Welcome to Morgan Stanley API Services, provided in connection with Morgan Stanley Matrix®. The API Services are operated by Morgan Stanley & Co LLC, registered in the United States of America with a registered office at 1585 Broadway, New York, NY 10036 (“Morgan Stanley”, “we”, “us”, or “our”).
If you are a Client using the APIs and the API Services to connect your or your Vendor’s technology systems environment (“Client Platform”): the APIs, and the API Services may give you access to Other MS Products and Services which may be subject to the terms of a Client Agreement.
If you are an API Vendor using the APIs and API Services to connect your owned or licensed functionality or services and technology systems environment on behalf of a Client approved by Morgan Stanley (“Vendor Platform”): the APIs, and the API Services may give you access on behalf of a Client approved by Morgan Stanley to Other MS Products and Services which may be subject to the terms of a Vendor Agreement.
Capitalized terms not defined in the body of these Terms have the meaning given to them in Paragraph 16.
If you have any questions in relation to the API Services, DATA or OTHER MS PRODUCTS AND SERVICES, please contact the Morgan Stanley Account Management Team via email at API@morganstanley.com or speak to your usual Morgan Stanley contact.
(a) We are providing you, upon your acceptance of these Terms, with access to the API Services and Data as expressly specified in these Terms.
(b) You hereby agree (and shall procure) that any Authorised Users shall only access and use the API Services and Data from locations where it is permissible to do so under Applicable Law and only in accordance with these Terms.
2. Term and Termination
(a) By: clicking the “accept” button below and/or accessing, receiving or using any of the API Services or Data, you agree that you have read and understood these Terms and that Client or API Vendor, as applicable will be legally bound by these Terms each and every time you access, receive and/or use the API Services or Data. You further confirm that you are authorised to accept these Terms and access, receive and/or use the API Services or Data on behalf of the Client or API Vendor.
(b) These Terms are effective as of the earliest of: (i) the date that you click the “accept” button below; or (ii) the date on which you first access, receive and/or use any of the API Services or Data. These Terms will continue in effect until terminated by either Party at any time, with or without cause, upon written notice to the other Party and may be superseded by other terms and conditions in the future. These Terms will remain in effect with respect to all API Services and Data provided under these Terms regardless of any subsequent termination or other action with respect to the API Services or Data.
(c) Regardless of any other provision in these Terms, we have the right (at any time, with or without cause or notice) to suspend or terminate all or any part of any API Service or Data, or your access to, use or receipt of any API Service or Data or to change the nature, composition or availability of any API Service or Data.
(d) Upon termination of the Terms, you shall cease all use of all of the API Services and Data and, as soon as reasonably possible and in any case no later than two (2) days after termination destroy all copies, full and partial, of the APIs, API Services, Data and Authentication Methods, to the extent reasonably practicable.
3. API Portals
(a) In order to access the API Services you will need to be granted access to the API Portals, including the API Provisioning Console, and issued an Authentication Method.
(b) Access to the APIs via the API Services does not mean that you are authorised to deploy any APIs in a live environment. Deployment of any APIs in a live environment must be pre-approved and authorised by us.
(c) You consent to the delivery of notifications, any other required or optional communication or agreement under any Applicable Law and any agreements or changes in the Terms, by e-mail or other electronic means, subject to compliance with any Applicable Law. Any such documents that are delivered to you electronically are deemed to be “in writing” and in a “durable medium” for EU regulatory purposes. If your signature or acknowledgment is required or requested with respect to any such document and any Authorised User “clicks” in the appropriate space, or takes such other action as may be indicated, you will be deemed to have signed or acknowledged the document to the same extent and with the same effect as if you had signed the document manually. You understand that you have the right to withdraw your consent to the use of electronic delivery of and electronic signatures to documents at any time by providing prior written notice of such withdrawal. However, if you revoke your consent, your access to or receipt and/or use of the API Services may be restricted or terminated.
4. API Services; MS Materials
(a) We grant you, for the duration of these Terms and subject to the restrictions set out in these Terms, a personal, limited, non-exclusive, revocable, non-transferable and non-sublicenseable licence to access and use the API Services as follows:
(i) If you are an API Vendor, to provide “API Vendor Connectivity” (namely, to access and use the APIs and API Services on behalf of a Client approved by us pursuant to Paragraph 4(c)):
(1) to internally develop and test such interface(s) and integration(s) between Vendor Platform and the APIs as may be agreed by us in writing from time-to-time, and
(2) subject always to our prior approval pursuant to Paragraph 3(b), to make available Other MS Products (including Data) to such Client.
