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Chase Developer Terms of Use

THIS ELECTRONIC ACCESS AGREEMENT GOVERNS ACCESS TO, AND USE OF, THE CHASE DEVELOPER PORTAL ("PORTAL"), AND CONTAINS IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS AND LIABILITIES.

Electronic Access & Terms of Use Agreement ("Access Agreement" or "Agreement") dated as of February 1, 2018

Definitions

  1. Unless otherwise set forth in an Addendum, "Chase" means JPMorgan Chase Bank, N.A. and may also be referred to herein as "we", "us" and "our".

  2. "you" or "your" as used herein means the individual agreeing to this Access Agreement on behalf of themselves or, where the context requires, the Client Developer (as defined below). The obligations hereunder shall apply to such Client Developer or individual who has the legal relationship with Chase.

  3. "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 Chase, or (c) the jurisdiction where Chase deems you to access Services.

  4. "API" means, for the purposes of this Agreement, one or more application programming interfaces that formats, encrypts and decrypts commands or messages transferred between Client Developer systems and Chase's systems, including as specified in any applicable Documentation.

  5. "Application(s)" means software programs that you develop using the APIs in accordance with the applicable Documentation to interoperate and interface with any eligible Chase products or services (determined at Chase's sole discretion).

  6. "Client Developer" means a software developer, software developing entity, service provider, or other qualified entity or customer invited to and authorized to access the Portal.

  7. "Developer Tools" or "Service(s)" (which terms may be used interchangeably herein) means, individually and collectively, 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 customers through or in relation to the Portal.

  8. "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.

  9. "E-mail" means electronic mail, chat or instant messenger transmitted through the internet, a proprietary network, a computer, a pager or another wireless device or otherwise, excluding voice communication.

  10. "include" and its derivatives, as used herein, shall mean "including without limitation,".

  11. "person" includes natural persons, trusts, funds, firms, partnerships, corporations, companies, governmental agencies and entities, non-profit entities and all other entities.

  12. "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 customers or their advisors or agents or through Chase or any third party. All Sources are deemed third party beneficiaries to this Access Agreement.

Terms

  1. License. Subject to and conditioned upon your compliance with the terms and conditions of this Agreement, Chase, where applicable, grants you a non-transferable, non-exclusive, non-assignable and fully revocable license to access the Portal and use the Developer Tools solely for the purposes of developing, testing and using your Applications exclusively in the Portal. You agree to access and use the Developer Tools solely for your internal, non-commercial use for testing purposes only. 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 Chase's express written consent. Unless otherwise expressly agreed to by Chase 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, 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. The Services are commercially valuable property and trade secrets of Chase and/or the Sources. Chase 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 Chase and/or the Sources, any right, title or interest that you may obtain in any intellectual property owned or controlled by Chase and/or the Sources.

  2. Scope of Agreement; Limited to Portal. You acknowledge and agree that this Access Agreement only covers your access to and use of the Developer Tools specifically exposed in the Portal. You will be required to enter into a separate agreement ("API License Agreement") in order to access our production API. If Chase, 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 Chase's products and services.

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

  4. Security; User Codes; Procedures. Chase 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 which may be required to access or use the Services (collectively, "User Code(s)"). You agree to exercise reasonable care to avoid unauthorized use of or access to the User Codes, and that you are responsible for all acts or omissions arising under User Codes whether or not authorized. 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 its 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 Chase. You shall act in accordance with operational and security procedures related to the Portal specified by Chase from time to time.

  5. Compliance with Applicable Laws. You are responsible for, and shall comply with, all Applicable Laws relating to the Services and with any and all of Chase's and the Source's instructions, requirements and restrictions.

  6. Third Party Licenses. Unless otherwise agreed to by Chase, 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. Information and Privacy. You hereby consent to the communication (including E-mail contact by or on behalf of Chase) and disclosure of all information and data regarding your use of the Services and all matters incidental hereto and thereto by Chase (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 Chase for routine business purposes and where reasonably required to enable or enhance the Services, and (c) Sources as Chase, in its sole discretion, deems necessary for provision of Services. Use of any information and data collected through, or in connection with, the Services is subject to Chase's Online Privacy Policy, incorporated herein by reference (a current version of which is located at https://www.chase.com/digital/resources/privacy-security/privacy/online-privacy-policy) and, by submitting information and data through the Portal, you acknowledge that you will be bound by Chase's Online Privacy Policy. Further, 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 Chase may collect, use, transfer, store or otherwise process (collectively, "Process") Personal Data within and through jurisdictions in which Chase operates to facilitate the Services, comply with regulatory requirements, and for Chase'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 Chase believes will be of interest, unless Chase receives an objection to receiving such information. Anyone who wishes to opt out of such communications from Chase should contact Chase. You shall provide Chase with any and all consents, information and assistance necessary for Chase to comply with Applicable Laws, respond satisfactorily to or cooperate with any applicable authority regarding your activities and transactions through the Services.

