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MGV Capital Website Terms of Use

Effective date: 22 October 2026

Last updated: 22 October 2026

1. Acceptance of these Terms

These Terms of Use (the "Terms") govern your access to and use of https://metagrove.vc and any related pages, forms and content (the "Site"). The Site is operated by Metagrove Ventures, LLC, a Delaware limited liability company, which does business as MGV Capital (formerly Metagrove Ventures) ("MGV", "we", "us" or "our").

By accessing or using the Site, or by submitting any material to us through it, you agree to these Terms and to our Privacy Policy (https://metagrove.vc/privacy). If you do not agree, please do not use the Site. If you use the Site on behalf of a company or other organisation, you confirm that you have authority to accept these Terms on its behalf.

Please note: Section 11 contains a binding arbitration agreement and a class and collective action waiver. These affect how disputes are resolved. You can opt out of arbitration within 30 days, as explained in Section 11.

You must be at least 18 years old to use the Site.

2. IMPORTANT: No offer of securities; not investment, legal or tax advice

PLEASE READ THIS SECTION CAREFULLY.

Nothing on the Site is an offer to sell, or a solicitation of an offer to buy, any security, fund interest or investment product, in any jurisdiction. Interests in any fund managed or advised by MGV or its affiliates (each a "Fund") are offered privately, only under Rule 506(b) of Regulation D under the US Securities Act of 1933. They are offered solely to eligible "accredited investors" with whom we have a pre-existing substantive relationship. Any such offer is made only through that Fund's confidential private placement memorandum, limited partnership agreement, subscription documents and related materials (the "Offering Documents"). Investors outside the United States must also be eligible under the laws of their jurisdiction, such as wholesale or sophisticated investors in Australia, and offers are made only where the law allows. Nothing on the Site is, or is intended to be, general solicitation or general advertising of any Fund or offering. If the Site and the Offering Documents conflict, the Offering Documents govern.

The Site is for general information only. Nothing on it is investment, financial, legal, tax, accounting or other professional advice, or a recommendation to buy, sell or hold any security or to pursue any investment strategy. The Site does not take into account your objectives, financial situation or needs. You should get your own independent professional advice before making any investment decision.

Fund interests have not been registered under the US Securities Act of 1933 or any state or foreign securities law. The Funds are not registered as investment companies under the US Investment Company Act of 1940. They rely on the exemption in Section 3(c)(1) of that Act, so investors do not have the protections that Act provides. Investments in venture capital funds and early-stage companies are speculative, illiquid and high-risk, and you could lose your entire investment.

Non-US persons. Fund interests have not been, and will not be, registered under the US Securities Act of 1933. Outside the United States, they are offered only in compliance with applicable local law, including, where relevant, in reliance on Regulation S under that Act. The Site is not directed at, or intended for use by, any person in any jurisdiction where its publication, availability or use would be unlawful. It is your responsibility to know and comply with the laws that apply to you.

Australia. The Site is not a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (Cth). It has not been lodged with the Australian Securities and Investments Commission. Any offer of Fund interests in Australia is made only to persons who are "wholesale clients" (section 761G) or "sophisticated investors" or "professional investors" (section 708), so that no disclosure document is required. Any information on the Site is general information only. It is not personal advice and does not take into account your objectives, financial situation or needs.

United Kingdom and EEA. Nothing on the Site is an offer to, or intended for, retail investors in the United Kingdom or the European Economic Area. Any marketing of a Fund in the UK or an EEA member state is made only to professional investors, or others to whom it may lawfully be made, and only as permitted under the applicable national private placement rules and financial promotion restrictions.

3. No performance information; forward-looking statements

The Site does not present the performance of any Fund. Portfolio company names and logos are shown for information only. They do not indicate, and should not be taken as indicating, any investment returns, and the companies shown do not endorse MGV. Past results are not indicative of future results. Any forward-looking statements on the Site, such as statements about our thesis, strategy or market expectations, reflect our views at the time, are not guarantees, and may not come true.

