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Terms applicable to You if your Personnel use WeCom for communication with JPM (the "Terms")
1. Scope and application 范围和适用
1.1 You may request provision of services and products offered by one or more entities of the JPMorgan Group (collectively or individually, as the context requires, “JPM”). JPM has established a newly approved communication channel under which certain of your employees, personnel, agents and/or any other person authorised to represent you (your "Personnel") may use their mobile devices to send messages to, and receive messages from, JPM employees and in respect of one or more transactions between you and a JPMorgan Group entity, submit transaction orders on your behalf to JPM using JPM-approved conversation interface on WeCom (together, the "WeCom Services"). For the avoidance of doubt, any reference to "you" in these Terms includes all of your branches and offices, wherever located. “JPMorgan Group” means JPMorgan Chase Bank, N.A., and any of its branches, affiliates or subsidiaries.
1.2 By permitting your Personnel to use the WeCom Services, or by permitting any of your Personnel who have already used the WeCom Services to continue to do so, you are deemed to agree to and are bound by these Terms.
1.3 If you do not want your Personnel to use the WeCom Services to communicate with and/or submit your orders to us, it is your responsibility to prevent your Personnel from doing so.
1.4 These Terms govern the use of WeCom Services by your Personnel for business communication as described above with JPM employees only. They do not apply to (i) your use of WeCom Services for communication with any person other than JPM employees in the manner described above, and (ii) other approved channels of communication that you may use to communicate with JPM employees from time to time.
1.5 These Terms are in addition to any terms and conditions that may be applicable to you as a user of WeCom Services.
1.6 JPM reserves the right to amend or supplement these Terms from time to time, and any such amendment or supplement will be made available to you. JPM encourages you to regularly check these terms and we will include the effective date in order to help you check whether there has been any changes since you last accessed these Terms.
2. Consent 知情同意
3. Representations and Warranties 陈述与保证
3.1 You represent and warrant that:
(a) you have full power, authority and capacity to enter into and perform your obligations under these Terms;
(b) you have authorized your Personnel to use the WeCom Services for business communication, and your Personnel are permitted to share potentially confidential and/or potential inside information through WeCom Services;
(c) you have authorized your Personnel to use WeCom Services to place transaction orders through WeCom Services and to enter into any transactions governed by the applicable JPM terms of business, transactional terms or transactional documentation resulting from such transaction orders on your behalf; and
(d) you will ensure that your Personnel, when using the WeCom Services, do not delete or recall messages that contain submitted transaction orders or requests to execute transactions.
4. Security measures and contingency plan 安全措施及应急计划
4.1 If JPM has any doubt as to the authenticity or validity of any instructions communicated using WeCom Services, JPM may verify the instructions through any means necessary, including through different channels of communication such as by calling you at your registered phone number.
JPM is not required to act on any instructions where it has any such doubt and is unable to verify the instructions.
4.2 For the sake of clarity, JPM will acknowledge receipt of any instructions received from you by repeating and/or confirming your instructions in the reply message.
4.3 JPM will keep abreast of threat intelligence and fraud trends relating to instant messaging applications to ensure that adequate and appropriate security safeguards are implemented to prevent unauthorized access or security attack.
4.4 The parties acknowledge that WeCom Services are third party owned and operated instant messaging application over which neither party has control. In the event that JPM is unable to use the WeCom Services to communicate with you due to a known emergency or technical disruption, JPM shall:
(a) where reasonably practicable to do so, notify you that the WeCom Services are temporarily suspended; or
(b) disregard all instructions received through the WeCom Services and refer you to other channels of communication.
5. Risk warning 风险警告
5.1 Please be aware that there are certain risks involved in submitting transaction orders through the use of a third party owned and operated instant messaging application such as WeCom Services. There may be situations in which your instructions may be misrouted, delayed, deleted or not be delivered to us, including for the following reasons and JPM shall not be liable for any losses, claims, costs, damages or expenses of any kind whatsoever that you may suffer or incur by reason of:
(a) JPM employees may not be able to monitor WeCom Services messages in real time and may not be able to respond in a timely manner;
(b) there may be misunderstandings or errors in the information or instructions;
(c) an unintended disclosure of the information or instructions which may occur during transmission over WeCom Services;
(d) there may be a disruption or outage in the WeCom Services system or a network issue that may inhibit our ability to receive or respond to your messages; or
(e) JPM may be required to make further enquiries to verify your identity and confirm the authenticity of your instructions.
