Morgan Stanley Terms of Use for External Asset Transfer Tool
Please read these terms of use carefully.
NOTICE TO END USERS
USERS WHO INITIATE AN EXTERNAL ASSET TRANSFER SHOULD BE AWARE THAT YOUR ACTIVITY MAY BE SUBJECT TO ADDITIONAL TERMS OF USE PRESENTED DIRECTLY TO YOU BY OUR SERVICE PROVIDER, YODLEE, INC. (“YODLEE”), WITHIN THE APPLICATION SCREENS. SUCH TERMS MAY CONTAIN OBLIGATIONS AND RESPONSIBILITIES DIRECTLY BETWEEN YOU AND YODLEE, AND MORGAN STANLEY IS NOT A PARTY TO THESE TERMS. SUCH TERMS MAY ALSO CONTAIN DIFFERENT GOVERNING LAW AND DISPUTE RESOLUTION PROVISIONS FROM THESE MORGAN STANLEY TERMS OF USE.
IF SUCH TERMS ARE PRESENTED TO YOU BY YODLEE, THEN THOSE TERMS WILL GOVERN ANY ISSUE OR DISPUTE YOU MAY HAVE AGAINST YODLEE REGARDING THEIR PROVISION OF SERVICES TO YOU. IN THE EVENT OF ANY CONFLICT BETWEEN THESE MORGAN STANLEY TERMS OF USE AND THE YODLEE TERMS OF USE REGARDING SUCH ISSUE OR DISPUTE, THEN THE YODLEE TERMS WILL PREVAIL.
BY INITIATING AN EXTERNAL ASSET TRANSFER, YOU ACKNOWLEDGE AND AGREE THAT YOU UNDERSTAND THE ABOVE AND THAT MORGAN STANLEY IS NOT RESPONSIBLE FOR ANY SUCH SEPARATE TERMS OF USE PRESENTED BY YODLEE.
Morgan Stanley Terms of Use for External Asset Transfer Tool
By initiating External Asset Transfer (the “Service”), you accept and agree to be bound by, and comply with, the Service’s Terms and Conditions (the “Terms”) and the Morgan Stanley U.S. Privacy Policy and Notice applicable to the Service, as described in Section 4 of these Terms and incorporated by reference herein. These Terms may be updated from time to time without prior notice to you.
1. Parties; Scope; Eligibility
Please read the Terms as it contains important information about this Service.
This Service has been issued for and on behalf of customers of Morgan Stanley Smith Barney LLC. The words “we,” “us,” “our,” or “Morgan Stanley” refer to Morgan Stanley Smith Barney LLC and, if applicable, our affiliate(s), and any agent, independent contractor, designee, officer, and employee that we, in our sole discretion, involve in the provision of the Service. The words "you," "your," and "yours" mean you, as an authorized user of a Service.
The information contained herein should not be construed as an offer, or a solicitation of an offer, to buy, sell, or hold any security, commodities future, futures option, or investment.
Your relationship with Morgan Stanley is governed by these Terms, as well as additional agreements or disclosures that Morgan Stanley provides to you in connection with the products and services provided, including, but not limited to, the E*TRADE from Morgan Stanley Client Agreement for Self-Directed Accounts (the “Client Agreement”). The Terms should also be read in conjunction with any terms, conditions or disclaimers provided on etrade.com. By using this Service, you further agree to be bound by the Arbitration provisions and Disclosures as set forth Section 12 of the Client Agreement.
A. The Service is made available to you on an unsolicited basis. Unless otherwise provided for herein, to qualify for use of a Service, you must be a customer or authorized user of an E*TRADE from Morgan Stanley account (“E*TRADE Account”).
B. We reserve the right to determine in our sole discretion your eligibility for a Service. This includes a Service or functionalities of a Service being restricted or unavailable to you. We may also require you to take additional actions after accepting these Terms, such as an activation step, before you have access to a Service. Further, we may require you to re-accept these Terms each time that you initiate the Service.
C. You understand that some or all of a Service may not be available in all jurisdictions, and the Service is not intended to be provided to and may not be used by any party in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules, or regulations (“Applicable Law”).
2. Information about the Service
A. Description of the Service
The Service is available to you from Morgan Stanley via a service provider, Yodlee, Inc. (“Service Provider”). The Service utilizes vendor-supported technology to link and acquire information from your External Accounts, as defined below, to transfer assets to your E*TRADE Account through the Automated Customer Account Transfer Service (ACATS) process.
(i) For purposes of these Terms, unless noted otherwise, brokerage accounts custodied at or held away from Morgan Stanley) are referenced herein as “External Accounts.”
