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v0.2 — Draft (pre-counsel)

Terms of Service

Effective May 1, 2026

1. What VentraMatch is

VentraMatch is a software platform that helps founders, startups, investors, funds, and related ecosystem participants discover one another based on stated fit, profile information, preferences, stage, sector, geography, check size, traction, thesis, and other compatibility signals.

VentraMatch is a discovery, matching, workflow, and introduction platform. VentraMatch is not a broker-dealer, investment adviser, funding portal, law firm, accounting firm, due diligence provider, valuation provider, or securities exchange. We do not raise capital on your behalf, hold securities, structure transactions, negotiate investment terms, provide legal or tax advice, or guarantee that any introduction will result in funding, investment, partnership, or any other business outcome.

2. Eligibility

You must be at least 18 years old and legally able to enter into a binding agreement to use VentraMatch. By creating an account, you represent that all information you provide is accurate, current, and complete, and that you have authority to act on behalf of any company, startup, fund, syndicate, employer, or other organization you list or represent on the platform.

If you use VentraMatch on behalf of an organization, then "you" also means that organization, and you represent that you are authorized to bind that organization to these Terms.

3. Accounts and account security

You are responsible for maintaining the confidentiality and security of your account credentials and for all activity that occurs under your account. You may not share your login credentials, impersonate another person, create misleading accounts, or use another user's account without permission.

You agree to notify us promptly if you believe your account has been compromised or used without authorization. We may suspend or restrict accounts that appear to be compromised, fraudulent, misleading, or harmful to the integrity of the platform.

4. Verification and profile signals

VentraMatch may allow users to verify certain profile signals, such as identity, role, employment, company domain ownership, social profiles, GitHub presence, LinkedIn profile, investor status, portfolio information, or other claims. Verification may be performed through third-party services, public sources, user-submitted materials, domain records, or manual review.

A verification badge or profile signal means only that VentraMatch reviewed the specific signal described. It is not a guarantee that the user is trustworthy, financially capable, accredited, authorized to invest, authorized to fundraise, compliant with securities laws, or suitable for any particular transaction.

5. No investment advice, legal advice, or fundraising guarantee

Any match score, ranking, recommendation, profile summary, generated insight, deal memo, suggested fit, or introduction shown on VentraMatch is provided for informational and workflow purposes only. Nothing on VentraMatch is investment advice, legal advice, tax advice, accounting advice, valuation advice, a securities recommendation, an endorsement, or a solicitation to buy, sell, or offer securities.

Users are solely responsible for their own diligence, decisions, communications, negotiations, compliance obligations, and transactions. Investors must independently evaluate each opportunity, verify claims, confirm their own accreditation or eligibility where required, and consult their own legal, tax, financial, and investment advisers. Founders must independently comply with all fundraising, securities, privacy, employment, intellectual property, and disclosure obligations that apply to them.

VentraMatch does not guarantee that any user will receive funding, make an investment, obtain a meeting, close a deal, receive a response, or achieve any business result.

6. No broker-dealer activity and no success fees

VentraMatch provides software access and platform functionality. We do not charge success fees, transaction-based compensation, carried interest, finder's fees, brokerage commissions, or any percentage of capital raised or invested through user interactions.

Any paid features, subscriptions, sponsorships, advertising, analytics, data tools, or premium software access are charged for use of the software and not for the successful completion of any financing, securities transaction, investment, or business deal.

7. Mutual interest, introductions, and communications

VentraMatch may use mutual interest gating, profile visibility controls, permissioned introductions, or similar mechanisms to reduce spam and protect user privacy. You may not bypass these controls, scrape contact information, export user lists, contact users outside the platform without permission, or use VentraMatch to send spam, mass outreach, misleading solicitations, or unrelated commercial messages.

If you communicate with another user, you are responsible for your own statements, representations, files, offers, commitments, and conduct. VentraMatch is not a party to communications, negotiations, agreements, investments, SAFE notes, convertible notes, equity financings, advisory arrangements, or other transactions between users.

8. Your content and ownership

You retain ownership of the content and materials you submit to VentraMatch, including startup profiles, investor profiles, pitch decks, descriptions, logos, screenshots, financial information, traction metrics, founder biographies, investment theses, messages, data room materials, and any other business information you upload or provide.

You grant VentraMatch a limited, worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, format, analyze, and use your content only as reasonably necessary to operate, secure, improve, and provide the platform, including displaying your profile to permitted users, generating matches, powering recommendations, enabling introductions, preventing abuse, and supporting user-requested features.

