Effective March 2024
NOTICE TO E*TRADE FROM MORGAN STANLEY USER USERS WHO USE TOTAL WEALTH VIEW VIA THEIR E*TRADE FROM MORGAN STANLEY ACCOUNTS SHOULD BE AWARE THAT YOURASSET AGGREGATION ACTIVITY MAY BE SUBJECT TO ADDITIONAL TERMS OF USE PRESENTED DIRECTLY TO YOU BY OUR SERVICE PROVIDER, YODDLE, INC.(“YODLEE”), WITHIN THE ASSET AGGREGATION 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 PROVISION 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 THEIR 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 CONTINUING YOUR ENROLLMENT INTO TOTAL WEALTH VIEW, 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 Total Wealth View and Spending and Budgeting are two separate digital tools available to you from Morgan Stanley via a Morgan Stanley service provider, Yodlee, Inc. (“Service Provider”). Asset Aggregation is a “Service” as referenced herein. By accepting these terms of use, you confirm you have received, reviewed, and understood the terms of this agreement, and that you sign and agree to such terms.
After accepting, you can find this document by logging into either Morgan Stanley Online or ETRADE.com.
A.Your use of the applicable Service is governed by these Terms and Conditions (“Terms”). The words “we,” “us,” “our,” or “Morgan Stanley” refer to Morgan Stanley Smith Barney LLC (“MSSB”) 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. B.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 (i) a Customer, (ii) an Authorized User, (iii) an eligible Participant (as such terms in subparts (i)-(iii) are defined in the Morgan Stanley Online Services Agreement), (iv) a prospective customer (“Prospect”) who has been granted access to the Service via Morgan Stanley Online pursuant to the Morgan Stanley Online Prospective Client Access Terms and Conditions, or (v) a customer or authorized user of an E*TRADE from Morgan Stanley account (“E*TRADE User”). C.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 if your relationship with Morgan Stanley changes, such as if you open a brokerage or managed account with us or if you enroll into a Service that was previously unavailable to you. D.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”).1. Parties; Scope; Eligibility
A. Total Wealth View (i)For purposes of these Terms, unless noted otherwise, accounts, assets, or liabilities custodied at or held with any entity other than a Morgan Stanley affiliate (including MSSB, Morgan Stanley & Co. LLC, or any Morgan Stanley banking entity) are referenced herein as “External Accounts.” (ii)With Asset Aggregation, you can aggregate information in two ways: (1) You or an authorized party can manually input information about the applicable account, assets, and/or liabilities (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. A Manually Added Account does not have to be an External Account. (iii)You may use the Asset Aggregation functionality without using any other service offered by us via the Service Provider, if applicable. B. Authorizations Granted to MSSB and Service Provider (i)By using the Services, 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 Services. (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 Services are 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.2. Information about the Service
A.Youacknowledge 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 Services, 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 Services to you. B.Youacknowledge 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.Youunderstand you may not use the Services 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 Services or the Service Provider and we assume no responsibility for such activities. D.Youare 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.3. User Responsibilities
A.We respect your privacy and work to maintain the privacy and security of any personal information collected through your use of the Services. 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 (“Privacy Policy”), which is accessible via https://www.morganstanley.com/privacy-pledge. B. Youunderstand 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.4. Privacy and Security
A.Throughyour use of the Services, if you have a financial advisor, your Account information, including information about your External Accounts, if applicable, will be accessed by your financial advisor (and your financial advisor’s associates and supervisors) (collectively, “Financial Advisor”). Such information may include transaction-level account activity such as transaction or merchant name, date, amount, and, if applicable, categorization labels ("Transaction-Level Activity"). B.Underthe Asset Aggregation Service, for External Accounts that you have aggregated, certain Transaction-Level Activity will remain private. This means that your Financial Advisor will not see a description of your Transaction-Level Activity but will see the transaction date and transaction amount (e.g., your Financial Advisor will see that you used your debit card to make a $3.00 purchase on a certain date, but not that it was at a coffee shop).5. Information Visibility
