Morgan Stanley Smith Barney LLC, Morgan Stanley & Co. LLC, their subsidiaries and affiliates (“Morgan Stanley”) are pleased to offer you use of the Morgan Stanley skills on Amazon’s Alexa service and/or on any Alexa-enabled device (each a “Skill”).
Amazon’s Access to Information
The Skill allows you to use an Alexa-enabled device, such as an Amazon Echo or Amazon Fire TV, to interact with Morgan Stanley via voice. Alexa is a service of Amazon, not Morgan Stanley, and is enabled by Amazon’s systems. Your interactions with Morgan Stanley through Alexa could be recorded in part or whole by your Alexa-enabled device or by Amazon. Please review and refer to your Amazon Alexa agreements regarding how Amazon and your Alexa-enabled device(s) treat those interactions.
Once you enable the Skill, Morgan Stanley treats all communications coming from Alexa through the Skill as originating from you or your authorized representative. Additionally, you should be aware of your surroundings as verbal commands in utilizing the Skill may be overheard by those nearby.
You understand, acknowledge and agree that not all commands and questions may be understood and/or recognized by Alexa. You agree that Morgan Stanley is not responsible for any inaccuracies that result from the use of this Skill.
Third Party Information
Certain information provided through the Skill has been independently obtained from third parties, various securities markets, such as stock exchanges and their affiliates, any supplier of market data and through other outside sources. The accuracy, completeness, timeliness, or correct sequencing of information is not guaranteed by Morgan Stanley, the third parties or any parties transmitting the information. There may be delays, omissions or inaccuracies in the information.
REPRESENTATIONS AND WARRANTIES
MORGAN STANLEY HEREBY DISCLAIMS, AND YOU HEREBY WAIVE ALL REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, THE WARRANTY OF FITNESS FOR A PARTICULAR USE, WARRANTY AGAINST INTERFERENCE WITH ENJOYMENT OF INFORMATION OR AGAINST INFRINGEMENT, AND ANY AND ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING INFORMATION OR ANY ASPECT OF THE SKILL. THE SKILL IS PROVIDED ON AN ‘”AS IS”, “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFOMANCE AND EFFORT IS WITH YOU. SOME FUNCTIONS OF THE SKILL ARE SUBJEDT TO ADDITIONAL LIMITATIONS AND DISCLAIMERS AS SET FORTH BELOW.
You understand that each participating national securities exchange or association asserts a proprietary interest in all of the market data it furnishes to the parties that disseminate its data. You also understand that neither any participating national securities exchange or association nor any supplier of market data guarantees the timeliness, sequence, accuracy or completeness of market data or any other market information or messages disseminated by any party. No disseminating party shall be liable in any way, and you agree to indemnify and hold harmless such party, including, but not limited to Morgan Stanley, for any inaccuracy, error message or any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission; (ii) non-performance; or (iii) interruption of any such data, information or message due either to any negligence act or omission by any disseminating party or to any force majeure (i.e., flood, extraordinary weather conditions, earthquake, snow or other act of God, fire, war, insurrection, riot, labor dispute, terrorist attack, accident, action of government, communications or power failure, equipment or software malfunction), technical, hardware or software malfunctions, lost or unavailable network connections, or failed, incomplete or delayed computer transmissions, internet transmissions, or any other cause. You understand that the Terms may be enforced directly against you by Morgan Stanley or by the national securities exchanges and associations or by any supplier of market data providing the market data. You also acknowledge that the use of the Skill through the Alexa service may introduce additional delays in reporting market data as requests and responses are translated to and from vocal commands and responses, and that Morgan Stanley, Amazon, the national securities exchanges and associations and any supplier of market data shall not be liable in any way for such delays.
Limitation of Liability
In no event will Morgan Stanley, its affiliates, or any third party, be liable to you or to anyone else for any consequential, incidental, special or indirect damages, including but not limited to lost profits, trading losses and/or damages that result from any inconvenience, delay or loss of the use of the Skill, even if Morgan Stanley, or any third party, have been advised of the possibility of such damages or losses. Neither Morgan Stanley, its affiliates, nor any third party shall be liable for any loss resulting from a cause, over which such entity does not have direct control, including but not limited to, failure of electronic or mechanical equipment or communications lines, telephone, internet or other interconnect problems, unauthorized access, theft, operator errors, severe weather, earthquakes, terrorist attacks, snow, flooding, or other labor problems. Some states do not allow limitations on how long implied warranties last, the exclusion or limitation of incidental or consequential damages, or the exclusion of certain implied warranties, so these disclaimers and limitations may not apply to you. Your rights may vary from state to state.