  8. 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 Chase. Chase assumes no responsibility for updating information communicated through E-mail or read, process, act upon or respond to such message in a timely manner.

  9. Consent to Electronic Delivery of Certain Documents. By selecting "Accept" below, 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 Chase for free technical assistance or to obtain paper copies of any offering documents or confirmations.

    Consent to electronic delivery may be revoked by calling Chase. Consent may not be revoked in part. Chase contact details are located at the "Contact Us" link on the Portal.

  10. Data. You shall promptly respond to any and all requests for information from Chase or the Source(s), allow Chase and/or the Source(s) access to premises and distribution networks, and cooperate with Chase in good faith to fulfill Chase'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 Chase by phone, followed by a written notice.

  11. DISCLAIMER OF WARRANTIES; CONDITIONS, LIMITATION ON LIABILITY. THE SERVICES AND ANY DATA OR RESULTS THEREIN OR THEREFROM ARE PROVIDED "AS IS" AND "AS AVAILABLE". AS PERMITTED UNDER APPLICABLE LAW, CHASE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUBCONTRACTORS, AGENTS AND SOURCES (COLLECTIVELY "CHASE PERSONS") SHALL NOT BE LIABLE FOR ANY WARRANTIES, CONDITIONS AND/OR REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED (INCLUDING COURSE OF DEALING OR USAGE OF TRADE), WITH REGARD TO THE SERVICES, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT THAT LIABILITY FROM IMPLIED WARRANTIES OR CONDITIONS CANNOT BE EXCLUDED UNDER APPLICABLE LAW, SUCH IMPLIED WARRANTIES OR CONDITIONS ARE LIMITED IN DURATION TO 30 DAYS FROM INITIAL ACCESS TO THE SERVICES. EXCEPT TO THE EXTENT THAT ANY LOSS, COST, CLAIM (INCLUDING CLAIMS FOR FEES, DISBURSEMENTS AND EXPENSES), INJURY OR DAMAGE, INCLUDING: DIRECT; SPECIAL; INDIRECT; INCIDENTAL; CONSEQUENTIAL; LOSS OF BUSINESS; LOSS OF PROFITS; OR LOSS OF GOODWILL (COLLECTIVELY "LOSSES"), ARISING OUT OF, OR IN CONNECTION WITH, THE SERVICES AND/OR THIS AGREEMENT OR RELATING TO (I) THE CORRECTNESS, QUALITY, ACCURACY, RELIABILITY, SECURITY, PERFORMANCE, COMPLETENESS, TIMELINESS OR CONTINUED AVAILABILITY OF ANY OF THE SERVICES; TITLE, NON-INFRINGEMENT, CURRENCY, ABSENCE OF VIRUSES OR DAMAGING OR DISABLING CODE; (II) ANY DISRUPTION TO THE TRANSMISSION AND/OR RECEIPT OF ANY DATA AND/OR INFORMATION THROUGH THE SERVICES; (III) ANY FAILURE IN YOUR SOFTWARE, RECEIVING EQUIPMENT OR COMMUNICATION LINES; OR (IV) ANY TECHNICAL, EQUIPMENT OR SOFTWARE FAILURE OF ANY NATURE WHICH HAS OBSTRUCTED, RESTRICTED OR INTERRUPTED ACCESS TO INFORMATION AVAILABLE OR WHICH HAS DAMAGED THE EQUIPMENT OR SYSTEMS BELONGING TO YOU RESULT FROM CHASE'S FRAUD, FRAUDULENT MISREPRESENTATION OR DELIBERATE DEFAULT OR AS PROHIBITED BY APPLICABLE LAW, CHASE'S LIABILITY SHALL BE LIMITED TO THE LESSER OF (1) THE FULL AMOUNT OF ANY FEES OR COMMISSIONS PAID BY YOU (IF APPLICABLE), OR (2) THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. YOU IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO CLAIM OR RECOVER ANY SUCH LOSSES AND TO RELEASE AND DISCHARGE CHASE PERSONS FROM ANY AND ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSSES, EVEN IF APPRISED OF THE POSSIBILITY THEREOF AND WHETHER OR NOT SUCH LOSSES ARE FORESEEABLE. EVEN IF CHASE PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OCCURRING, CHASE PERSONS SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ACTION, DELAY OR FAILURE TO TAKE ANY ACTION, TO THE EXTENT THAT SUCH ACTION, OR SUCH DELAY OR FAILURE ARISES OUT OF CAUSES BEYOND A CHASE PERSON'S CONTROL NOTHING HEREIN SHALL BE CONSTRUED AS LIMITING OR REDUCING CHASE'S RESPONSIBILITIES AND OBLIGATIONS TO YOU IN ACCORDANCE WITH APPLICABLE LAW.

  12. 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; (b) will not engage in any acts, omissions or Communications contrary to Applicable Laws or the terms of this Access 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 Chase 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 Chase 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) will not use the Portal or any of the Services to compete with Chase or for the benefit of any competitor of Chase; (j) 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.