This license does not transfer ownership of your content to VentraMatch. We do not claim ownership of your startup idea, business plan, pitch deck, invention, product roadmap, financial model, strategy, fund thesis, investment process, or other proprietary materials.

9. Startup ideas, confidential materials, and user obligations

VentraMatch exists to help founders and investors discover each other, not to take, copy, or commercialize user ideas. We will not use your private pitch materials to launch a competing company or intentionally provide your confidential materials to another user outside the permissions and visibility settings of the platform.

Other users may receive access to your profile, deck, messages, data room materials, or business information only through the visibility settings, sharing flows, mutual interest features, or permissions available on the platform. Users who receive private or permissioned materials may use them only to evaluate a potential investment, partnership, introduction, employment opportunity, advisory relationship, or other legitimate platform-related opportunity.

Users may not copy, publish, redistribute, sell, train models on, reverse engineer, create competing products from, or otherwise misuse another user's confidential or permissioned materials without that user's separate written permission.

VentraMatch is not a substitute for a nondisclosure agreement. If you need formal confidentiality protections, trade secret protections, or invention assignment terms, you should use separate written agreements with the relevant parties.

10. Public information and third-party data

VentraMatch may use publicly available information, user-submitted information, third-party data sources, websites, public startup databases, public investor profiles, public portfolio pages, public social profiles, public company descriptions, and similar sources to enrich profiles, improve discovery, reduce fraud, and support matching functionality.

You are responsible for making sure any information you submit is accurate and that you have the right to submit it. If you believe public or third-party information displayed on VentraMatch is inaccurate, outdated, or should be removed, you may contact us and request correction or removal where appropriate.

11. Machine learning, recommendations, and platform improvement

VentraMatch may use algorithms, machine learning, language models, ranking systems, and other automated tools to help recommend founders, startups, investors, funds, profiles, introductions, and platform content. These systems may consider profile information, stated preferences, sector, stage, geography, check size, funding goals, investment thesis, traction, interaction signals, saved profiles, dismissed profiles, clicks, searches, and similar platform activity.

If you provide a "what are you looking for" preference or similar onboarding input, VentraMatch may use that information as a matching and recommendation signal. If you do not provide that input, VentraMatch may use other available profile information and platform signals to generate recommendations.

VentraMatch may train, tune, evaluate, or improve its matching and recommendation systems using publicly available startup and investor information, aggregated platform analytics, de-identified usage patterns, and profile-level compatibility signals. Private pitch decks, private data room files, private messages, and other permissioned materials will not be used to train third-party generative AI models without additional permission or notice where required by law.

Automated recommendations may be incomplete, inaccurate, biased, outdated, or based on limited information. You should not rely on recommendation outputs as the sole basis for any investment, fundraising, hiring, partnership, legal, financial, or business decision.

12. Feedback and product suggestions

If you send us feedback, ideas, bug reports, product suggestions, feature requests, or other recommendations about VentraMatch, you grant us permission to use that feedback without restriction or compensation. This does not give us ownership of your startup, investment fund, pitch deck, private business plan, or confidential materials.

13. Acceptable use

You agree not to use VentraMatch to:

  • Create fake, misleading, impersonated, or fraudulent profiles.
  • Misrepresent traction, revenue, customers, investors, credentials, employment, authority, or identity.
  • Upload false, unlawful, defamatory, infringing, confidential, or unauthorized content.
  • Scrape, crawl, harvest, export, or bulk extract user data, contact information, profiles, decks, or platform content.
  • Bypass mutual interest gates, visibility settings, rate limits, security controls, or access restrictions.
  • Use another user's private materials to compete with, copy, clone, or harm that user.
  • Send spam, mass outreach, phishing messages, malware, or unrelated solicitations.
  • Reverse engineer, decompile, interfere with, or attempt to access non-public parts of the platform.
  • Use the platform to violate securities laws, privacy laws, intellectual property laws, anti-spam laws, export laws, or any other applicable law.
  • Discriminate, harass, threaten, or exclude users on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, disability, age, veteran status, or any other protected class.
  • Use VentraMatch to make investment offers, fundraising claims, or securities-related communications that you are not legally permitted to make.