(ii) With the Service, you can add information in two ways: (1) You or an authorized party can manually input information about the applicable brokerage account (each a "Manually Added Account") or (2) you can authorize us and our Service Provider to access third-party websites ("Third-Party Sites") designated by you and obtain, on your behalf, information about the applicable External Accounts stored on or available via such Third-Party Site.
(iii) You may use the Service functionality without using any other service offered by us via the Service Provider, if applicable.
B. Authorizations Granted to Morgan Stanley and Service Provider
(i) By using the Service, you are authorizing us and our Service Provider to access your External Accounts and Third-Party Sites on your behalf and as requested by you for purposes of providing the Service.
(ii) You understand and agree that you may be subject to user terms presented by the Service Provider to you that may, among other things, require you to grant them authorization in order for them to fulfill the Service for you.
(iii) YOU ACKNOWLEDGE AND AGREE THAT WHEN WE OR THE SERVICE PROVIDER ACCESSES AND RETRIEVES INFORMATION FROM THIRD-PARTY SITES, WE AND THE SERVICE PROVIDER ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that we shall be entitled to rely on the authorization granted by you. You understand and agree that the Service is not endorsed or sponsored by any Third-Party Site providers accessible through the Service. You agree that we do not assume any responsibility and that we shall incur no liability with respect to the acts, omissions, or determinations of any provider of such Third-Party Site.
3. User Responsibilities
A. You acknowledge and represent to us that you are an owner of, a legal signer for, and/or are legally authorized to access each External Account and Third-Party Site, have the authority to designate us as your agent, use the Service, and to give us the applicable credentials/registration or other information in order for us or our Service Provider to provide the applicable Service. You understand that such activity may include the Service Provider submitting on your behalf any credential/registration or other information (e.g. user names and passwords) provided by you to the Third-Party Site. You further understand that without accurate information, we will not be able to provide the Service to you. You therefore agree to keep up to date your credentials/registration or other information we or our Service Provider need to provide the applicable Service.
B. You acknowledge that we are not responsible for any terms of service provided through or by third-party financial institutions, custodians, or Third-Party Sites, and if you have any problems with your External Accounts or Third-Party Sites you should contact the providers of such External Accounts and Third-Party Sites directly.
C. You understand you may not use the Service to initiate transactions affecting your External Accounts or provide notices or instructions affecting such External Accounts. Any transactions or other activities at such Third-Party Site are not made through the Service or the Service Provider and we assume no responsibility for such activities.
D. You are responsible for all charges associated with any Third-Party Site, and you understand and agree that we and our Service Provider assume no responsibility for any such charges or terms.
4. Privacy and Security
A. We respect your privacy and work to maintain the privacy and security of any personal information collected through your use of the Service. Details of how Morgan Stanley collects, stores, uses, and protects your personal information can be found in Morgan Stanley’s U.S. Privacy Policy and Notice, which is accessible via https://www.morganstanley.com/privacy-pledge.
B. You understand that, pursuant to the Notice to End Users above, we assume no responsibility for any statements about data collection, storage, use, or protection in a Service Provider supplied terms of use, and any obligations or disputes arising between you and the Service Provider about such statements shall be governed by such separate terms.
5. Disposition and Retention
External Account Information obtained by us through your use of the Service may be retained by us for periods of time and in a form as determined by us or required or permitted by Applicable Law, business practice, or our policy or procedure. In some cases, we may be required to retain such information indefinitely including information permitted or required to be retained under applicable law, rule or regulation or the administration of our business.
6. Disclaimer of Responsibility; Limitation of Liability; Indemnity
A. Accurate Information
In addition to other limitations on liability set forth in these Terms, Morgan Stanley and its Service Provider shall incur no liability to you if the Service does not function as described because you have not provided us with the correct registration or credential information, or other information used to provide the Service to you.
B. No Responsibility for Third-Party Sites
(i) All of your External Account information available through the Service is provided by third parties. We make no effort to review, and we are not responsible for, nor do we endorse or recommend, any products, services, or content of any Third-Party Site, including, but not limited to, the validity, legality, or copyright compliance of the content contained in these Third-Party Sites. You acknowledge that we do not pre-screen content, but that we and our representatives, agents, and designees will have the right (but not the obligation) in our or their sole discretion to refuse, edit, move, or remove any content that is available via the Service.
(ii) Any third-party information about securities and other investments available through the Service reflect independent opinions and are not recommendations. The information and content provided via the Service is for informational purposes only and should not be construed as an offer to sell, a solicitation to buy, or a recommendation of any security or other investment. You understand and agree that you must perform your own evaluation of any investment based on your investment objectives, financial resources, and risk tolerance.
C. Limitations of Manually Added Account and External Account Information
(i) Information related to your Manually Added Accounts reflects only the information that you provide. You acknowledge that Manually Added Account and External Account Information is not updated by us and that we do not guarantee its accuracy, completeness, or timeliness.