(ii) If you are a Client, to access and use the APIs and the API Services:
(1) internally to develop and test interface(s) and integration(s) between Client Platform and the APIs as may be agreed by us in writing from time-to-time; and
(2) subject to our prior approval pursuant to Paragraph 3(b), to access and use the Other MS Products (including Data).
Except as expressly permitted herein, these Terms do not allow you to use the APIs or API Services or Data via any systems that you do not own or control. You receive no intellectual property rights or other rights in or to the API Services, APIs or Data, except those specifically set forth in these Terms. You receive no intellectual property rights or other rights in or to any other MS Materials via these Terms.
(b) Use of APIs and the API Services, may be subject to terms additional to these Terms and may be presented to you electronically within the API Portals. You may only use the APIs, API Portals and other tools in the API Services for their individual intended purpose and in accordance with the published documentation, including any specifications, restrictions and guidance that we may stipulate from time to time.
(c) No API Vendor Connectivity to a live environment may be provided or made available using the API Services unless and until:(i) Vendor has executed a Vendor Agreement; and (ii) the Client in respect of which the API Vendor Connectivity is being provided or made available, has been approved by us in writing and executed a Client Agreement.
(d) You have no rights to any source code for any of the API Services, including any APIs. We may provide certain portions of the API Services and/or Data under license from our Vendors, and you will be subject to any additional terms or restrictions governing your usage that we may communicate to you from time to time, or that are otherwise the subject of an agreement between you and such Vendors.
(e) You acknowledge that all proprietary rights in and to the API Services and MS Materials are owned by us or our Related Parties or their respective licensors, and are protected under intellectual property laws and other Applicable Law. You will protect and not violate those proprietary rights in the API Services or MS Materials and will honour and comply with our reasonable requests to protect our and our Vendors’ contractual, statutory and common law rights in the API Services and MS Materials. If you become aware of any violation of our or our Related Parties’ proprietary rights in the API Services or MS Materials (including any disclosure to, or access by, an unauthorised party) or related products or materials, or of any third party in respect of Your Information, you will notify us in writing immediately.
(f) You agree not to use or attempt to use, or permit any third party to use or attempt to use, the API Services or MS Materials: (i) in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party; (ii) in a way prohibited by Applicable Law; (iii) to attempt to gain or to gain unauthorized access to or disrupt any third party service, device, data, account or network without such third party’s consent;
(iv) to distribute spam, unconsented to messages, or malware; or (v) in a way that could materially harm the functionality of the API Services or MS Materials. You further agree that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the API Services or Data and that we may immediately suspend or terminate your use of all or any of the API Services, or Data where we believe that you are in violation of these Terms.
(g) You may not do or attempt to do, or permit any third party to do or attempt to do, any of the following: (i) copy (except as expressly permitted by these Terms), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any of the API Services or MS Materials (except as and only to the extent any foregoing restriction is prohibited by Applicable Law or to the extent as may be expressly permitted or required (contrary to these Terms) by the licensing terms governing use of any open source components included within the API Services in relation to those open source components); (ii) except as expressly specified in these Terms rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, provide or otherwise make available, white label, or commercially exploit the API Services or MS Materials except as and only to the extent that any foregoing restriction is prohibited by Applicable Law or to the extent as may be expressly permitted or required (contrary to these Terms) by the licensing terms governing use of any open source components included within the API Services in relation to those open source components; (iii) remove any proprietary notices from any of the API Services or MS Materials; (iv) disable, override, or otherwise interfere, directly or indirectly with any of our implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (v) replicate or attempt to replace the user experience of any of the API Services or MS Materials; (vi) attempt to cloak or conceal your identity or the identity of your technology systems or environments when requesting authorization to use the APIs, API Services, or Data; (vii) access or use any or all of the APIs or API Services, or functionality or item therein, or MS Materials or API Vendor Connectivity accessible therein, for the purpose of building a similar or competitive product or service, including, without limitation, to aggregate or form any metadata based on any of them; (ix) perform any vulnerability, penetration or similar testing of the API Services, MS Materials or API Vendor Connectivity; or (x) use or access the API Services, MS Materials or provide API Vendor Connectivity in violation of any Applicable Law or intellectual property right, in a manner that threatens the security or functionality of the API Services or MS Materials or for any purpose or in any manner not expressly permitted in this Agreement. Any attempt to do so is a violation of our rights and the rights of our licensors. If you breach this restriction, you may be subject to legal and/or regulatory action and you may be liable for losses or damages.