5.2 You understand and acknowledge that WeCom Services are an unsecure medium for transmission of information or instructions and the following are examples of security threats that you and your Personnel should be aware of and should take active measures to avoid:
(a) Phishing messages or links – messages purporting to be from a trusted party may be sent to a user via WeCom Services by imitating that party’s username or content. The user must pay attention to the authenticity of the source of messages and be aware of potential phishing scams or fraud.
钓鱼信息或链接 – 通过模仿受信任方的用户名或内容用企业微信服务向用户发送声称来自该方的信息。用户必须注意信息来源的真实性，警惕可能的钓鱼骗局或欺诈。
(b) Malware – messages with malicious software may be contained in attachments to users which may compromise the users system.
恶意软件 – 发给用户的附件中可能含有带有恶意软件的信息，可能对用户的系统造成损害。
(c) Data leakage – message contents might be intercepted and eavesdropped and may cause leakage of sensitive information.
数据泄露 – 信息内容可能会被拦截和窃听，造成敏感信息的泄露。
(d) Account theft – hackers may be able to obtain the password of a WeCom Services account and misappropriate the account or create fake account. The risk may be heightened if the user uses WeCom Services on multiple platforms (e.g. on a mobile device and desktop).
账户盗用 – 黑客可能能够获取企业微信服务账户的通行密码并盗用该账户或创建虚假账户。如果用户在多个平台（例如移动设备和桌面设备）上使用企业微信服务，此风险还会加大。
(e) Vulnerable applications – if users do not update applications immediately upon release, hackers may exploit identified vulnerabilities in the software to gain unauthorized access or compromise an account.
易受攻击的应用 – 如果用户不在更新发布后立即更新应用，黑客们可能会利用软件中发现的弱点获得对账户的非法进入权限或破坏账户。
You will indemnify and hold JPM safe and harmless from any losses, claims, costs, damages or expenses of any kind whatsoever (“Losses”) that JPMorgan Group or any of its personnel may suffer or incur as a result of the above security threats and JPM acting on the instructions and orders from you or JPM reasonably believes from you, other than Losses that arise directly and solely from JPMorgan Group’s own gross negligence, willful misconduct.
5.3 Please be aware that there are increasing number of cases where social media accounts have been stolen from users and used for illegal purposes. The following relevant precautions have been recommended to users:
(a) Use two-factor authentication for logging into accounts.
(b) Do not disclose account passwords to any party without proper reason.
5.4 You should provide your Personnel with regular training so that your Personnel are made aware of and understand the security threats and risks of using the WeCom Services.
6. Complaints 投诉
6.1 If you have any complaints relating to the WeCom Services, please contact your relevant client representative. You may make a complaint to JPM by letter, telephone, and email or in person. The written complaint should outline the facts, your concerns, what you are seeking from JPM to resolve your complaint and how we may contact you.
6.2 If you need further information or have any queries in relation to our internal complaint handling procedure, please contact your client representative accordingly.
7. Governing Law etc. 适用法律等
7.1 These terms shall be governed by, and interpreted in accordance with Hong Kong laws. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the validity, interpretation, performance, breach or termination thereof, or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of the arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in the English language.
SUPPLEMENTARY TERMS – CHINA 补充条款 – 中国
IF (a) you or the company you represent is domiciled in China; and (b) the JPM ENTITY which you communicate with WHILE using WECOM services is domiciled in China, THE FOLLOWING TERMS ARE APPLICABLE TO YOU.
8. General 一般条款
8.1 The Terms shall be supplemented and amended by the following terms ("Supplementary Terms – China") to the extent applicable.
8.2 For the purposes of these Supplementary Terms - China, "China" means the People’s Republic of China and does not include the Hong Kong Special Administrative Region, Macao Special Administrative Region or Taiwan Region.