4. Pitch submissions

We welcome pitches from founders through the "Pitch Us" form, by email, or by other means (each a "Submission"). By sending a Submission, you acknowledge and agree that:

  1. We do not sign NDAs. Like most venture investors, MGV does not sign non-disclosure or confidentiality agreements when reviewing pitches. Please do not include trade secrets or other information you are not comfortable sharing without a confidentiality agreement.
  2. Submissions are not treated as confidential. We will handle Submissions with discretion and in line with our Privacy Policy, but we do not owe you any duty of confidentiality, fiduciary duty or other obligation for a Submission unless we have agreed otherwise in a separate signed written agreement. We may share Submissions with our team, advisers and affiliates. As described in our Privacy Policy, we will ask for your consent before sharing your pitch materials with co-investors.
  3. We may review or invest in similar companies. MGV reviews many opportunities and may already be evaluating, or may in future evaluate or invest in, companies with ideas, products, technologies or business models similar to or competitive with yours. Nothing in a Submission limits MGV's or any Fund's freedom to do so. You will have no claim against us for doing so, provided we do not use your Submission in breach of applicable law.
  4. No obligation to respond. We are not obliged to review, respond to, return or provide feedback on any Submission, or to invest. Submitting a pitch does not create any relationship between you and MGV. Any investment would be subject to definitive agreements signed by all parties.
  5. Your warranties. You represent and warrant that: - you have all rights, authority and consents needed to send the Submission, including for any personal information about co-founders, employees or others it contains; - the Submission does not infringe or misappropriate any third party's intellectual property, confidentiality or privacy rights; - the Submission does not breach any agreement or duty you owe to anyone else; and - to your knowledge, the information in it is accurate and not misleading.
  6. Licence to review. You keep ownership of your Submission. You grant MGV a non-exclusive, royalty-free, worldwide licence to use, copy, store and share your Submission internally, and with the people described in item 2 above, to evaluate and record the investment opportunity.

5. Intellectual property

The Site and its content, including text, graphics, logos, the MGV Capital and Metagrove names and marks, design, layout and software, are owned by MGV or its licensors. They are protected by copyright, trademark and other intellectual property laws. Third-party names, logos and marks, including those of portfolio companies, belong to their respective owners.

We grant you a limited, revocable, non-exclusive, non-transferable licence to access and view the Site for your personal or internal business use. You may not copy, reproduce, modify, distribute, publicly display, create derivative works from, or commercially exploit any part of the Site without our prior written permission. However, you may share links to the Site and quote short extracts with attribution.

If you send us feedback or suggestions about the Site, we may use them freely and without obligation to you.

6. Acceptable use

You agree not to:

  • use the Site in breach of any law or regulation, or for any fraudulent, misleading or harmful purpose;
  • submit content that is unlawful, defamatory, infringing, obscene or harassing, or that contains viruses, malware or other harmful code;
  • try to gain unauthorised access to the Site, our systems or other users' data, or interfere with or disrupt the Site's operation or security;
  • scrape, crawl, harvest or extract data from the Site using automated means without our permission, except for standard search-engine indexing that follows our robots.txt;
  • use content from the Site to train artificial intelligence or machine learning models without our written permission;
  • impersonate any person or entity, or misrepresent your affiliation with any person or entity; or
  • send spam or unsolicited promotional material through our forms.

We may suspend or restrict access to the Site, or remove or disregard any Submission, at any time and for any reason.

7. Third-party links and services

The Site may contain links to third-party websites, such as portfolio company sites, social media, scheduling tools or form providers, or may embed third-party services. We provide these links only for convenience. We do not control third-party sites or services, and we are not responsible for their content, policies or practices. A link does not mean we endorse or are affiliated with the third party. Your use of third-party sites is at your own risk and subject to their terms.

8. Disclaimers

THE SITE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE". To the fullest extent permitted by law, MGV disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and completeness. We do not warrant that the Site will be uninterrupted, timely, secure or error-free, that content is current, or that the Site is free of viruses or other harmful components. Content may be changed, updated or removed at any time without notice.

9. Limitation of liability

To the fullest extent permitted by law:

  • MGV, its affiliates, any Fund, and their respective managers, members, partners, officers, employees, advisers and agents (the "MGV Parties") will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill or business opportunity, arising out of or relating to the Site, its content, any Submission, or these Terms. This applies whatever the legal theory, and even if we were told such damages were possible.
  • The MGV Parties' total liability for all claims arising out of or relating to the Site or these Terms will not exceed the greater of US$100 and the amount you paid us in the 12 months before the claim arose (normally nil).
  • In particular, the MGV Parties are not liable for any investment or business decision you make based on content on the Site.