(h) We may, from time to time, require you at your own cost to take such steps required to integrate any modifications or updates we require in order to access or use, or make available, the APIs, API Services or Data. You are responsible for ensuring security in connection with your access, receipt and/or use of the APIs, API Services and Data and shall maintain adequate procedures and controls over your access, receipt and/or use of the API Services, Data and Platforms.
(i) You are responsible for all fees, costs and expenses associated with your access to, receipt of and/or use of the APIs, API Services and Data (including communications and other connectivity costs, and costs of any of our Vendor’s software, equipment and any related maintenance services).
(j) You may access, use or receive the API Services, APIs, or Data, only through the use of one or more Authentication Methods. You are solely responsible for ensuring that your Authentication Methods are kept secret and known to only those individual users that you authorise (each an “Authorised User”). You shall ensure that each Authorised User keeps their Authentication Methods secret and known only by that Authorised User only. All Authorised Users must be your officers or employees or agents. Authentication Methods are unique to each Authorised User and must not be shared by such Authorised User. You may not share your Authentication Methods with any third party without our prior written approval. At our request, you will provide us with a list of your Authorised Users, their countries of domicile and any updates of that list. You acknowledge and agree that, in our discretion, we may deny access to or receipt of the API Services, APIs, or Data, to any user of your Authentication Methods.
(k) You will be:(i) solely responsible for all acts or omissions of your Authorised Users or any person using the APIs or API Services or Data through your Authentication Methods, including Your Information as provided or generated by Authorised Users, or Platforms; and (ii) without limiting the foregoing or any other provision of these Terms, bound by all use of the APIs, API Services, Data and any actions using your Authentication Methods, regardless in the case of (i) and (ii) of any period of time that may have elapsed since the first or last time an Authorised User accessed, received and/or used the API Services, APIs or Data.
(l) If an Authorised User ceases to be your officer, employee or agent or authorised on your behalf, or if your Authentication Methods (or the device an Authorised User uses to access the API Services, APIs or Data) have been decommissioned, lost, stolen or compromised, (including where an Authorised User or you become aware of any breach or suspected breach of Paragraph 4(j)) you will promptly notify us. Upon receipt of this notice, your Authentication Methods will be cancelled, but you will be responsible for any actions taken through the use of such Authentication Methods before such cancellation. In our sole discretion, we may terminate, revoke, suspend, modify, or change any or all of your Authentication Methods at any time with or without prior notice.
(m) We may from time to time offer you security tools or methodologies (e.g. IP address filtering) to help you manage your use, access to or receipt of the API Services, APIs and Data. These security tools or methodologies are not intended as a substitute to your obligations under these Terms including your security obligations under this Paragraph 4. To the maximum extent permitted by law, we hereby disclaim any implied term, condition or warranty, in respect of such security tools or methodologies or merchantability or satisfactory quality or fitness for purpose, or implied warranty of non-infringement.
(n) You will be solely responsible for any losses, damages or costs that you may incur as a result of: (i) errors made by or in connection with, or the failure or delay of, Platforms that you use to access, use or receive the API Services, APIs, or Data, or to provide the API Vendor Connectivity; or (ii) your access, use or receipt of the APIs, API Services, Data and/or provision of API Vendor Connectivity.
(o) Any software used by us or our Related Parties, in connection with the API Services may include encryption methods that are subject to the export and/or import control laws of the United States and other countries. You will cooperate with us in complying with any such laws.
(p) We reserve the right to restrict your or any Authorised User’s access to or use of any API if we determine, in our sole discretion, that the volume of queries or calls originating from your use of an API is unduly burdening any API Services, of our systems, or any MS Materials.
(q) These Terms do not entitle you to support for any APIs, API Services, Data, or the API Vendor Connectivity.
5. Representations and Warranties; Disclaimers
(a) Each time you access, receive and/or use the API Services, APIs or Data (or any part thereof), you represent and warrant to us that: (i) your access, receipt and/or use of the API Services, APIs or Data, and your provision of the API Vendor Connectivity, will comply with Applicable Law, and the policies and procedures applicable to the API Services, APIs or Data, these Terms, any applicable MS Agreement, and any other agreement between you and us, as may be amended from time to time; and (ii) you have an existing MS Agreement in place between you and us.
(b) You represent and warrant to us that you have all consents, rights, authority, and have taken all actions necessary, to:(i) access, receive and use the API Services, APIs, and Data; and (ii) if you are an API Vendor, to provide the API Vendor Connectivity.
(c) You accept that the API Services and Data shall not be error free, without interruption and no commitment is given regarding availability of the API Services. If you encounter difficulties, then you may contact the Morgan Stanley Account Management Team and we shall use reasonable efforts to resolve any errors or interruptions to the API Services or Data.
