Wind River Capital Strategies
Terms and Conditions
Effective Date: July 15, 2025
These Terms and Conditions (the "Terms") govern your use of services and content provided by Wind River Capital Strategies LLC ("Wind River Capital Strategies," "WRCS," "we," "our," or "us"), including but not limited to access and use of our website (the "Site"), consulting and advisory services ("Services"), and any materials made available through WRCS.
By accessing the Site or using any of our Services, you agree to be bound by these Terms.
1. Engagement of Services
Services provided by WRCS are for the sole use of the individual or entity contracting for such services. You may not reproduce, distribute, resell, sublicense, or otherwise share WRCS Services or any related content without our express written permission. WRCS reserves the right to restrict or terminate access if misuse or unauthorized sharing is suspected.
2. Fees and Payment
You agree to pay all fees as agreed in your Consulting or Advisory Agreement. Payment must be made in full before the commencement of services unless otherwise stated in writing.
3. Privacy Policy
Please refer to our Privacy Policy for details on how we collect, use, and protect your personal information.
4. Refunds
No refunds will be issued after Services have commenced. If a third party has made payment on your behalf, any refund (if applicable) will be returned to the original payor. Refunds will never exceed the amount paid minus fees for work already performed.
5. Intellectual Property
All reports, documents, deliverables, templates, and related content provided by WRCS ("Service Content") are owned by WRCS or its licensors. You are granted a limited, non-exclusive, non-transferable, revocable license to use such content solely for your personal or internal business purposes during the term of your engagement. You may not copy, distribute, reverse engineer, or otherwise exploit any Service Content without prior written consent from WRCS.
6. User Content
By submitting any materials, comments, or feedback ("User Content") to WRCS, you grant us a royalty-free, irrevocable, perpetual, and worldwide license to use, display, distribute, and modify such content for any lawful purpose. You represent that you have the legal right to submit such content and that it does not infringe on any third-party rights.
7. Third-Party Links
The Site may contain links to third-party websites. WRCS is not responsible for the content, accuracy, or availability of any linked websites. Linking does not imply endorsement.
8. Copyright Policy
If you believe that content on the Site infringes your copyright, please notify us at legal@windrivercapstrat.com with the following:
A physical or electronic signature of the rights owner or authorized agent;
Description of the copyrighted work;
URL or location of the infringing content;
Your contact details;
A statement that you believe the use is unauthorized;
A statement, under penalty of perjury, of the accuracy of your claim.
9. Account Security
If Services include account access, you are responsible for maintaining the confidentiality of your credentials. WRCS is not responsible for any unauthorized access resulting from your failure to protect login information.
10. No Guarantees or Warranties
All Services and content are provided "as is" without warranties of any kind, whether express or implied. WRCS disclaims any implied warranties including merchantability, fitness for a particular purpose, and non-infringement.
11. Limitation of Liability
WRCS shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits or data, arising from or related to the use of our Services. Total liability shall not exceed the fees paid by you to WRCS.
12. Changes to Services or Terms
WRCS may update, modify, or discontinue any Services or revise these Terms at any time without notice. Your continued use of Services constitutes acceptance of the updated Terms.
13. Governing Law and Arbitration
These Terms shall be governed by the laws of the State of New York and applicable U.S. federal law. Any disputes shall be resolved by binding arbitration under the American Arbitration Association rules in New York, NY, unless otherwise mutually agreed.
14. Taxes
You are responsible for paying any applicable taxes related to the purchase or use of Services.
15. Miscellaneous
These Terms constitute the entire agreement between you and WRCS. If any provision is found unenforceable, the remaining provisions remain in effect. No waiver of any provision shall be deemed a waiver of any other provision.
16. Intellectual Property Warning
Unauthorized use, distribution, or reproduction of WRCS materials is strictly prohibited. All materials are protected by copyright and trademark law.
17. No Offer of Securities; Private Funds and SPVs
17.1 For the avoidance of doubt, nothing on the Site, and nothing contained in any reports, presentations, commentary, white papers, case studies, blog posts, emails, or other materials made available by WRCS (collectively, “WRCS Materials”), shall constitute or be construed as (a) an offer to sell, or a solicitation of an offer to buy, any security, interest in any investment fund, or interest in any special purpose vehicle (“SPV”), or (b) an offer of investment advisory services to any person where such offer would be unlawful.
17.2 Any interests in a WRCS-sponsored or -advised investment vehicle, including without limitation any fund-of-funds, private investment fund, SPV, co-investment vehicle, or similar pooled investment structure (each, a “WRCS Fund”), will be offered and sold, if at all, only pursuant to the terms of a confidential private placement memorandum or other definitive offering documents (collectively, “Offering Documents”) and only in jurisdictions and to persons where such offerings and sales are lawful and exempt from registration. In the event of any conflict between these Terms or any WRCS Materials, on the one hand, and any applicable Offering Documents, on the other, the Offering Documents shall control.
17.3 You acknowledge and agree that no WRCS Fund is or will be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and that any interests in a WRCS Fund will be offered and sold in reliance on one or more exemptions from such registration, including, without limitation, Section 3(c)(7) of the Investment Company Act.
