Contract analysis

Section 1: Parties 1.1 Company (Issuer) The Company is a data analytics software company that has been duly organized and is in good standing under the laws of the State of Delaware. The Company operates its principal place of business at the address set forth above. 1.2 Investor. The Investor is a Delaware limited liability company engaged in the business of making venture-stage and growth-stage investments. The Inv

Section 2: Investment Terms 2.1 Type of Security The security to be issued to the Investor shall be a Post-Money SAFE (Simple Agreement for Future Equity), based on the standard form published by Calderon Partners LLC, as modified to reflect the specific terms set forth herein and as may be further negotiated by the parties in connection with the preparation of definitive transaction documentation (the "SAFE"). The p

Section 3: SAFE Round Overview 3.1 Total Round Target The Company is seeking to raise an aggregate of $6,800,000 in gross proceeds through the issuance of Post-Money SAFEs on economic terms identical to those described in this Term Sheet (the "SAFE Round"). The Company reserves the right to increase or decrease the total amount of the SAFE Round at its sole discretion, provided that all SAFEs issued in connection wit

Section 4: Conversion Events The SAFE shall convert into equity of the Company, or otherwise be settled, upon the occurrence of any of the following triggering events: 4.1 Equity Financing Upon the closing of a bona fide equity financing in which the Company issues and sells shares of its Preferred Stock (or other equity securities) to one or more investors, resulting in aggregate gross proceeds to the Company of at

Section 5: Most Favored Nation (MFN) Provision The definitive SAFE agreement shall include a standard Most Favored Nation ("MFN") provision in favor of the Investor. If, at any time after the execution of the definitive SAFE agreement and prior to the conversion or termination of the SAFE, the Company issues any subsequent SAFE, convertible note, or other convertible instrument (each, a "Subsequent Convertible Instru

Section 6: Information Rights During the period commencing on the execution of the definitive SAFE agreement and continuing until the earlier of (i) the conversion of the SAFE in full or (ii) the termination of the SAFE in accordance with its terms, the Company shall provide the Investor with the following information: (a) Annual Financial Statements. Within ninety (90) days following the end of each fiscal year of t

Section 7: Representations and Warranties In connection with the execution of the definitive SAFE agreement, the Company shall make customary representations and warranties to the Investor, including but not limited to the following: (a) Due Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is qualified to d

Section 8: Company Capitalization Summary (Pre-Round) The following table summarizes the Company's capitalization as of the date of this Term Sheet, prior to the issuance of any SAFEs in connection with the SAFE Round described herein: Authorized Capital Stock: Issued and Outstanding Common Stock: 2022 Equity Incentive Plan: Outstanding Convertible Instruments (Pre-Seed): The Company represents that, except as set fo

Section 9: Use of Proceeds The Company intends to use the proceeds from the SAFE Round for general corporate purposes, including but not limited to: (a) Product Development. Continued investment in the development, enhancement, and scaling of the Company's data analytics platform, including engineering, design, and quality assurance; (b) Sales and Marketing. Expansion of the Company's sales team, development of go-to

Section 10: Governing Law The definitive SAFE agreement and any disputes arising out of or relating to the proposed investment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflict of laws principles that would require the application of the laws of any other jurisdiction. Each party hereby consents to the exclusive jurisdiction and venue of the state

Section 11: Definitive Documentation The investment contemplated by this Term Sheet shall be documented by the execution and delivery of a definitive Post-Money SAFE on terms consistent with this Term Sheet and based on the standard Calderon Partners LLC Post-Money SAFE form, with such modifications as are mutually agreed upon by the parties and their respective counsel. The definitive SAFE agreement shall supersede

Section 12: Expenses Each party shall be responsible for and shall bear its own legal, accounting, advisory, and other costs and expenses incurred in connection with the negotiation, preparation, execution, and delivery of this Term Sheet and the definitive SAFE agreement. Neither party shall have any obligation to reimburse or indemnify the other party for any such costs or expenses, regardless of whether the propos

Section 13: Non-Binding Nature; Exclusions This Term Sheet is non-binding and does not constitute a binding agreement, commitment, or obligation on the part of either party to consummate the proposed investment or to enter into any definitive documentation. No party shall have any liability to the other party by reason of this Term Sheet or the discussions contemplated hereby, except with respect to the binding oblig

Section 14: Confidentiality The existence of this Term Sheet, the terms and conditions set forth herein, and the fact that discussions and negotiations are taking place between the parties regarding the proposed investment shall be treated as strictly confidential by both parties and shall not be disclosed to any third party without the prior written consent of the other party, except that each party may disclose the

Section 15: Expiration This Term Sheet shall automatically expire and be of no further force or effect if a definitive SAFE agreement is not executed and delivered by both parties within thirty (30) days of the date hereof (i.e., by October 25, 2023), unless such deadline is extended by mutual written agreement of the parties. Upon expiration of this Term Sheet, neither party shall have any further obligation or liab