(d) WE MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO YOU CONCERNING THE API SERVICES, APIS OR DATA OR WITH RESPECT TO ANY OTHER CONTENT, DATA OR INFORMATION THAT WE MAY PROVIDE IN CONNECTION WITH THE API SERVICES, APIS OR DATA. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE HAVE MADE NO RECOMMENDATION WITH RESPECT TO THE API SERVICES, APIS OR DATA, AND THAT WE AND ANY OF OUR VENDORS PROVIDE THE API SERVICES, APIS AND DATA ON AN “AS IS” BASIS. USE OF THE API SERVICES, APIS, DATA OR THE PROVISION OF THE API VENDOR CONNECTIVITY IS AT YOUR SOLE RISK AND WITH NO EXPECTATION OF RELIANCE ON YOUR PART. WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, INCLUDING ANY WARRANTY FOR THE USE OR THE RESULTS OF THE USE OF THE API SERVICES, APIS OR DATA WITH RESPECT TO THEIR CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, INDEPENDENCE, TIMELINESS, CONTINUED AVAILABILITY OR OTHERWISE. WE AND OUR RELATED PARTIES ARE NOT RESPONSIBLE FOR MAINTAINING THE API SERVICES, APIS OR DATA, OR FOR SUPPLYING ANY CORRECTIONS, UPDATES OR RELEASES CONCERNING THE API SERVICES, APIS OR DATA. WE ARE NOT SOLICITING ANY ACTION BASED UPON USE OF THE API SERVICES, APIS OR DATA.
(e) You represent and warrant to us that you have all consents, rights, authority and licences to provide Your Information to us and that our access to and use of such Your Information will not infringe or misappropriate the intellectual property rights or other rights of you or any third party. If you are an API Vendor, you represent and warrant to us that: (i) you have all rights, authority and licences to provide the API Vendor Connectivity and that any use thereof will not infringe or misappropriate the intellectual property rights or other rights of any third party; and (ii) you have provided all notices required under Applicable Law in respect of Your Information.
(f) You represent and warrant to us that Your Information transmitted using the API Services or APIs will not be inappropriate, obscene, libellous, harassing, offensive, harmful, manipulative, fraudulent or slanderous.
(g) Without limiting these Terms, including Paragraph 6(a), you represent, warrant and undertake that you shall be responsible for any data retention obligations regarding your access to, receipt of and/or use of the API Services, APIs and Data and Your Information. For the avoidance of doubt the API Services shall not include any data storage, retention or other archiving.
(h) You shall not introduce, nor permit any person to introduce into the API Services, MS Materials, or API Vendor Connectivity, any code, malicious or hidden mechanisms that would impair the operation of, corrupt or degrade the API Services, MS Materials (in whole or in part), or our computers or other devices or software, or would permit other users access to any part of the API Services, or MS Materials nor shall you, your Related Parties or any third party acting on your behalf use the API Services, MS Materials, to gain any unauthorised access to any computer system.
(i) You represent and warrant to us that you will not attempt to gain unauthorised access to the API Services, or MS Materials.
(j) You represent and warrant that you shall not act against any of the API Services or MS Materials, in any way including via a denial of service attack or a distributed denial of service attack.
(k) You represent and warrant that you will not carry out any scraping, harvesting or extraction of any Data, whether manually, automatically, via bots, or otherwise.
6. Limitation of Liability; Indemnity
(a) We and our Related Parties hereby disclaim all liability, contingent or otherwise, to you and to Your Related Parties, for the correctness, quality, accuracy, security, completeness, reliability, speed, performance, independence, timeliness, pricing or continued availability of the API Services, APIs, or Data, or for delays or omissions of the API Services, APIs, or Data, or for the failure of any connection or communication service to provide or maintain your access to or receipt of the API Services, APIs, or Data, for any interruption in or disruption of your access or any erroneous communications between us and you, or for any contribution assistance or advice we or our Related Parties may give to you or your Related Parties in establishing or maintaining your interface with or otherwise in connection with your access to, receipt of and/or use of the API Services, APIs, or Data.
(b) We and our Related Parties disclaim all liability, contingent or otherwise, to you and to Your Related Parties directly or indirectly caused by the occurrence of any matter beyond our or our Related Parties’ control, including the unscheduled closure of an exchange or market or breakdown or failures of transmission or communication facilities, execution and/or trading facilities or other systems, it being understood that we and our Related Parties shall be excused from performance of our or our Related Parties’ obligations hereunder for such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom.