18. Investor Eligibility; Regulation D and Qualified Purchasers
18.1 Any offering of interests in a WRCS Fund will be made, if at all, in reliance on one or more exemptions from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, Regulation D thereunder (which may include Rule 506(b) and/or Rule 506(c)). Any such interests will not be registered under the Securities Act or the securities laws of any state or non-U.S. jurisdiction.
18.2 Any interests in a WRCS Fund may be offered and sold solely to persons who satisfy all applicable investor eligibility, suitability, and qualification requirements under applicable law and the relevant Offering Documents, which may include, without limitation, “accredited investors” (as defined in Rule 501(a) under the Securities Act), “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act), “qualified clients” (as defined in Rule 205-3 under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”)), and/or similar categories of sophisticated or institutional investors.
18.3 WRCS reserves the right, in its sole discretion, to reject any actual or potential investor, to require additional information or documentation in order to determine eligibility or suitability, and to rely upon information and representations provided by you in connection with any eligibility or qualification questionnaires, including, without limitation, any qualified purchaser or accredited investor certifications submitted through the Site or otherwise.
19. No Investment, Legal, or Tax Advice; No Advisory Relationship Created
19.1 WRCS Materials are provided for general informational and educational purposes only and do not constitute, and shall not be construed as, (a) investment, legal, accounting, or tax advice, (b) a recommendation, endorsement, or opinion regarding the appropriateness of any investment, strategy, or course of action, or (c) a representation that any particular investment or strategy is suitable or appropriate for you or any other person.
19.2 Your use of the Site and/or WRCS Materials, including any communications with WRCS through the Site or via email, phone, or other means, does not create and shall not be construed as creating (a) a client–adviser relationship, (b) a fiduciary relationship, or (c) any other advisory, agency, or partnership relationship between you and WRCS, unless and until a separate, written agreement is executed by you and WRCS expressly establishing such a relationship.
19.3 You are solely responsible for consulting your own independent legal, tax, financial, and other professional advisers as you deem appropriate before making any investment or other financial decision.
20. Performance Information; Forward-Looking Statements; Hypotheticals
20.1 Any performance-related information, projections, targets, forecasts, or illustrative returns included in any WRCS Materials (if and when provided) are provided for informational purposes only, may be based on a variety of assumptions, and may be subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond the control of WRCS or any WRCS Fund. Actual results may differ materially from those expressed or implied.
20.2 Any references to past performance are not, and shall not be construed as, guarantees, promises, or indications of future performance or results. No representation is made that any WRCS Fund, any SPV, or any investment will or is likely to achieve results comparable to those shown or that any target or projected returns will be met.
20.3 To the extent any hypothetical, pro forma, or back-tested performance is presented, such information has inherent limitations, may not reflect actual trading or investment, and may not reflect the impact that material economic and market factors might have had on WRCS’s decision-making if actual investments had been made.
21. Geographic, Regulatory, and Sanctions Limitations
21.1 The Site and WRCS Materials are not directed to any person or entity in any jurisdiction where (a) the distribution of such materials or (b) the offering of any securities or advisory services would be contrary to applicable law or regulation. Persons or entities in respect of whom such restrictions apply must not access or use the Site or WRCS Materials.
21.2 Without limiting the foregoing, you represent and warrant that you are not (a) located in, organized under the laws of, or ordinarily resident in any country or territory that is the subject of comprehensive economic or financial sanctions, or (b) identified on, or owned or controlled by any person identified on, any list of sanctions targets maintained by the U.S. Office of Foreign Assets Control (“OFAC”) or any other applicable sanctions authority.
21.3 WRCS reserves the right to restrict or terminate access to the Site, WRCS Materials, and/or any WRCS Fund in its sole discretion in order to comply with applicable laws, regulations, and sanctions regimes.
22. Relationship to Prior Sections; Precedence of Offering Documents
22.1 For the avoidance of doubt, Sections 17 through 21 of these Terms are intended to supplement and clarify, and shall be read together with, Sections 1 through 16. In the event of any inconsistency between (a) any description of fees, services, or intellectual property herein and (b) any applicable Offering Documents, advisory agreement, or other definitive written agreement between you and WRCS or any WRCS Fund, such Offering Documents or definitive written agreement shall prevail with respect to the subject matter thereof.
22.2 Nothing in Sections 17 through 21 shall be construed to expand WRCS’s obligations or liabilities beyond those otherwise set forth in Sections 10 and 11 of these Terms; rather, such Sections are intended to further limit and clarify WRCS’s obligations in the context of private funds, SPVs, and investment-related materials.
23. Continued Use as Acceptance
Without limiting the introductory paragraphs of these Terms, you acknowledge and agree that your continued access to or use of the Site, WRCS Materials, or any password-protected areas made available to you by WRCS after the Effective Date set forth above constitutes your ongoing acceptance of these Terms, including Sections 17 through 22, as they may be amended from time to time in accordance with Section 12.
24. Contact
For any questions or correspondence relating to these Terms and Conditions, please contact:
Wind River Capital Strategies
25 Broadway
New York, NY 10004
Email: legal@windrivercapstrat.com