Y Combinator Partnership Agreement

In addition, when you use certain components of the Site, you are subject to any additional terms, policies, rules or policies that apply to the Site or such components of the Site and may be posted on the Site from time to time, including, but not limited to, the Privacy Policy stored www.ycombinator.com/legal#privacy, the Application Privacy Policy in www.ycombinator.com/apply/privacy and any Policy, that apply to the components of the Website (for example. B, Hacker News directives under news.ycombinator.com/newsguidelines.html, Bookface directives under bookface.ycombinator.com/docs/forum/guidelines, etc.). All of these Terms are incorporated by reference into these Terms of Use. User Content transmitted through the Site: With respect to Content or other materials that you upload to the Site or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in such User Content, including, but not limited to, all copyright and publicity rights contained therein. By uploading User Content, you hereby grant Y Combinator and its affiliates a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable, perpetual, irrevocable license to copy, display, download, perform, distribute, store, modify and otherwise use your User Content for any purpose related to Y Combinator in any form, support or technology whether it is currently known. or be developed later. However, please read the app`s privacy policy at www.ycombinator.com/apply/privacy for more information on how we handle the information contained in requests submitted to us. Please contact us at yclegal@ycombinator.com to report violations of these Terms of Use or to ask questions about these Terms of Use or the Site. Exercising Your Rights: California residents may exercise the above privacy rights by emailing us at yclegal@ycombinator.com or by calling us at (888) 726-0118. I got a little thing we got from Nolo Press (nolo.com – centrla`s cheap legal document center), which was an original operating agreement. We have a 3-year exercise on the agreement that you can use, and if it leaves, it receives a small amount, but I would also include an appendix for rights and obligations in the agreement. We had a partner who wasn`t playing, and we had to add an addendum so that bad things could happen when people weren`t playing. Just send me an email and I will forward the document.

I myself have made a complete application, no financing/business, etc. I bring with me a co-founder who will help make this a reality. I am ready to accompany him 50/50. But, as we both discussed, we need to create some kind of agreement (before starting a business/stock/etc.) that protects me, so if he can`t just walk away with 50% of the business and not get the job done. How should this be implemented? If you have any questions about our Privacy Policy or information practices, or if you need to access this Privacy Policy in any other format, please contact us at our designated request address: yclegal@ycombinator.com. All right. So now we understand SAFE And how they are composed. We will talk about dilution and understand how your capitalization tables work. All right. So we`re going to go through that process. So, we`re going to start our business, which Carolyn talked about from the beginning of the startup school course, I think, so I hope it won`t be anything new for you. Next, we`re going to talk about what happens when you raise money on SAFE, some SAFE post-money, and then we`re going to talk about what happens when you hire people and start spending equity on employees.

And then the company will make a price tour. And then what happens to the capitalization table? And now I warn you. This starts to get into the math part of the whole thing, so turn on your brain and keep focusing. All right. So, induction. So say it`s a very simple company, there are two founders, and they share their shares equally between the two. So, in this example, each founder owns 4.625 million shares. Thus, a total of 9.25 million shares are issued and each founder holds 50%. It`s pretty simple, isn`t it? And at this point, in order for them to own these shares, the founders have done the paperwork, they have granted these shares through a limited share purchase agreement and there is an acquisition on these shares as was discussed with Carolyn earlier in the price.

All right. So the next thing that will happen is that this company raises money for a SAFE post-money, and they have collected from two investors. So the first investor comes in pretty early and they invest $200,000 at a valuation cap of $4 million after the money. And then, a little later, Investor B comes in and puts $800,000 at a valuation cap of $8 million after the money. So, if you remember our formulas, the property that investor A has at this point is the amount of money they have invested, divided by the post-money valuation cap that gives them 5% of the business. The same goes for investor B, 800,000 out of 8 million, which gives them 10% of the company. In total, the founders sold 15% of the company at that time. Even if it doesn`t change the actual capitalization chart because these are not shares at the moment, it`s just a SAFE, it`s just a promise to give shares in the future, the founders should know by this time that they have sold 15% of the company. And if they have sold 15% of the company, they can no longer own 100% of the company. Instead of the founders earning 100% of the company together, they have been diluted by the 15%, so that they fall to 85% of the company. So it`s important to have this in your brain when you`re raising money, because while the cap chart, as I said, doesn`t change, the fact that you just sold 15% of the business is an important fact and it`s an important thing to know because you want to make sure you don`t sell too much of the business. because you know there will be a lot of future fundraising that will work with the company and so there will be more dilution in the future.

Is everyone satisfied with how we have reached that 15%? Yes, the question. Y Combinator is always interested in resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to the user`s satisfaction by sending us an email to yclegal@ycombinator.com. If these efforts prove unsuccessful, a party intending to seek arbitration must first send the other party written notice of the dispute (“Notice”) by registered mail. Notice to Y Combinator should be addressed to Y Combinator Management, LLC, 335 Pioneer Way, Mountain View, CA 94041 Attn: General Counsel (“Notice Address”). The notice must (i) describe the nature and basis of the claim or dispute and (ii) state the specific remedy sought. If Y Combinator and you do not resolve the claim within sixty (60) calendar days of receipt of the notice, you or Y Combinator may initiate arbitration. During the course of the arbitration, the amount of a settlement offer will not be communicated by Y Combinator or you to the arbitrator until after the arbitrator has determined the amount to which you or Y Combinator are entitled. Denny Miei`s advice to first reach a “meeting of minds” and express it in plain English is right, don`t rely on a lawyer to help you make a deal with a partner, rely on a lawyer to point out risks and issues you may not have considered (for example. B the establishment of a purchase and sale agreement). We have a standard agreement for all our investments. We are investing $125,000 in a simple “post-money” agreement for future equity and entering into an agreement with the Company and the Founders that sets out certain policies and rights specific to YC, including a right to invest in future rounds of financing of the Company (the “YC Agreement”). The advice of making an acquisition schedule (or buyback/unveiling) is also good.

You need to look beyond that person and think about the other “hats” or skills you need to achieve your goals. You may want to set up an option contract. But you need to start some kind of business and you should consult a lawyer. Application Information: When you submit a request to Y Combinator, personal information related to your request is subject to our Application Privacy Policy, which is available at www.ycombinator.com/apply/privacy/. In the event of any conflict between the Application Privacy Policy and any other part of this Privacy Policy or our Terms of Use, the Application Privacy Policy shall prevail. These Terms of Use constitute the entire agreement between you and Y Combinator and govern your use of the Site and supersede all prior agreements between you and Y Combinator with respect to the Site. These Terms of Use shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. With respect to any dispute or claim that is not subject to arbitration, as set forth above, you and Y Combinator agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

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