(c) We and our Related Parties disclaim all liability in the form of administrative costs, loss of revenue, loss of profit, loss or degradation or corruption of data, loss as a result of business interruption or property damage, any indirect, incidental, consequential, special, exemplary or punitive damages, which you or third parties may incur or experience, arising out of or relating to the API Services, APIs, or Data, even if we or our Related Parties know of the possibility of those damages.
(d) We and our Related Parties are not responsible for informing you or third parties of any difficulties that we, our Related Parties or other third parties experience concerning use of the API Services, APIs or Data or to take any action in connection with those difficulties.
(e) Subject to Applicable Law, we and our Related Parties also have no duty or obligation to verify, correct, complete or update any information displayed in, or transmitted via the provision of, the API Services, APIs, or Data.
(f) Without limiting the foregoing, you are solely responsible for any losses, damages or costs resulting from your use or reliance on any Data or API Services or APIs that we or our Related Parties may provide. You will make your own independent decisions with respect to your access, receipt, or use of any of the API Services, APIs, or Data, or the provision of API Vendor Connectivity.
(g) You will indemnify, protect, and hold harmless us and our Related Parties from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, costs and expenses (including attorney’s fees and expenses) (collectively, “Losses”) arising out of or relating to: (i) the use or misuse of, or provision of, the API Services, APIs, Data, by you or your Related Parties, including, without limitation, any breaches of these Terms, Applicable Laws or of the security of the API Services (including any access or entry into any of our other systems not covered by these Terms); and (ii) you or any of your Related Parties' inability to use or receive the API Services, APIs, Data or (as applicable) to provide the API Vendor Connectivity to a Client.
(h) You shall cooperate with us as fully as reasonably required in the defence and/or settlement of any claim subject to the indemnity provisions set out in Paragraph 7(g) of these Terms. We reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you. You shall not in any event settle any matter relating to these Terms without our prior written consent.
(i) Your Information that you enter through the API Services, including any APIs, may be routed to our or our Related Parties’ Vendor’s systems. We are not responsible for any losses, damages, costs or expenses that may result from delays or errors made by any such system in reading, processing or executing Your Information, or if any such system otherwise fails to properly execute, transmit or protect Your Information.
(j) Without limiting these Terms, including Paragraph 6(a), in no event will our liability and the collective liability of our Related Parties and any of our Vendors, if any, arising out of any kind of legal claim or series of legal claims in any given calendar year, whether in contract, tort (including negligence), or otherwise, or in any way connected to your use or inability to use or otherwise arising out of or relating to the API Services, APIs, or Data, exceed USD $50 (Fifty US Dollars) unless such liability cannot be limited under Applicable Law.
(k) Notwithstanding anything to the contrary herein, in no event will we or our Related Parties be responsible or liable for any API Vendor Connectivity. We expressly disclaim all liability for any API Vendor Connectivity and any data exchanged between API Vendor and a Client approved by us pursuant to Paragraph 4(c). In no event will we or our Related Parties be liable if any API Vendor is unable to make provide any API Vendor Connectivity to a Client.
(l) None of the above will limit your rights and remedies under any Applicable Law which cannot be excluded by law.
(a) You will supply us with all information we may reasonably request in writing concerning you and your use of the API Services, APIs and Data. You will, and you will procure that your Related Parties will, also provide and obtain any consents that we may reasonably request in connection with the provision of information to us by you or on your behalf. If you are an API Vendor you will further procure that Clients will also provide and obtain any consents that we may reasonably request in connection with the provision of information to us by you. We may report information obtained under this Paragraph 7(a) to our Related Parties or to regulatory authorities, as we determine in our sole discretion to be necessary. You consent and agree to comply with any of our privacy policies and procedures that we provide.
(b) Without limiting these Terms, including Paragraph 7(a), with respect to any Data (including market data, prices and future projections) that we or any Vendor provide to you in connection with or via your use of the API Services: (i) we and any Vendor have the right to change, at any time, the composition, constituents and/or computation methodology of any Data, (ii) we and any Vendor are not responsible or liable if any such Data is inaccurate or incomplete in any respect or is unavailable for any period of time; (iii) we and any Vendor are not responsible or liable for any actions that you take or do not take based on such Data; (iv) you will use such Data solely for the purposes set forth in these Terms and any MS Agreement; (v) such Data is proprietary to us and neither you nor any Vendor will retransmit or disclose such Data to third parties except as required by Applicable Law; and (vi) you will use such Data solely in compliance with Applicable Law.