14. User representations

By using VentraMatch, you represent and warrant that:

  • You have the legal right to submit the information and materials you provide.
  • Your profile information is accurate and not intentionally misleading.
  • Your use of the platform will comply with applicable laws and regulations.
  • You will not use VentraMatch to avoid legal, securities, privacy, or disclosure obligations.
  • You will not rely on VentraMatch as your sole diligence source.
  • You will obtain any professional advice needed before making legal, financial, tax, investment, or fundraising decisions.

15. Intellectual property

VentraMatch and its software, design, branding, logos, interface, workflows, recommendation systems, databases, code, visual elements, and platform content are owned by VentraMatch or its licensors and are protected by intellectual property laws.

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the platform for its intended purpose. You may not copy, modify, distribute, sell, lease, reverse engineer, or create derivative works from VentraMatch's software, branding, recommendation systems, or platform content except as allowed by law or with our written permission.

16. Privacy

Our collection and use of personal information is described in our Privacy Policy. The Terms of Service govern platform rules and user responsibilities, while the Privacy Policy explains how personal information is collected, used, shared, retained, and protected.

Because VentraMatch may process personal information, account data, profile data, usage data, and communications metadata, you should review the Privacy Policy carefully before using the platform.

17. Third-party services and links

VentraMatch may integrate with or link to third-party services such as LinkedIn, GitHub, Stripe, Crunchbase, Google, analytics providers, verification tools, hosting providers, email services, or other vendors. We are not responsible for third-party services, websites, data, policies, outages, or actions.

Your use of third-party services may be governed by separate terms and privacy policies from those providers.

18. Payment, subscriptions, and paid features

VentraMatch may offer free and paid software features, subscriptions, premium access, sponsored placements, analytics, or other paid services. Pricing, billing frequency, renewal terms, cancellation rules, and refund terms will be shown at checkout or in the relevant plan description.

Paid software access is not a success fee, investment fee, brokerage commission, carried interest, or transaction-based compensation. Unless otherwise stated, fees are charged for platform access and software functionality, not for the completion of any investment or fundraising transaction.

19. Beta features and MVP limitations

VentraMatch may offer beta, experimental, preview, or MVP features. These features may be incomplete, inaccurate, unstable, changed, or discontinued at any time. Beta features may produce incorrect recommendations, incomplete profile summaries, inaccurate rankings, or unexpected behavior.

You agree not to rely on beta or automated outputs as your sole basis for investment, fundraising, legal, financial, hiring, partnership, or operational decisions.

20. Suspension and termination

We may suspend, restrict, or terminate your account or access to the platform if we believe you violated these Terms, created risk or liability for VentraMatch or other users, submitted false or harmful information, misused confidential materials, attempted to bypass platform controls, or otherwise harmed the integrity, security, or trust of the platform.

You may stop using VentraMatch at any time. Account closure may not immediately remove information that has already been shared with other users through platform permissions, preserved for legal or security reasons, or retained in backups for a limited period.

21. Disclaimers

VentraMatch is provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, we disclaim all warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, and error-free operation.

We do not warrant that the platform will be uninterrupted, secure, accurate, complete, current, or free from defects. We do not warrant that any profile, recommendation, match, verification signal, introduction, user, investor, startup, fund, company, or opportunity is accurate, suitable, compliant, solvent, legitimate, or investment-worthy.

22. Limitation of liability

To the maximum extent permitted by law, VentraMatch and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or any loss of profits, revenue, goodwill, data, business opportunities, investment returns, financing opportunities, or anticipated savings, arising out of or related to your use of the platform.

To the maximum extent permitted by law, VentraMatch's total liability for any claim arising out of or related to the platform or these Terms will not exceed the greater of one hundred dollars ($100) or the amount you paid VentraMatch for the platform in the three months before the event giving rise to the claim.

23. Indemnification

You agree to defend, indemnify, and hold harmless VentraMatch and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to your use of the platform, your content, your communications with other users, your transactions or attempted transactions, your violation of these Terms, your violation of law, or your infringement or misuse of another party's rights or confidential information.

24. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-law rules. Any dispute arising out of or relating to these Terms or VentraMatch will be resolved in the state or federal courts located in Delaware, except where prohibited by applicable law.

Before filing a claim, you agree to contact us and attempt to resolve the dispute informally. This informal process does not prevent either party from seeking urgent injunctive relief where necessary to protect confidential information, intellectual property, platform security, or user safety.

25. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will provide notice through the platform, by email, or by another reasonable method. Your continued use of VentraMatch after updated Terms take effect means you accept the updated Terms.

26. Contact

Questions, concerns, correction requests, or legal notices may be sent to legal@ventramatch.com.