Youmay stop using a Service at any time. However, ceasing to use a Service will not result in automatic deletion of any information retrieved or produced as part of a Service; please review the information on un-enrollment below for additional information. A. Un-Enrollment from Asset Aggregation Toun-enroll from Asset Aggregation, you must cease using the Service and delete your External Accounts and any Manually Added Accounts. (i) Upondeletion, the information about your External Accounts, including any and all records of any or all information created, acquired, collected, or otherwise about you or available to you through the Services (collectively, "External Account Information") will no longer be available to you, your Financial Advisor (if applicable), or MSSB. At such time, certain of your External Account Information will be deleted from the Service Provider’s systems automatically while any remaining External Account Information will be deleted from the Service Provider’s systems within 90 days. (ii) Ifapplicable, you understand that certain other tools offered by us via the Service Provider may include External Accounts and Manually Added Accounts from Asset Aggregation and your deletion of such information may affect your use of such other tools. B. Retention by MSSB External Account Information obtained by us through your use of the Services 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. C. Termination of Your Relationship with MSSB In the event that you terminate your relationship with MSSB and/or if MSSB terminates its relationship with you, we have the right to terminate your access to the Services and any information retrieved and stored as a part of a Service. TheService Provider may, independently of MSSB, provide the ability for you to find out what kind of data they hold after termination directly via their website. You acknowledge that we are not responsible for any such requests, information provided, or any other aspect of your direct interaction with the Service Provider.6. Un-Enrollment from a Service or of Your Relationship with MSSB; Disposition and Retention
A. Accurate Information Inaddition to other limitations on liability set forth in these Terms, MSSB and its Service Provider shall incur no liability to you if the Services do not function as described because you have not provided us with the correct registration or credential information, or other information used to provide the Services to you. B. No Responsibility for Third-Party Sites (i)All of your External Account information available through the Services 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 Services. (ii)Any third-party information about securities and other investments available through the Services reflect independent opinions and are not recommendations. The information and content provided via the Services are 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) Informationrelated 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) Forany 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 Services, or for any actions taken in reliance thereon. (iii) YourManually Added Account and External Account information is provided for informational purposes only. The transactions viewed in your External Account are not custodied with us and cannot be used for trading or transactional purposes. However, we have the right to inquire with you about any Manually Added Account or External Account information as it may relate to your account or information with us, and in the event of a court order or request from a competent legal or regulatory authority, we may be required to provide such information. (iv) Unless otherwise agreed under a separate agreement with us, you understand and agree that we will not (a) provide any investment advice, recommendations, or other services regarding your Manually Added Accounts or External Accounts or on any assets, transactions, or implementation of any investment strategy in such Manually Added Accounts or External Accounts, (b) be responsible for any transactions you execute in your Manually Added Accounts or External Accounts, and (c) include the assets in a Manually Added Account or External Account in the calculation of any fees, commissions, or other charges you may owe us. 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 SERVICES AND/OR THE INSTALLATION, USE, OR MAINTENANCE OF ANY SERVICES RELATED EQUIPMENT OR SOFTWARE AND/OR THE SERVICES; (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 SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICES; (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 SERVICES, (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 SERVICES. HYPERLINKS TO OTHER INTERNET RESOURCES ARE AT YOUR OWN RISK. THE PRODUCTS, SERVICES, INFORMATION, AND/OR MATERIALS OBTAINED THROUGH THIS SITE AND/OR THE SERVICES 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 A 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 MSSB 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 MSSB 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 Services, 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. Disclaimer of Responsibility; Limitation of Liability; Indemnity
All product and service marks contained on or associated with the Services 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 endorsem*nt, sponsorship, or recommendation of the third party, information, product, or Services.8. No Endorsem*nts
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 MSSB that may arise under these Terms, the dispute resolution provisions of the applicable MSSB account agreement apply. A.If you are a Prospect, the dispute resolution provisions of the Morgan Stanley Online Prospective Client Access Terms and Conditions shall apply to the resolution of any disputes that you may have with MSSB that may arise under these Terms or with respect to the Services provided under these Terms.9. Dispute Resolution
Neither we nor the Service Provider shall be considered an agent or other legal representative of the other for any purpose by reason of this Agreement. Each of us shall be an independent contractor, and nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of principal, agent, master and servant, employer, or employee between us.10. Independent Parties
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 Services 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. Severability
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.12. Governing Law