(c) The API Services and all information on the API Services are proprietary, confidential and incorporate trade secrets that are valuable property to us or to any applicable Vendors selected by us. Except as required by Applicable Law or as expressly agreed in writing between us and you, you and your employees will hold these Terms, the API Services and Data in strict confidence and not disclose them to third parties or use them for any purpose not contemplated by these Terms. You will take all necessary steps to prevent any unauthorised use or disclosure of the Terms, the API Services and the Data.
(d) You may not use or otherwise export or re-export any part of the Data except as authorised by us. In particular, but without limitation, you shall not export or re-export any part of the Data to (i) any countries embargoed by the United States of America, the United Kingdom or the European Union or (ii) to anyone on the United States Department of the Treasury’s list of Specially Designated Nationals or the United States Department of Commerce Denied Person’s List or Entity List. By using the Data, you warrant that you are not located in any such country or on any such list. You also agree that you will not use the Data for any purposes prohibited by Applicable Law.
8. No Promotion
Without the prior written consent of an authorised representative of the other Party, neither Party will in connection with these Terms or their subject matter (i) use the name of the other Party or its affiliates
or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation of the other Party or its affiliates in advertising, publicity, or otherwise; or (ii) represent (directly or indirectly) that any product or any service provided by the Party has been approved or endorsed by the other.
9. Internet and Communications Networks
(a) You acknowledge and agree that your access, receipt and use of the API Services, APIs and Data will require access to the internet or communication networks and/or API Services, APIs and Data.
(b) You acknowledge and agree that the internet and communications networks, including, for purposes of this Paragraph 9, any public or private third party network over which you and we may communicate, is not a secure network and that any communications transmitted over the internet or a communications network may be intercepted or accessed by unauthorised or unintended parties, may not arrive at the intended destination or may not arrive in the form transmitted. You agree that neither we nor our relevant Vendors take any responsibility for any communications transmitted over the internet or a communications network and that there can be no assurance that such communications shall remain confidential or intact. Any communications transmitted to or from you through the API Services, APIs and Data shall be at your sole risk. If you access, receive or view the API Services, APIs or Data by means or in formats other than as originally intended or provided by us, you remain responsible for reviewing all pertinent portions of the API Services, APIs and Data (as the case may be), including any relevant disclosures and disclaimers.
In some circumstances we may monitor, record or inspect communications (including electronic communications, telephone calls and internet usage) using monitoring devices, cookies or other technical or physical means. Such monitoring may take place only where necessary and proportionate for purposes permitted by law from time to time together with any other purposes for which we may be entitled to monitor communications from time to time. In case monitoring is only permitted with your prior consent, we will inform you about our intention to monitor before it takes place and ask for your consent.
You agree that we may carry out monitoring by using the tracking tools and cookies that are described in our Privacy & Cookies Policy - and hereby provide your consent to such monitoring. You agree that we may carry out such monitoring and hereby provide your consent to such monitoring.
11. Your Information
(a) You hereby authorise us and our Related Parties under these Terms, subject to adequate confidentiality and safeguard obligations as reasonably determined by us, to use, disclose and otherwise process, (anywhere in the world where we and/or our Related Parties do business), Your Information: (i) for business purposes or in accordance with the rules of any applicable regulatory or self-regulatory body and in compliance with Applicable Law; (ii) in connection with the API Services, improving the content, performance or security of the API Services, administering and executing transactions, maintaining our relationship, suggesting other products and API Services that may be of interest to you; and (iii) as may be required by law or regulation.
(c) You agree that we may collect and use technical data and related information, including technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other API Services to you (if any) in relation to the API Services. We may use this information to improve our products and API Services, and to provide other API Services and technologies to you.
(d) To the extent as may be applicable, the Parties acknowledge and agree that no contracting or transaction information required under Articles 10 and 11 of the E-Commerce Directive (2000/31/EC) as implemented in EU member states or any similar corresponding laws of any other jurisdiction from time to time will be provided with regard to business to business contracts concluded electronically as a result of your access to, receipt and/or use of, the API Services.
(e) E-mail, chat and instant messaging features may be provided to you as a convenience to enhance your communications with us. You will use these features in compliance with Applicable Law, and you will not use them to transmit inappropriate information. We are not responsible for any communications made by using such features.
12. Precedence of Terms
These Terms and any MS Agreement to which you are a party shall supplement each other, as far as such respective other agreement does not contradict these Terms. To the extent of any inconsistency between these Terms and any such other agreement, the relevant other agreement shall prevail over these Terms.
13. Limitation Period
Any cause of action with respect to the API Services, APIs or Data must be commenced by you within one year after the claim or cause of action arises.