(ii) For any information related to your External Accounts obtained by the Service Provider, this information reflects the most recent refresh by the Service Provider and may not be accurate or timely if a refresh was not successfully completed or the information obtained from the Third-Party Site is otherwise not accurate or current. For example, when displayed, External Account Information is only as current a representation of the information from the Third-Party Site at the time displayed, which reflects when the Service Provider obtained the information from the source. You acknowledge that such information may be more up-to-date when obtained directly by you from the relevant Third-Party Site. Neither we nor our Service Providers shall be liable for any errors or delays in the content provided through the Service, or for any actions taken in reliance thereon.
D. Limitation of Liability
THE FOREGOING SHALL CONSTITUTE OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY. YOU AGREE THAT WE (INCLUDING OUR AFFILIATES, SUBSIDIARIES, LICENSORS, AND SUPPLIERS) WILL NOT BE LIABLE FOR ANY HARM, OFTEN KNOWN AS DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR ARISING IN ANY WAY OUT OF: (I) THE USE OR THE INABILITY TO USE THE SERVICE AND/OR THE INSTALLATION, USE, OR MAINTENANCE OF ANY SERVICE RELATED EQUIPMENT OR SOFTWARE AND/OR THE SERVICE; (II) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICE; (V) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE, OR NON-PERFORMANCE OF ANY THIRD-PARTY SITE, EVEN IF THE PROVIDER OF SUCH THIRD-PARTY SITE HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; (VI) ANY PRODUCTS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE, (VII) THE SITE OR USE THEREOF OR INABILITY TO USE THE SITE BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE, EVEN IF WE, INCLUDING OUR AFFILIATES, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES, OR (VIII) ANY OTHER MATTER RELATING TO THE SERVICE.
HYPERLINKS TO OTHER INTERNET RESOURCES ARE AT YOUR OWN RISK. THE PRODUCTS, SERVICES, INFORMATION, AND/OR MATERIALS OBTAINED THROUGH THIS SITE AND/OR THE SERVICE ARE PROVIDED AND SERVICED BY, AND SUBJECT TO THE TERMS, CONDITIONS, AND/OR WARRANTIES, IF ANY, OFFERED BY THE RESPECTIVE THIRD-PARTY PROVIDER OF SUCH PRODUCTS, SERVICES, INFORMATION, AND/OR MATERIALS. WE, INCLUDING OUR AFFILIATES, MAKE NO REPRESENTATION WITH RESPECT TO, AND SHALL NOT BE HELD LIABLE OR ACCOUNTABLE FOR, THE CONFORMITY OF THIRD-PARTY PRODUCTS, SERVICES, INFORMATION, AND/OR MATERIALS TO SUCH TERMS, CONDITIONS, AND WARRANTIES.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.
E. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE SERVICE AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MORGAN STANLEY OR SERVICE PROVIDER THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
F. Indemnification
Except when caused by our intentional misconduct or gross negligence, you agree to protect and fully compensate Morgan Stanley and our affiliates, subsidiaries, licensors, and suppliers from any and all third-party claims, liability, damages, expenses, and costs (including, but not limited to, reasonable attorneys' fees) caused by or arising from your enrollment in or use of the Service, your violation of these Terms or your infringement, or the infringement by any other user, of your Password or Account or relationship with us, of any intellectual property or other right of anyone.
7. No Endorsements
All product and service marks contained on or associated with the Service that are not our marks are the trademarks of their respective owners. References to any names, marks, products, or services of third parties or hypertext links to Third-Party Sites or information do not constitute or imply our endorsement, sponsorship, or recommendation of the third party, information, product, or the Service.
8. Dispute Resolution
A. Pursuant to the Notice To End Users above, you should look to the dispute resolution provisions of any Service Provider supplied terms for the resolution of any disputes that may arise under such terms or with respect to the Service and the Service Provider’s provision of such Service.
B. Otherwise, with respect to the resolution of any disputes you may have with Morgan Stanley that may arise under these Terms, the Arbitration provisions and Disclosures as set forth Section 12 of the Client Agreement apply.
9. Independent Parties
Neither we nor the Service Provider shall be considered an agent or other legal representative of the other for any purpose by reason of these Terms. Each of us shall be an independent contractor, and nothing contained in these Terms shall be deemed to create any association, partnership, joint venture, or relationship of principal, agent, master and servant, employer, or employee between us.
10. Severability
If any provision of these Terms is held to be unenforceable, then such provision shall be construed, as narrowly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Any conflict regarding the Service between these Terms and the terms and conditions of other agreements that govern your relationship with, or other services provided by us, shall be resolved in favor of these Terms.
11. Governing Law
To the maximum extent permitted by Applicable Law, these Terms shall be governed by and construed in accordance with the laws of the State of New York.