  13. Acknowledgements. You acknowledge and agree that (a) except as may be specifically described in an investment advisory or similar agreement between you and a Chase entity, no Chase 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 Chase personnel are, unless otherwise expressly agreed in writing by Chase, incidental to Chase'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 Chase personnel, are solely within your power and discretion; and (d) Chase 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.

  14. Confidentiality. The Services (including this Access Agreement (collectively, the "Terms")) are commercially valuable proprietary products and trade secrets of Chase ("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 Chase, Confidential Information in your possession promptly upon termination of the applicable Terms. If Chase requests, you will provide Chase with a certificate, signed by an officer of yours, certifying return or destruction of all Confidential Information.

  15. Indemnity and Injunctive Relief. You will defend, indemnify and hold harmless Chase and Chase Persons from any and all losses, liabilities, and expenses (including reasonable legal fees/charges) in connection with or resulting from (i) breach of this Access Agreement, (ii) your use of or inability to use the Services, (iii) an actual or alleged improper act related to your use of the Portal, (iv) your actual or alleged infringement or misappropriation of any third-party intellectual property rights, or (v) your violation of any agreement, requirement or restriction of Chase or any Source or Applicable Laws. The preceding indemnity shall not apply where a court of competent jurisdiction has entered a final judgment that Chase has engaged in fraud or willful misconduct. In the event that you breach a provision of this Access Agreement, in addition to any other rights for damages or otherwise, Chase and the Sources shall be entitled to temporary or permanent injunctive relief against you without proof of actual damages.

  16. 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 Chase has not approved its distribution. Chase 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.

  17. Modification. Chase 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.

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

  19. Client Developer Agreement. This Access Agreement (including any Addendum hereto) is additional to, and does not supersede any account, agreement or understanding between you and Chase providing services to you under a separate agreement ("Client Developer Agreement"). In the event of any conflict between this Access Agreement (including any Addendum) and any Client Developer Agreement with respect to the provision of the Services solely within, or in the context of, the Portal, this Access Agreement (including any Addendum) shall prevail.

  20. Recording. You consent to the recording, retention and use by Chase 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 Chase, FTP or any other electronic communication and/or the transmission of the same to Chase affiliates, subsidiaries, 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 Chase affiliate. Chase may disclose such information to the extent that Chase determines to be required by any Applicable Laws or in enforcement of Chase'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.

  21. Termination. This Access 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, indemnification, compliance with Applicable Laws, payment and limitations on liabilities obligations shall survive any termination of this Access Agreement. Upon termination of this Access Agreement and/or the relevant Addendum, you will no longer have access to the Portal and 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.

  22. Severability. In the event any of the terms or provisions of this Access 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.

  23. Governing Law and Submission to Jurisdiction. This Access 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 Access 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 Chase waive trial by jury in respect of any proceedings related to this Access Agreement.

  24. Cumulative. The rights and remedies of Chase and your obligations in this Access Agreement are cumulative and in addition to Chase rights and remedies and your obligations under any other Client Developer Agreement or disclaimer and any agreement between you and any Sources.

  25. Non-waiver. Any failure by Chase to enforce any provision of this Access Agreement shall in no way affect Chase'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.

  26. Publicity. You may not use the name, trademark or proprietary indicia of JPMorgan Chase & Co., or any subsidiary or affiliate thereof as a reference, or utilize the name, trademark or proprietary indicia of JPMorgan Chase & Co. or any subsidiary or affiliate thereof without the prior written consent of JPMorgan Chase & Co., such consent to be granted or withheld in the sole and absolute discretion of JPMorgan Chase & Co.

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

  28. Notices. All legal notices will be in writing and hand delivered or forwarded by registered or certified mail to JPMorgan Chase Bank, N.A., Legal Department, Mail Code NY1-A425, 4 New York Plaza, 21st floor, New York, NY 10004-2413, Mail Code: NY1-E088.

BY CLICKING THE "ACCEPT" BUTTON BELOW YOU (A) ACKNOWLEDGE AND AGREE AND INTEND FOR THIS ACCESS AGREEMENT TO BE THE LEGAL EQUIVALENT OF A SIGNED, WRITTEN CONTRACT, AND (B) WARRANT AND REPRESENT THAT YOU HAVE ALL REQUISITE LEGAL AND CORPORATE POWER TO ENTER INTO THIS ACCESS AGREEMENT ON BEHALF OF THE CLIENT DEVELOPER. ANY SUCH CLICKING SHALL HAVE THE SAME FORCE AND EFFECT AS A PAPER COPY OF AN AGREEMENT THAT HAS BEEN MANUALLY SIGNED AND DELIVERED BY YOU ON YOUR BEHALF AND AS AN AUTHORIZED SIGNATORY OF THE CLIENT DEVELOPER.

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 Chase IT system receives the record of your clicking the "Accept" button. (c) The place of formation of the contract will be New York.

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