Each of Morgan Stanley’s Related Parties are express third party beneficiaries to these Terms which are entitled to enforce the terms and conditions of these Terms, including those in Paragraph 6 (as applicable), in accordance with Applicable Law as if a party hereto. Except as specifically stated in the preceding sentence, any party which is not a Party to these Terms shall not have any right from or have any right to enforce any term or condition of these Terms. The Parties shall be entitled to rescind or vary these Terms without the consent of Morgan Stanley’s Related Parties.
(a) You acknowledge that you entered into these Terms without inducement by any representation, warranty or undertaking not set forth in these Terms.
(b) You will be bound by amendments to these Terms that we may make from time to time, as further described in this subparagraph. Clicking any “accept” button for such amended Terms; or printing, signing and returning any amended Terms to us; or your continued use of the API Services, APIs or any Data five (5) days after receipt of notice of amendment (or earlier if specified in the notice of amendment), each shall represent your acceptance of such amended Terms. We may amend these Terms in whole or in part at any time, including to impose charges for use of the API Services, APIs or Data or any portion thereof or to expand the scope of the API Services, APIs or Data.
(c) Neither Party may assign these Terms without the other Party’s prior written consent. However, notwithstanding the previous sentence, we may assign these Terms to any entity (i) controlling, controlled by, or under common control with us, or (ii) which succeeds to all or substantially all of our assets and business.
(d) If any provision of these Terms (or any portion thereof) is invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Terms will not be affected or impaired.
(e) Where any form of the word “including” appears in these Terms, it will be interpreted as if followed by the phrase “without limitation”.
(f) These Terms, in addition to any additional terms, specifications, restrictions and guidance we may stipulate from time to time with respect to the APIs, constitute the entire agreement between you and us with respect to the API Services.
(g) Any forbearance or delay on the part of either party in enforcing any provision of these Terms or any of its rights pursuant to these Terms shall not be construed as a waiver of such provision or of a right to enforce the same for such occurrence or any future occurrence.
(h) Any notices or other communications required or permitted to be given or delivered under these Terms by us to you shall be provided through the API Services, by e-mail, by facsimile or in writing to any address provided by you, which you are solely responsible for updating as necessary. Any notices or other communications under these Terms by you to us shall be provided in writing to Morgan Stanley & Co. LLC, 1585 Broadway, New York, NY 10036, United States of America, Attn: Morgan Stanley Matrix Account Management Team with a copy to Technology and Data Legal Group at the same address or as otherwise specified in writing. Notices transmitted electronically (e-mail or fax or phone) shall be effective upon transmission, provided that such notice is properly addressed and no undeliverable or error message is generated in respect of that transmission; all other notices shall be effective upon receipt.
(i) You shall appoint an individual authorised representative or representatives who shall be responsible for general administrative and technical matters relating to your access to, receipt and/or use of the API Services, APIs and Data including: responding to any requests for information made by us pursuant to Paragraph 7(a); supplying us with lists of your Authorised Users pursuant to Paragraph 4(j); and reporting lost or compromised Authentication Methods pursuant to Paragraph 4(l).
(j) The headings in these Terms are intended for convenience of reference and will not affect interpretation.
(k) References to legislation, regulations and rules in these Terms include any amendments thereto from time-to-time.
(l) Each Party acknowledges that a breach of any provision of Paragraph 4, 5, 7 or 8 of these Terms will cause the other irreparable injury and damage. Therefore, injunctive relief may be sought in addition to any other rights and remedies which may be available to the Party at law or in equity.
(m) You agree to cooperate with any reasonable request we may make in order to respond to any inquires made by any Vendors, exchanges, or other regulatory, self-regulatory or governmental authorities in connection with the API Services, APIs or Data.
(n) These Terms are deemed entered into in New York, New York and will be governed and construed in all respects by the laws of the State of New York, without giving effect to the principles of conflicts of law. Any litigation or other dispute resolution (whether contractual or non-contractual) between the Parties arising out of or in connection with these Terms will take place only in New York County, New York. The Parties consent to exclusive personal jurisdiction of and venue in the state and federal courts within that county. YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE UNDER ANY APPLICABLE LAW TO A JURY TRIAL.
(o) Each Party’s “Representations and Warranties; Disclaimers” (Paragraph 5) constitute continuing obligations under these Terms, including those relating to “Term and Termination” (Paragraph 2) “Limitation of Liability; Indemnity” (Paragraph 6) and “Data” (Paragraph 7), “Precedence of Terms” (Paragraph 12), “Limitation Period” (Paragraph 13), and “Beneficiaries” (Paragraph 14). Each of these paragraphs will survive the termination of these Terms.