Non-excludable rights. Some laws do not allow certain warranties or liabilities to be excluded or limited. Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, that cannot lawfully be excluded or limited. This includes rights under the Australian Consumer Law, liability for fraud, and liability for death or personal injury caused by negligence. Where our liability for a breach of a non-excludable guarantee can be limited, it is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

10. Indemnity

To the extent permitted by law, you agree to indemnify, defend and hold harmless the MGV Parties from and against any claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or relating to:

  • your use or misuse of the Site;
  • your breach of these Terms;
  • any Submission you send, including any claim that it infringes a third party's rights or that you did not have the rights to share it; or
  • your breach of any law or of the rights of any third party.

11. Governing law and disputes

11.1 Governing law. These Terms, and any dispute or claim arising out of or relating to them or the Site (a "Dispute"), are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The Federal Arbitration Act governs the interpretation and enforcement of Section 11.3.

11.2 Informal resolution first. Before starting arbitration or any court proceeding, you and MGV agree to try to resolve the Dispute informally for at least 30 days. The 30 days start when one party sends written notice of the Dispute to the other. Notices to MGV must be sent to legal@metagrove.vc. The notice must include your name and contact details, a description of the Dispute, and the relief you are seeking.

11.3 Binding individual arbitration. If the Dispute is not resolved within 30 days, you and MGV agree that it will be resolved by binding individual arbitration, not in court, except as set out in Section 11.5. The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, or under its Consumer Arbitration Rules where those rules apply. There will be one arbitrator. The seat of arbitration will be Wilmington, Delaware, and the arbitration will be conducted in English. Hearings may take place by video conference or on the papers where the rules allow. The arbitrator's award will be final and binding, and judgment on it may be entered in any court with jurisdiction. Fees will be allocated as the applicable AAA rules provide.

11.4 Class and collective action waiver. You and MGV agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims of more than one person or preside over any form of class or representative proceeding. If this Section 11.4 is found to be unenforceable for a particular claim, that claim (and only that claim) must be severed and brought in court under Section 11.6, and it will be stayed until any arbitrable claims have been resolved.

11.5 Exceptions. Despite Section 11.3:

  • either party may bring an individual claim in a small claims court with jurisdiction, as long as the claim stays in that court; and
  • either party may seek injunctive or other equitable relief in court to protect its intellectual property rights or confidential information, or to stop misuse of the Site, pending the outcome of any arbitration.

11.6 Courts. Any Dispute that is not subject to arbitration (including claims excluded under Section 11.5 or if you opt out under Section 11.7) will be brought exclusively in the state or federal courts located in the State of Delaware, and you and MGV submit to their jurisdiction.

11.7 Right to opt out. You may opt out of this arbitration agreement by emailing legal@metagrove.vc within 30 days after you first accept these Terms. Your email must include your name and a clear statement that you want to opt out of arbitration. Opting out does not affect any other part of these Terms.

11.8 Non-excludable rights. Nothing in this Section 11 deprives you of the protection of any mandatory laws of your country of residence that cannot be excluded by contract, including any non-excludable rights under the Australian Consumer Law. Nothing in it prevents you from bringing a claim in the courts of your country of residence where those laws give you that right.

12. Changes to these Terms

We may update these Terms from time to time. When we do, we will change the "Last updated" date at the top and post the updated Terms on the Site. Changes take effect when posted, unless we say otherwise. If you continue to use the Site after changes are posted, you accept the updated Terms. If you do not agree, please stop using the Site.

13. General

  • Entire agreement: these Terms and our Privacy Policy are the entire agreement between you and MGV about the Site. They do not govern any investment in a Fund, which is governed solely by the Offering Documents.
  • Severability: if any provision is held invalid or unenforceable, the rest will remain in effect.
  • No waiver: if we fail to enforce any provision, we have not waived it.
  • Assignment: we may assign these Terms. You may not assign them without our written consent.
  • No relationship: nothing in these Terms creates any partnership, joint venture, agency, fiduciary or advisory relationship between you and MGV.

14. Contact

Questions about these Terms can be sent to:

Metagrove Ventures, LLC (MGV Capital)

Email: legal@metagrove.vc

Mail: c/o Legalinc Corporate Services Inc. (registered agent), 131 Continental Dr, Suite 305, Newark, DE 19713, USA

Website: https://metagrove.vc