You are responsible for the confidentiality and use of user IDs/passwords and other security data in conjunction with the Skill. You agree that you will be responsible for any data transmitted, or products or services obtained through the use of your user ID/password, including in the case of unauthorized access by a third party.
This limitation on liability includes, but is not limited to, the transmission of any viruses which may infect a user's equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure.
In performing its duties hereunder, Morgan Stanley shall not be liable to any party for damages, losses, or expenses, except for gross negligence or willful misconduct, nor under any circumstances for consequential, special, punitive, or indirect losses or damages in connection with your use of the Skill.
You agree to indemnify and hold us harmless against and from all costs, losses and expenses to which we may be liable or for which we may become liable by reason of any legal proceeding relating to your use of the Skill.
Disclaimer of Morgan Stanley Responsibility
You expressly agree that your use of the Skill shall be at your sole risk and you assume any and all risks incidental to and arising out of the use thereof.
You agree that we are not liable for any loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, civil disturbances, terrorism, strikes, natural calamities, acts or omissions of exchanges, specialists, markets, clearance organizations or information providers, delays in mails, delays or inaccuracies in the use of the Skill, or other conditions beyond Morgan Stanley’s control.
The Skill is provided on an “as is” and “as available” basis, with all faults. Morgan Stanley makes no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Skill or any content. Morgan Stanley does not warrant that the Skill will (a) be uninterrupted, error-free, secure, or free of viruses or other harmful components or that the Skill can operate in combination with any other hardware, software or systems and (b) meet your requirements or expectations. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed by Morgan Stanley to the maximum extent permitted by applicable law. The Skill may be subject to limitations, delays or other problems which are inherent in the use of the internet and electronic communications. Morgan Stanley cannot and does not guarantee continuous, uninterrupted or secure access to the Skill and is not liable for any interruptions to your access of the Skill.
Morgan Stanley will not be responsible for any loss or damage that could result from interception by third parties of any information or services made available to you via the Skill. Neither Morgan Stanley, nor any of its affiliates, directors, officers or employees, nor any third party vendor, will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of the Skill, or resulting from the act or omission of any other party involved in making the Skill available to you, or from any other cause relating to your access to, inability to access, or use of the Skill, whether or not the circumstances giving rise to such cause may have been within the control of Morgan Stanley or of any vendor providing software or services.
No Offers or Solicitations
The information and content provided through the Skill whether from Morgan Stanley or from third parties as well as these Terms are not to be construed as an endorsement, recommendation, investment advice or an offer or solicitation to buy or sell securities of any kind. The information and content provided through the Skill should not be used as a basis for any investment decision as it does not provide individually tailored investment advice. It has been prepared without regard to your financial circumstances and objectives. Any strategies and/or investments discussed may not be suitable for you. The appropriateness of a particular investment or strategy will depend on your individual circumstances and objectives. Morgan Stanley recommends that you independently evaluate the information and content provided through the Skill whether from Morgan Stanley or from third parties as well as these Terms and particular investments and strategies, and encourages you to seek the advice of a financial advisor.
These Terms as well as the information and content provided through the Skill and all content on and/or relating to the Skill are for informational purposes only and are not an offer and/or a solicitation to buy or sell any security or other financial instrument or to participate in any trading strategy. The Terms as well as the information and content provided through the Skill and all content on and/or relating to the Skill are based on public information as of the time it was created, may become stale thereafter. Morgan Stanley has no obligation to provide updated information with respect to the content on the Skill in whole or in part. Morgan Stanley suggests that you seek the advice of your own financial advisor regarding the terms as well as the information and content provided through the Skill and all content on and/or relating to the Skill.
Morgan Stanley Client Status
Neither these Terms not the use of the Skill is meant to imply, infer, and/or confer directly and/or indirectly Morgan Stanley client status upon you. If, at the time you enable the Skill you are a client of Morgan Stanley or if you become a client of Morgan Stanley at any time subsequent thereto, nothing in these Terms nor in the use of the Skill supersedes and/or amends your Morgan Stanley Client agreement and any and all other agreements or contracts that govern your client relationship with Morgan Stanley.
Governing Law; No Jury Trial; Injunctive Relief
To the maximum extent permitted by applicable law, (a) these Terms shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to its choice of law principles; (b) the exclusive jurisdiction for any action or proceeding arising out of or related to these Terms shall be a state or federal court located in the County and State of New York; and (c) You agree not to bring any such action or proceeding in any other venue or location. YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE UNDER ANY APPLICABLE LAW TO A JURY TRIAL. You acknowledge that any breach or threatened breach by you of any provision of these Terms may cause us irreparable injury and damage and, therefore, that any such breach or threatened breach may be enjoined through injunctive proceedings in addition to any other rights and remedies that may be available to us at law or in equity.