8.3 Save as amended by these Supplementary Terms - China, all other provisions of the Terms shall remain unchanged and continue in full force and effect.
1 For the avoidance of doubt, JPM domiciled in China includes, without limitation, JPMorgan Chase Bank (China) Company Limited, J.P. Morgan Securities (China) Company Limited, and J.P. Morgan Futures Co., Ltd.
9. China Specific Terms: Amendments 中国特别条款：修订部分
Certain sections of the Terms shall be amended and replaced in their entirety, as set forth below:
9.1 Section 8.1 of the Terms shall be amended and replaced in its entirety by the following:
"8.1 These Terms shall be governed by, and interpreted in accordance with the laws of China. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the validity, interpretation, performance, breach or termination thereof, or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the China International Economic and Trade Arbitration Commission ("CIETAC") in accordance with the CIETAC’s arbitration rules in force at the time of applying for arbitration. The seat of the arbitration shall be Shanghai. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in the English language."
9.2 The following shall be added to Section 2 of the Terms as a new Section 2.2:
“By using the WeCom Services, you agree that: (i) you hereby confirm the acceptance of the terms and conditions set forth in the “J.P.Morgan China – Terms and Conditions on Handling Client Information” (available at https://www.jpmorganchina.com.cn, the “China T&C”); (ii) the China T&C may be amended or supplemented by JPM by providing an update on https://www.jpmorganchina.com.cn or giving a notice to you; (iii) capitalized terms defined in the China T&C have the same meaning when used in this Section 2.2; and (iv) you hereby confirm that you have read, fully understood and agree to this Section 2.2. You understand that by accepting these Terms, JPM will be allowed to collect, use, process, store, disclose and transfer the Client Information, or otherwise JPM might not be able to fulfill the Purposes set out in the China T&C.”
“通过使用企业微信服务，贵方同意：（i）贵方特此确认接受《摩根大通（中国） – 客户信息处理条款和条件》中列明的条款和条件（具体在https://www.jpmorganchina.com.cn中列明，即“中国条款和条件”）；（ii）摩根大通可通过在https://www.jpmorganchina.com.cn上提供更新版本或通过向贵方发出通知的方式对中国条款和条件进行修订或补充；（iii）中国条款和条件中定义的加粗术语与在本2.2款中使用时具有相同含义；以及（iv）贵方在此确认，贵方已阅读、充分理解并同意本2.2款。贵方理解，通过接受相关条款，摩根大通将被允许收集、使用、处理、存储、披露和转让客户信息，否则摩根大通可能无法实现中国条款和条件所述的目的。”
10. Language 语言
10.1 These Terms are written in English and Chinese. Both language versions shall have equal effect.
11. Transaction Orders 交易订单
3.1 This Section only applies to Personnel who have been notified that they are allowed to submit transaction orders to JPM via WeCom Services.
WeCom Services is a means for your Personnel to communicate with JPM employees and it is not a trading system, direct market access system or order routing system. Accordingly, if your Personnel submit transaction orders to JPM via WeCom Services, JPM is not bound to take any action, to enter into any transaction, or to accept and act in accordance with any instruction received from your Personnel, notwithstanding past practice or market custom unless and until JPM agrees to do so.
11.2 Until JPM is notified to the contrary, you authorize JPM to act on any transaction order or other instruction it receives through WeCom Services which JPM (i) believes in good faith has been submitted by your Personnel or (ii) reasonably believes to have been given by a person authorized to represent you, and JPM shall not be liable for acting in accordance with such transaction order and/or other instruction.
11.3 JPM has no duty to make any inquiry as to your Personnel's actual authority. Until JPM is notified in writing to the contrary, it shall be entitled to rely upon your Personnel or any such person JPM reasonably believes to have been authorized to represent you having full and unrestricted power to give it transaction orders or other instructions on your behalf.
I hereby confirm that our company is bound by the Terms and I am duly authorized to accept these Terms on behalf of our company. If I have been notified by JPM that I may submit transactions orders to JPM via WeCom Services, I hereby confirm that I am permitted by our company to use WeCom Services to communicate with and/or submit transaction orders to JPM.
Accepted on behalf of our company
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