Legal

Terms of Service

Effective September 15, 2026

These Terms of Service (“Terms”) govern your use of nodestacker.com and the Nodestacker node app at nodestacker.com/app (together, the “Service”), operated by MatCap (“MatCap,” “we,” “us”). By using the Service you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

1. The Service

Nodestacker helps people who know investors (“nodes”) record the investors they know, see when a founder MatCap works with is a genuine fit for one of them, and decide whether to make an introduction. The Service is in private beta: features may change, and we may add, modify, or discontinue parts of it at any time.

2. Eligibility and accounts

• You must be at least 18 years old and able to form a binding contract.
• Access is by invitation, and approval is at our discretion. An invitation is personal to the email address it was sent to and may not be transferred.
• Accounts are for one person. Keep your sign-in links private — anyone who opens one can sign in as you — and tell us promptly if you think someone else has accessed your account.
• The information you give us about yourself must be accurate.

3. Your network

• Add only investors you actually know. Relationship strength should reflect your honest view of the relationship.
• You confirm that you are allowed to share with us the business contact details you add, and that doing so does not breach any confidentiality obligation you owe to an employer or anyone else.
• Your network stays yours. You grant MatCap a limited licence to store and use it to provide the Service to you, as described in the Privacy Policy. We do not show your network to founders or other nodes.

4. Connecting a Google account

Connecting a Google account is optional. If you connect one:

• you authorize us to access the Google data you approve on Google's consent screen, and to use it only as described in our Privacy Policy;
• you confirm the account is yours, or that you are authorized to connect it — for a work account, that your organization permits it;
• you can revoke our access at any time at myaccount.google.com/permissions; and
• your use of Google's services remains subject to Google's own terms and policies.

Investors identified by a scan are suggestions. You decide which, if any, to add, and you remain responsible for the accuracy of what you add.

5. Introductions and conduct

Every introduction is your decision. You are never required to make one, and passing costs you nothing. When you make an introduction you send it yourself, and you agree to:

• introduce only people you genuinely know, and describe the relationship honestly;
• not send unsolicited bulk messages, or otherwise harass or spam investors, founders, or anyone else;
• not present yourself as an employee, partner, or agent of MatCap, or make promises on its behalf, unless we have agreed to that in writing;
• comply with applicable laws, including anti-spam and privacy laws.

You also agree not to misuse the Service, including by providing false information, claiming relationships you do not have, attempting to access accounts or data that are not yours, interfering with or reverse engineering the Service, or using it for any unlawful purpose.

6. Founder information

Through the Service you may see non-public information about founders and their companies, including companies that have not announced themselves. You agree to keep it confidential, to use it only to decide whether to make an introduction, and not to share it except with the investor you are introducing, to the extent the introduction requires. You must not use it to trade in securities or for any other purpose.

7. No compensation

Being a node is not paid work. Nothing on nodestacker.com, in the node app, or in these Terms is an offer of payment, equity, securities, or any other compensation, and nothing in them entitles you to any. If MatCap ever offers compensation to a node, it will be only under a separate written agreement.

Nodes are independent. Nothing in these Terms creates an employment, partnership, joint-venture, or agency relationship, and you are responsible for your own taxes.

8. No investment advice

MatCap is not a broker-dealer, investment adviser, or funding portal, and nodes do not act as one on our behalf. As a node you do not recommend or solicit investments, negotiate investment terms, or handle funds. Nothing in the Service is investment, legal, tax, or accounting advice, or an offer to sell or a solicitation to buy any security. Investors and founders make their own decisions, and we do not guarantee that any introduction will lead to a meeting or an investment.

9. Intellectual property

The Service, including our site, software, content, and branding, is owned by MatCap and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable right to use the Service for its intended purpose while you comply with these Terms.

10. Third-party services

The Service relies on third-party services, including Google, Anthropic, Fly.io, and Postmark. Your use of any third-party service you connect is governed by that provider's terms, and we are not responsible for it.

11. Termination

You may stop using the Service at any time and ask us to delete your account, as described in the Privacy Policy. We may suspend or end your access if you breach these Terms, if we believe your use puts founders, investors, or the Service at risk, or if we discontinue the Service. Sections that by their nature should survive termination — including confidentiality, ownership, disclaimers, limitation of liability, and indemnity — will survive.

12. Disclaimers and limitation of liability

The Service is provided “as is” and “as available,” without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that investors identified by a scan are accurate or complete.

To the fullest extent permitted by law, MatCap will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any lost profits, revenue, data, or opportunities, arising from your use of the Service. Our total liability for any claim relating to the Service will not exceed the greater of the amount MatCap paid you or you paid MatCap in connection with the Service in the twelve months before the claim, or $100.

You agree to indemnify and hold MatCap harmless from claims, losses, and expenses (including reasonable attorneys' fees) arising from the information you add, the introductions you make, or your breach of these Terms or applicable law.

13. Governing law

These Terms are governed by the laws of the State of Arizona, without regard to its conflict-of-laws rules. Any dispute will be resolved in the state or federal courts located in Maricopa County, Arizona, and you consent to their jurisdiction.

14. Changes and contact

We may update these Terms from time to time. When we do, we will change the effective date above, and for material changes we will give notice through the Service or by email. Continuing to use the Service after changes take effect means you accept them.

Questions? Email mat@matsherman.com.