30,000+ startups receive VC term sheets every year — first-time founders sign away 10-20% more than they realize

Your Term Sheet — Decoded in 60 Seconds

Startup attorneys charge $500/hour to review term sheets. We decode every clause, calculate your exact dilution, model your exit at $10M/$50M/$100M, and tell you exactly which 5 terms to negotiate — instantly.

Decode My Term Sheet — $99→

First-time founders often sign away 10-20% more than they realize due to option pool shuffles and liquidation preference stacks.

8-20%
Extra dilution from the option pool shuffle most founders miss
$500/hr
Attorney cost to review what this does in 60 seconds
2x→1x
Liquidation preference negotiated down using our scripts

Everything a $500/hr attorney would catch — in 60 seconds.

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Every Clause in Plain English

Valuation, liquidation preference, anti-dilution, participation rights, drag-along, pro-rata, redemption rights — every clause decoded from legalese into what it actually means for you.

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Exact Dilution Calculated

We catch the sneaky option pool shuffle — when VCs require you to expand the option pool from pre-money, increasing your dilution before they even wire the check. Exact percentage shown.

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Exit Modeling at $10M / $50M / $100M

See the exact dollars you receive at each exit level after liquidation preference stacks, participation rights, and conversion math. No more surprises at the closing table.

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Anti-Dilution Explained Clearly

Full ratchet vs. broad-based weighted average — the difference can cost founders millions. We explain the specific mechanic in your term sheet and its real-world impact in plain language.

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Top 5 Terms to Negotiate — With Scripts

Ranked list of the 5 most impactful terms to push back on, with the specific ask for each negotiation. Stop wasting leverage on standard terms — spend it where it matters.

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Red Flags Flagged Automatically

Pay-to-play provisions, full ratchet anti-dilution, drag-along without founder consent, and other predatory terms flagged immediately with explanation of the risk.

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✓ Verified

The option pool shuffle calculation alone saved me 8% dilution. The VC was trying to expand the pool from pre-money and I had no idea.

P
Priya M.
SaaS Founder, Seed Round
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✓ Verified

Identified a 2x participating preferred clause that would have wiped out my equity at a $15M exit. Renegotiated to non-participating.

J
James R.
Fintech Founder, Series A
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✓ Verified

Used the negotiation scripts verbatim. Got the liquidation preference down from 2x to 1x and removed full ratchet.

A
Aisha T.
Marketplace Founder, Angel Round

One term sheet. One payment. Save $1,900+ vs. an attorney review.

Starter

$39

Clause decoding and dilution calculation — the two analyses that matter most before signing.

  • Every clause translated to plain English
  • Exact dilution calculation (including option pool shuffle)
  • Red flag detection

30-day money-back guarantee

MOST POPULAR

Full Term Sheet Decode

$99

Complete analysis of your VC or angel term sheet. Every clause decoded, exact dilution calculated, exit scenarios modeled, 5 negotiation priorities with scripts. One payment — yours forever.

  • Every clause translated to plain English
  • Exact dilution calculation (including option pool shuffle)
  • Exit modeling at $10M, $50M, and $100M
  • Anti-dilution mechanic explained
  • Top 5 terms to negotiate — with specific asks
  • Terms to accept (standard, not worth fighting)
  • Red flag detection
  • Overall deal rating with explanation

30-day money-back guarantee

Frequently asked

What is the option pool shuffle?

VCs often require you to expand your employee option pool as a condition of the term sheet — but the expansion comes from pre-money, not post-money. This means the dilution is entirely borne by founders, not the investors. A VC offering a "$5M pre-money" with a 20% option pool expansion is really offering closer to $4M equivalent.

What is liquidation preference and why does it matter?

Liquidation preference determines who gets paid first and how much when a company is sold. A 1x non-participating preferred means investors get their money back first, then founders share the rest. A 2x participating preferred means investors get 2x their money AND participate in the remaining proceeds — dramatically reducing founder economics at smaller exits.

What is the difference between full ratchet and broad-based weighted average anti-dilution?

Anti-dilution protects investors if you raise at a lower valuation later. Full ratchet reprices all their shares to the new low price — extremely punishing for founders. Broad-based weighted average adjusts proportionally based on shares issued — far more founder-friendly. Full ratchet is increasingly rare and should be negotiated away.

Is Term Sheet Decoder worth $99?

Startup attorneys charge $500/hr for term sheet reviews. A thorough review takes 2–4 hours. At $99 you get the same clause decoding, dilution calculation, and negotiation priorities in 60 seconds. Use this first, then spend a focused 1-hour attorney session on the items we flag.

What if I don't get results?

If the analysis does not decode every major clause and calculate your dilution, email us within 7 days for a full refund.