Terms of Use

Updated as of: March 18, 2026

Please read these Terms of Use (the "Terms") and our Privacy Policy carefully because they govern your use of the Capstacker platform, including our website, applications, and related services (collectively, the "Platform"). Capstacker Inc. is referred to as "Capstacker," "we," "us," or "our." Startup founders using the Platform are referred to as "Founders." Independent operators using the Platform are referred to as "Operators." Founders and Operators are collectively referred to as "Users" or "You."

1. Acceptance of Terms

By creating an account, accessing, or using the Platform, you agree to be bound by these Terms and our Privacy Policy. If you are accessing the Platform on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, you may not access or use the Platform.

2. Related Agreements

In addition to these Terms, certain Platform features require acceptance of additional agreements as described below.

2.1 Capstacker Operator Agreement

The Capstacker Operator Agreement (the "Operator Agreement") is a separate binding agreement that governs the contractual relationship between Founders and Operators on the Platform. Acceptance of the Operator Agreement is required as a condition to: (a) Founders creating a listing on the Platform; and (b) Operators accepting an invitation to apply to a listing.

Acceptance occurs via a checkbox presented at the time of the relevant action. By checking the box, each party represents and warrants that they have read, understood, and agreed to the Operator Agreement, and that they have the legal authority to bind themselves and, if applicable, the entity they represent.

The Operator Agreement is incorporated into these Terms by reference. In the event of a conflict between these Terms and the Operator Agreement with respect to the startup-operator relationship, the Operator Agreement shall govern.

2.2 Other Platform Agreements

Capstacker may make other agreements available through the Platform, such as engagement agreements governing Platform fees. Any such agreement will be separately presented at the time of acceptance and incorporated into these Terms by reference once accepted.

3. 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

4. Who May Use the Platform?

You may use the Platform only if you are at least 18 years of age and capable of forming binding contracts, and are not otherwise barred from using the Platform under applicable law. You may use the Platform for business purposes only. By registering, you represent that you have the legal authority to enter into binding agreements, will provide accurate and complete information, and will comply with all applicable laws.

5. Account Registration and Security

You must create an account to access Platform features. Authentication is available via Google Sign-In, LinkedIn Sign-In (both via OAuth), or passwordless Email OTP verification. You agree to:

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

6. User Types and Responsibilities

6.1 Startup Founders

As a Founder, you agree to provide accurate information about your company, negotiate in good faith, fulfill the terms of any agreements you enter into, have authority to offer equity or other compensation on behalf of your company, accept the Operator Agreement before creating a listing (see Section 2.1), and comply with all applicable securities and employment laws.

6.2 Operators

As an Operator, you agree to provide accurate information about your experience and qualifications, operate as an independent contractor and not as an employee of Capstacker or any startup, maintain professional conduct, deliver work in accordance with agreed milestones, accept the Operator Agreement before responding to a listing invitation (see Section 2.1), and handle your own tax obligations and compliance.

7. Platform Services

7.1 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. Creating a listing requires prior acceptance of the Operator Agreement.

7.2 Dealroom

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

7.3 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.

8. Agreements Between Users

• Users are responsible for negotiating, reviewing, and executing their own agreements
• The Operator Agreement governs the baseline terms of all startup-operator engagements on the Platform
• Execution of Project Assignments occurs via third-party e-signature tools or off-platform as specified in the Operator Agreement
• 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

9. Fees and Payments

9.1 Founder Subscription Fee

Founders access the Platform on a subscription basis. Subscription fees, billing frequency, and available plan tiers are presented at the time of account creation or plan selection. By purchasing a subscription, you agree that:

• Subscription fees are fully non-refundable, including where a subscription is cancelled before the end of a paid period. Cancellation will give you access through the end of your last paid term and will stop auto-renewal.
• Your payment method will be automatically charged at the start of each renewal period unless you cancel before the renewal date.
• We may, through our third-party payment processor, store and continue billing your payment method even after it has expired in order to avoid service interruption.
• Your purchase may be subject to foreign exchange fees or location-based pricing differences.
• Applicable taxes will be calculated based on the billing location you provide.

