Note in Non-legalese: We use a SAFE because it allows us to invest in your future without putting debt on your balance sheet and hurting your chances of future investment by others. If you succeed, we share in the reward. If you fail, you don’t owe us anything.
TERMS AND CONDITIONS FOR INVESTMENT BY SNAPPEA VENTURES
1. Investment Details
1.1. SAFE Agreement: SnapPea Ventures offers an investment through a Simple Agreement for Future Equity (SAFE). The terms of the SAFE include:
- Valuation Cap: To be negotiated based on the company’s potential and market opportunity.
- Discount Rate: A discount rate of 20% will be applied if there’s a subsequent financing round.
- Conversion: The SAFE will automatically convert to equity in the company’s next priced round.
- Most Favored Nation (MFN) Clause: The SAFE will include an MFN clause.
1.2. Transferability: The SAFE can be transferred but is restricted to companies or individuals in non-competitive industries.
1.3. Investment Breakdown: The total investment will not exceed $35,000 and will be a combination of cash and in-kind services. The cash component will range between $2,000 and $20,000, determined by SnapPea Ventures based on its evaluation of the company’s needs and what is deemed most beneficial.
2. Eligibility Criteria
2.1. SnapPea Course: Companies must complete and pass the SnapPea Course “Just one thing before you start.” A passing grade is defined by meeting or exceeding the “pass” criteria by at least 1.5%.
2.2. Scaleable Solution: The company’s product or service must offer a scalable solution. The exact definition of “scalable” will be at the discretion of SnapPea Ventures.
2.3. Technology Moat: Companies must possess a technology moat. This does not necessarily have to be patented, but it should be proprietary and challenging to replicate.
2.4. Top Performers: Only the top 10% of companies based on their performance in the SnapPea Course will be considered for investment.
3. Follow-On Investments
3.1. First Right of Refusal: In the event of a follow-on investment round, SnapPea Ventures reserves the first right of refusal.
4. Termination and Refunds
4.1. No specific post-investment criteria are set for this round. However, SnapPea Ventures retains the right to terminate the agreement in cases of a breach by the company.
5.1. These terms and conditions are governed by the laws of the province of Ontario. Any disputes arising out of or in connection with this agreement shall be resolved under the jurisdiction of Ontario courts.