Terms of Use

Effective Date: December 31, 2026

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you and Capstacker Inc. ("Capstacker," "we," "us," or "our") governing your access to and use of the Capstacker platform, including our website, applications, and related services (collectively, the "Platform").

By creating an account, accessing, or using the Platform, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Platform.

Important Notice

PLEASE READ THESE TERMS CAREFULLY. They contain important information about your rights and obligations, including limitations of liability and a binding arbitration clause.

2. Platform Description

Capstacker is an infrastructure platform that enables startups and independent operators to structure, document, and track flexible compensation arrangements—including cash, equity, and hybrid deals tied to milestones and performance.

The Platform provides:

  • Discovery and matching between startups and operators
  • Dealroom workspace for structured negotiation
  • Document storage and agreement tracking
  • Milestone and KPI tracking tools
  • Anonymized benchmarks and recommendations (Deal Architect)

Capstacker is NOT:

  • A marketplace, broker, or employment agency
  • An employer of record or staffing company
  • A financial intermediary or custodian of funds
  • A provider of legal, tax, or investment advice
  • A party to any agreement between users

3. User Eligibility

To use the Platform, you must:

  • Be at least 18 years of age
  • Have the legal capacity to enter into binding agreements
  • Provide accurate, current, and complete information
  • Have authority to bind any entity on whose behalf you use the Platform
  • Not be prohibited from using the Platform under applicable laws

4. Account Registration and Security

You must create an account to access Platform features. We offer the following authentication methods:

  • Google Sign-In: Using your Google account via OAuth
  • LinkedIn Sign-In: Using your LinkedIn account via OAuth
  • Email OTP Verification: Passwordless login via one-time passcode sent to your email

You agree to:

  • Provide accurate and complete registration information
  • Maintain the security of your account credentials and authentication methods
  • Promptly notify us of any unauthorized access
  • Accept responsibility for all activities under your account
  • Maintain only one account per user
Third-Party Authentication

When using Google or LinkedIn sign-in, we receive only the information you authorize. We do not receive or store your third-party passwords. Your use of these services is also subject to their respective terms and privacy policies.

5. User Types and Responsibilities

5.1 Startup Founders

As a startup founder using the Platform, you agree to:

  • Provide accurate information about your company stage, team, and needs
  • Negotiate in good faith with operators
  • Fulfill the terms of any agreements you enter into
  • Have authority to offer equity or other compensation on behalf of your company
  • Comply with all applicable securities and employment laws

5.2 Operators

As an operator using the Platform, you agree to:

  • Provide accurate information about your experience and qualifications
  • Operate as an independent contractor, not as an employee of Capstacker or any startup
  • Maintain professional conduct in all interactions
  • Deliver work in accordance with agreed milestones and terms
  • Handle your own tax obligations and compliance

6. Platform Services

6.1 Listings and Discovery

Founders may create listings describing opportunities. Listings are informational and do not constitute binding offers. Operators may view and apply to listings based on their visibility settings.

6.2 Dealroom

The Dealroom provides a workspace for proposal exchange and negotiation. All communications and proposals within the Dealroom are between users and do not involve Capstacker as a party. Version history and audit trails are maintained for reference.

6.3 Deal Architect (AI Features)

Deal Architect provides compensation benchmarks, milestone recommendations, and market insights based on anonymized, aggregated platform data. All AI outputs are advisory only and do not constitute professional advice of any kind. Users are solely responsible for decisions made based on these recommendations.

7. Agreements Between Users

IMPORTANT

Any agreements reached between startups and operators are legally binding exclusively between those parties. Capstacker is not a party to, and does not assume any liability under, any startup-operator agreement.

  • Users are responsible for negotiating, reviewing, and executing their own agreements
  • Execution occurs via third-party e-signature tools or off-platform
  • Capstacker stores signed agreements as a record-keeper only
  • Capstacker does not enforce, arbitrate, or guarantee any user agreements
  • Users should seek independent legal counsel before signing agreements

8. Fees and Payments

8.1 Platform Fees

Capstacker charges fees on a success-fee basis per closed deal. Fee details are provided in a separate engagement agreement between founders and Capstacker. Platform fees are distinct from any compensation agreed between startups and operators.

8.2 Payment Processing

All payment processing is handled by third-party providers (e.g., Stripe). Capstacker does not hold, custody, or transmit funds. All KYC, compliance, and payment obligations are managed by the payment provider. Users must comply with the payment provider's terms of service.

9. Intellectual Property

9.1 Platform IP

The Platform, including its design, features, code, and content (excluding user content), is owned by Capstacker and protected by intellectual property laws.

9.2 User Content

You retain ownership of content you submit to the Platform. By submitting content, you grant Capstacker a non-exclusive, worldwide license to use, display, and store such content for Platform operations.

9.3 Work Product

Ownership of work product created under startup-operator agreements is governed by those agreements, not these Terms.

10. Prohibited Conduct

You agree not to:

  • Provide false, misleading, or fraudulent information
  • Misrepresent your identity, qualifications, or authority
  • Circumvent Platform fees by completing deals off-platform
  • Harass, threaten, or abuse other users
  • Spam or send unsolicited communications
  • Interfere with Platform operations or security
  • Scrape, harvest, or collect user data
  • Use the Platform for illegal purposes
  • Violate applicable laws or third-party rights

11. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Capstacker specifically disclaims any responsibility for:

  • The accuracy of user-provided information
  • The quality, legality, or outcome of user agreements
  • Operator performance or startup viability
  • The accuracy of AI-generated benchmarks or recommendations
  • Tax implications of compensation arrangements
  • Legal enforceability of user agreements

Capstacker does not provide legal, tax, financial, or investment advice.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAPSTACKER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING FROM YOUR USE OF THE PLATFORM OR ANY USER AGREEMENTS.

CAPSTACKER'S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF (A) FEES PAID BY YOU IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

13. Indemnification

You agree to indemnify, defend, and hold harmless Capstacker, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

  • Your use of the Platform
  • Any agreements you enter into with other users
  • Your violation of these Terms
  • Your violation of any third-party rights
  • Content you submit to the Platform

14. Dispute Resolution

14.1 Disputes Between Users

Disputes between startups and operators are governed by their agreements and must be resolved externally. Capstacker is not an arbitrator and will not mediate user disputes. Platform audit trails may be exported for external dispute resolution.

14.2 Disputes with Capstacker

Any dispute arising from these Terms shall first be addressed through informal negotiation. If unresolved within 30 days, disputes shall be resolved through binding arbitration per the American Arbitration Association rules.

14.3 Class Action Waiver

You agree to resolve disputes on an individual basis and waive any right to participate in class actions or class-wide arbitration.

15. Termination

You may terminate your account at any time through your account settings. Capstacker may suspend or terminate your account for violation of these Terms or other reasons at our discretion. Termination of your Capstacker account does not affect any agreements between you and other users.

16. Modifications to Terms

We may modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on the Platform and updating the Effective Date. Your continued use constitutes acceptance of the modified Terms.

17. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles. Any litigation shall be brought exclusively in Delaware courts.

18. General Provisions

Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and Capstacker.

Severability: If any provision is found unenforceable, the remaining provisions remain in effect.

Waiver: Failure to enforce any right does not constitute a waiver of that right.

Assignment: You may not assign your rights under these Terms without our consent. We may assign our rights freely.

Force Majeure: Neither party is liable for delays due to circumstances beyond reasonable control.

19. Contact Information

For questions about these Terms, please contact us:

Capstacker Inc.
Email: hello@capstacker.io
Legal Notices: legal@capstacker.io
Privacy Inquiries: privacy@capstacker.io