Legal Documentation

Effective Date: 11.01.2025 Last Updated: 11.01.2025 Entity: Retrowise LLC, Delaware, USA

 

1. Agreement to Terms

These Terms & Conditions (“Terms”) govern your access to and use of the Retrowise website, software platform, and related services (collectively, the “Services”). By using the Services, you agree to these Terms and our Acceptable Use Policy (“AUP”). If you do not agree, do not use the Services.

2. Definitions

• “Retrowise,” “we,” or “us” means Retrowise LLC, a Delaware limited liability company.
• “Services” means the Retrowise software platform, the public website (including all subdomains under retrowisesolution.com), and any related tools, integrations, APIs, documents, user guides, marketing materials, or online resources we provide.
• “Client” or “you” means the entity or individual using the Services.
• “Client Data” means any data uploaded, stored, or processed by or for Client via the Services.

3. Eligibility

The Services are for business/professional use. You represent you’re authorized to bind your organization.

4. Description of Services

Retrowise provides a cloud platform for automated fee and retrocession calculations, reporting, and reconciliation for asset managers and financial institutions, hosted on AWS with encryption and data segregation. We may enhance or modify features for performance, security, or compliance and will communicate major changes in advance.

5. Account Registration

Provide accurate information, keep credentials secure, and remain responsible for all activity under your account. Report suspected misuse to info@retrowisesolution.com promptly.

6. Subscriptions, Fees & Taxes

Services are subscription-based with tiers (e.g., funds, intermediaries, users). Fees are shown at purchase/renewal and are due in USD. Fees are exclusive of taxes; you’re responsible for any applicable taxes/duties/withholdings. Except as required by law, fees are non-refundable. Late/failed payment may result in suspension.

6.1 Fee Changes

We may update pricing or tiers upon renewal or with at least 30 days’ notice for month-to-month terms.

7. Trials and Beta Features

If offered, free trials or beta/preview features are for evaluation only, provided AS IS, may change or end at any time, and may have reduced support or availability. Trial/beta content may be deleted after the period ends.

8. Data Ownership & Privacy

• Ownership – Client retains all rights to Client Data.
• Access – Retrowise does not access, view, or use Client Data except as technically necessary to provide/maintain the Services.
• Storage – Hosted on AWS, encrypted at rest and in transit, and logically segregated per client.
• Privacy – See our Privacy Policy for additional details. Client is solely responsible for lawful use of Client Data (including financial/regulatory compliance).

9. Acceptable Use

Use must comply with our AUP. Prohibited activities include unauthorized access, network interference, scraping/abuse, and misuse of calculations.

10. Intellectual Property

The Services (software, UI, documentation, and brand elements) are owned/licensed by Retrowise. No license is granted except to use the Services under these Terms. You will not copy, modify, reverse engineer, or create derivative works from the Services.

10.1 Feedback

If you provide feedback or suggestions, you grant Retrowise a royalty-free, perpetual, irrevocable license to use it without restriction.

11. Confidentiality

Each party will protect the other’s confidential information with reasonable care. Retrowise maintains administrative, technical, and physical safeguards (including RBAC and encryption). Confidentiality obligations survive termination.

12. Service Availability & Maintenance

Target uptime: 99.5% monthly (excluding scheduled maintenance, internet/AWS outages, or force majeure). We’ll give reasonable notice for planned maintenance.

13. Support

Email info@retrowisesolution.com. We aim to address issues promptly: critical: 72 hours; non-critical: 15 business days (targets, not guarantees).

14. Third-Party Services & Links

Certain functionality relies on third parties (e.g., AWS, Auth0, email delivery, analytics). Use of any third-party services or linked sites is subject to their terms and privacy policies. Retrowise is not responsible for third-party acts/omissions beyond our reasonable control.

15. Suspension & Termination

We may suspend/terminate if you breach these Terms or the AUP, fail to pay, or pose security/legal risk. On termination, your access ends. Client Data remains solely under Client’s control; Retrowise does not access or retain Client Data. Client is responsible for exporting and securing data before deactivation; we cannot retrieve or deliver it on your behalf.

16. Warranties & Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” We strive for accurate, reliable, and consistent calculations, but do not represent or warrant that any output, result, or report is error-free or suitable for any particular financial, accounting, or regulatory purpose. CLIENT ALONE IS RESPONSIBLE for reviewing and validating all outputs before use or distribution. To the maximum extent permitted by law, all implied warranties (merchantability, fitness, non-infringement) are disclaimed.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (a) RETROWISE IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES; AND (b) RETROWISE’S TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE IS LIMITED TO THE FEES PAID BY CLIENT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. These limits apply regardless of theory of liability and even if advised of the possibility of such damages.

18. Indemnification

Client will indemnify, defend, and hold harmless Retrowise and its personnel from third-party claims, damages, costs (including reasonable attorneys’ fees) arising out of: (i) Client’s breach of these Terms or the AUP; (ii) Client’s use of the Services in violation of law or third-party rights; or (iii) Client Data or configurations.

19. Export Control & Sanctions

You represent you are not subject to U.S., UK, or EU sanctions and will not use the Services in violation of U.S. export control/sanctions laws or to support prohibited jurisdictions or parties.

20. Publicity

Unless you opt out in writing, Retrowise may use your name and logo in a customary online customer list. We will not disclose confidential details without consent.

21. Changes to the Terms

We may modify these Terms for legal/operational/technical reasons. Updates will be posted at retrowisesolution.com and are effective upon posting or on the stated effective date. Continued use after effectiveness constitutes acceptance.

22. Force Majeure

Neither party is liable for delays/failures caused by events beyond reasonable control (e.g., internet or cloud outages, strikes, acts of God, war, government action), provided the affected party uses reasonable efforts to mitigate.

23. Assignment

You may not assign or transfer these Terms (by law or otherwise) without Retrowise’s prior written consent; any non-permitted assignment is void. Retrowise may assign to an affiliate or in connection with merger, acquisition, or sale of assets.

24. Order of Precedence

If there’s a conflict, these Terms control over the AUP and Privacy Policy, except any signed Data Processing Addendum or Master Services Agreement between you and Retrowise will control over these Terms as to its subject matter.

25. Notices

Legal notices must be in writing and sent to:

Retrowise LLC 1207 Delaware Ave, #794, Wilmington, DE 19806, USA info@retrowisesolution.com

Notices to Client are sent to the account email or billing address on file and deemed given when sent.

26. Miscellaneous

• Severability – If any provision is unenforceable, the remainder remains in effect.
• Waiver – A failure to enforce is not a waiver. Entire Agreement.

These Terms and any referenced policies (AUP/Privacy Policy) are the entire agreement for website use of the Services and supersede prior understandings on that subject.

27. Governing Law & Venue

These Terms are governed by the laws of Delaware (conflict rules excluded). The state and federal courts in Delaware have exclusive jurisdiction and venue.

28. Contact Us

Retrowise LLC
251 Little Falls Drive, Wilmington, DE 19808, USA
info@retrowisesolution.com
retrowisesolution.com