(p) For the avoidance of doubt, whenever these terms refer to you representing and warranting, such representation and warranty shall be deemed to include a covenant such that you represent, warrant and covenant to the stated effect.
(q) If you provide feedback or suggestions about any of the API Services (including any APIs) or Data, then we (and those we allow) may use such information without obligation to you.
16. Definitions and Interpretation
“API Portals” means the websites developed and owned by Morgan Stanley (or its Related Parties) as updated from time to time and accessible at our website at URL: https://developer.morganstanley.com, https://api.morganstanley.com, https://api.ms.com and the API Provisioning Console within Matrix and any alternative, replicated and/or back up websites made available by us and/or our Related Parties, that enables access to the API Services or any part thereof.
���API Provisioning Console” means the application made available to you via Matrix for the administration of APIs and API Services including the ability to request the right to use APIs, administer Authorized Users and Platforms for API Services, and administer Authentication Methods applicable to APIs.
“API Services” means the services pursuant to which we make available to Clients or API Vendors, (i) the API Portals, including the API Provisioning Console; and (ii) the APIs, in each case as updated from time to time and accessible at our website at URL: https://developer.morganstanley.com, https://api.morganstanley.com, https://api*.ms.com and any alternative, replicated and/or back up website made available by us and/or our Related Parties, that enables access to the foregoing services (or any part thereof).
“API Vendor Connectivity” has the meaning set out in Paragraph 4.
“API Vendor” means a Client’s Vendor (other than Vendor personnel acting in the capacity of a client’s Authorised User) who accesses and uses the API Services in order to provide the API Vendor Connectivity to such Client.
“API” means application programming interfaces developed and owned by Morgan Stanley (or its affiliate(s)).
“Applicable Law” means applicable law, rules or regulations.
“Authentication Methods” means keys, credentials, passwords, personal identification numbers (PINs), digital certificates, or other methods that we specify, to authenticate you or enable access to, receipt and/or use of, the API Services or any part thereof.
“Authorised User” means as set out in Paragraph 4(j).
“Client Agreement” means any agreement or other documentation between a Morgan Stanley client and us (or one of our affiliates) governing such client’s use, access to or receipt of Other MS Products and Services.
“Client” means an entity that is party to at least one valid and existing Client Agreement.
“Data” means any and all content, information and data, in whatever form, provided by or on behalf of Morgan Stanley and its Related Parties whether directly or indirectly via the APIs and API Services or otherwise.
“Losses” means as set out in Paragraph 6(g).
“Matrix” or “Morgan Stanley Matrix®” means Morgan Stanley’s electronic platform.
“MS Agreement” means either the Client Agreement or Vendor Agreement, as applicable.
“MS Materials” means the APIs, API Portals, Data, Other MS Products and Services, and Our Systems, in each case, as updated from time to time.
“Our Systems” means software, firmware, hardware, equipment, computer systems, databases, domains, servers, devices and networks that we and our Related Parties control, own or operate and includes software, firmware, hardware, equipment, computer systems, databases, domains, servers, devices and networks provided by a third party for the benefit of us or our Related Parties.
“Party” means either Morgan Stanley, API Vendor or the Client as appropriate. “Parties” shall be construed to mean either Morgan Stanley and API Vendor or Morgan Stanley and Client as appropriate.
“Platforms” means any Client Platform or Vendor Platform.
“Related Parties” means a Party’s officers, employees, affiliates and Vendors (including officers, employees and agents of such affiliates and Vendors) (each a “Related Party”).
“Vendor Agreement” means any agreement or other documentation between an API Vendor and us (or one of our affiliates) regarding API Vendor’s use, access to or receipt of Other MS Products and Services on behalf of a Client approved by us.
“Vendor” means any third party service or product supplier.
“You” and “your” means the legal entity (i) which is permissioned by us to access, receive and/or use the API Services, APIs or Data, except in the section entitled Acceptance below, where reference to “you” in addition shall include the individual(s) clicking the accept button below; and/or (ii) which accesses, receives and/or uses the API Services, APIs or Data. “You” may include a Client or an API Vendor.
“Your Information” means any transmission, order, trade allocations (including default trade allocations), data, personal data, documents, instructions, and other materials that a Client and/or API Vendor and their Related Parties provide, or is obtained by us from you or your Related Parties in the course of the provision, access and/or use of the MS Materials, APIs and API Services or in your other communications with us, including telephone calls, sms, instant messaging, and e-mails, as well as your or your Related Parties’ use of our API Services and “cookie” information