Capstacker reserves the right to modify subscription pricing with reasonable advance notice, which will not affect fees already paid for a current billing period.

9.2 Operator Success Fee

Operators are charged a success fee each time a deal payout is made to them under an active engagement on the Platform. The applicable success fee rate is disclosed to Operators prior to accepting an engagement and is confirmed at the time of each payout. Success fees are automatically deducted from each payout and are non-refundable once deducted. Operators are responsible for ensuring their payment details are current and accurate.

9.3 General Fee Provisions

All Platform fees are separate from and independent of any compensation agreed directly between Founders and Operators under the Operator Agreement. Capstacker does not set, control, or guarantee the compensation terms negotiated between users. Users are solely responsible for their respective tax obligations arising from fees paid to or received from the Platform.

9.4 Payment Processing

All payment processing on the Platform is handled by Stripe, Inc. ("Stripe"). Capstacker does not hold, custody, or transmit funds. All KYC, identity verification, compliance, and payment obligations are managed by Stripe. By using the Platform, you agree to be bound by Stripe's terms of service (available at stripe.com/legal) and privacy policy, in addition to these Terms. Capstacker reserves the right to add or change payment processors upon notice, and any new processor's terms will apply from the date of the change.

10. Intellectual Property

10.1 Platform IP

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

10.2 User Content and Data

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. In addition, you acknowledge and agree that:

• Capstacker may collect and retain user data, including profile information, deal activity, compensation structures, and milestone data, for the purposes of operating and improving the Platform.
• Capstacker may use anonymized and aggregated deal data derived from user activity to generate benchmarks, market insights, and platform recommendations, including to power future AI features such as Deal Architect. No individual user will be identifiable in any anonymized dataset.
• Some data may be retained by Capstacker after termination of your account in accordance with our Privacy Policy, applicable legal requirements, or ordinary course electronic backups.
• You may request deletion of your personal data by contacting privacy@capstacker.io, subject to Capstacker's legal obligations and any anonymized or aggregated data that cannot reasonably be attributed to you.

10.3 Work Product

Ownership of work product created under startup-operator engagements is governed by the Operator Agreement and any applicable Project Assignment, not by these Terms.

11. Prohibited Conduct

You agree not to:

• Provide false, misleading, or fraudulent information
• Misrepresent your identity, qualifications, or authority
• Circumvent Platform fees by completing, facilitating, or closing deals off-platform that originated through a Platform introduction or listing. Any such circumvention will result in immediate account suspension, and the applicable Platform fees will remain due and payable as if the deal had been completed on-Platform.
• Harass, threaten, or abuse other users
• Spam or send unsolicited communications
• Interfere with Platform operations or security
• Scrape, harvest, or collect user data without permission
• Use the Platform for illegal purposes
• Violate applicable laws or third-party rights

12. Disclaimers

Capstacker specifically disclaims any responsibility for:

• The accuracy of user-provided information
• The quality, legality, or outcome of user agreements or Operator Agreement engagements
• 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.

13. 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).

14. Indemnification

You agree to indemnify, defend, and hold harmless Capstacker, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from:

• Your use of the Platform
• Any agreements you enter into with other users, including engagements under the Operator Agreement
• Your violation of these Terms or the Operator Agreement
• Your violation of any third-party rights
• Content you submit to the Platform

15. Dispute Resolution

15.1 Disputes Between Users

Disputes between Founders and Operators are governed by the Operator Agreement 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.

15.2 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.

15.3 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.

16. 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, including any active engagements governed by the Operator Agreement.

17. Modifications to Terms

We may update these Terms at any time. We will provide notice of material changes by posting the updated Terms on the Platform and updating the "Updated as of" date. Your continued use of the Platform after notice constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Platform.

18. Governing Law and Venue

These Terms are governed by 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.

19. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy, the Operator Agreement, and any other agreements accepted through the Platform (collectively, the "Platform Agreements"), constitute the entire agreement between you and Capstacker with respect to your use of the Platform.

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.

20. Contact Information

For questions about these Terms, please contact us:

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