Monte Carlaw
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SAFE upload

Upload a SAFE and send its numbers into the simulator.

Public prototype. It extracts SAFE type, amount, cap, discount, MFN, rights signals, and YC standardness for simulator use.

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YC standardness report

Automatic prototype
Non-YC / custom SAFEClassification

YC US post-money SAFE - uncapped MFN, no valuation cap, no discount

30.8%YC standard

69.2% non-standard against the closest YC baseline.

NoneSide-letter signal

No pro-rata side-letter signal detected.

Connect to simulator

Document logic is ready for the simulator: Non Yc, Investor-rights heavy SAFE.

Open in simulator

YC US post-money SAFE - uncapped MFN, no valuation cap, no discount30.8%
YC US post-money SAFE - valuation cap, no discount25.7%
YC US post-money SAFE - discount, no valuation cap25.7%

Clause conflict checker

1Conflicting clauses

Conflicts detected by document-logic rules.

0Unclear clauses

Clauses needing clearer drafting.

69.2% YC baseline deviation

Closest YC form: YC US post-money SAFE - uncapped MFN, no valuation cap, no discount

Why: 11 weighted checks differ: Yc Form Identity, Liquidity Event, Dissolution Event, Liquidation Priority, Company Representations, Investor Representations, Amendment, Transfer, Governing Law, Tax Treatment, Mfn.

Calculation: 81 unmatched points ÷ 117 total = 69.2%.

What caused the YC difference score

This is a weighted clause-pattern comparison, not the percentage of words changed. "Not detected" can also mean the clause was paraphrased or the document text was not extracted cleanly.

ProvisionWhat the comparison foundScore effect
yellow
Yc Form Identity		 The expected YC clause pattern was not confirmed. YC baseline: The document identifies itself as a SAFE form available from YC and states that the parties did not modify it except to complete blanks and optional bracketed language. Expected wording not detected: "forms available at http://ycombinator.com/documents"; "neither one has modified the form". Review point: Missing source/modification statement or language says the form was modified. 12 / 117 = 10.3 percentage points
orange
Liquidity Event		 The expected YC clause pattern was not confirmed. YC baseline: The SAFE gives the investor a payment/conversion outcome if a liquidity event occurs before termination. Detected wording: "Liquidity Event". Expected wording not detected: "Change of Control"; "Direct Listing"; "Initial Public Offering". Review point: Liquidity event treatment is missing, capped unusually, subordinated, or materially changed. 8 / 117 = 6.8 percentage points
orange
Dissolution Event		 The expected YC clause pattern was not confirmed. YC baseline: The SAFE gives the investor a dissolution-event payment right before termination. Detected wording: "Dissolution Event". Expected wording not detected: "voluntary termination of operations"; "general assignment". Review point: Dissolution event treatment is absent or changes payment priority. 6 / 117 = 5.1 percentage points
orange
Liquidation Priority		 The expected YC clause pattern was not confirmed. YC baseline: Liquidity/dissolution treatment is intended to operate like standard non-participating preferred stock. Expected wording not detected: "standard non-participating Preferred Stock"; "Junior to payment"; "Senior to payments for Common Stock". Review point: Priority is investor-control heavy, senior to other SAFEs, participating, or unclear. 8 / 117 = 6.8 percentage points
yellow
Company Representations		 The expected YC clause pattern was not confirmed. YC baseline: The company gives standard organization, authority, authorization, no-conflict, approval, and IP representations. Expected wording not detected: "Company Representations"; "duly organized"; "duly authorized". Review point: Company reps are removed, heavily qualified, or add unusual investor approval/consent conditions. 5 / 117 = 4.3 percentage points
yellow
Investor Representations		 The expected YC clause pattern was not confirmed. YC baseline: The investor gives capacity and accredited-investor representations. Expected wording not detected: "Investor Representations"; "full legal capacity"; "accredited investor". Review point: Investor reps are missing or inconsistent with securities-law compliance assumptions. 5 / 117 = 4.3 percentage points
orange
Amendment		 The expected YC clause pattern was not confirmed. YC baseline: Amendments/waivers require company consent and either the investor or majority-in-interest of then-outstanding SAFEs. Expected wording not detected: "amended, waived or modified"; "majority-in-interest"; "then-outstanding Safes". Review point: Company can amend alone, one investor can bind others unexpectedly, or consent threshold is unclear. 8 / 117 = 6.8 percentage points
yellow
Transfer		 The expected YC clause pattern was not confirmed. YC baseline: The SAFE and SAFE rights are not freely transferable without consent, subject to ordinary exceptions. Expected wording not detected: "transferable or assignable"; "prior written consent". Review point: Transfer rights become freely assignable or investor-transfer restrictions are removed. 4 / 117 = 3.4 percentage points
yellow
Governing Law		 The expected YC clause pattern was not confirmed. YC baseline: The form includes a governing-law clause with the jurisdiction blank completed. Expected wording not detected: "governed by the laws"; "without regard to the conflicts of law". Review point: Governing law is missing, split across documents, or conflicts with a side letter. 5 / 117 = 4.3 percentage points
yellow
Tax Treatment		 The expected YC clause pattern was not confirmed. YC baseline: The parties intend the SAFE to be characterized as stock for U.S. tax purposes. Expected wording not detected: "intended to be characterized as stock"; "United States federal and state income tax". Review point: Tax treatment language is absent or inconsistent with the document structure. 4 / 117 = 3.4 percentage points
red
Mfn		 The expected YC clause pattern was not confirmed. YC baseline: This template has an MFN amendment provision and no valuation cap or discount. Expected wording not detected: ""MFN" Amendment Provision"; "Subsequent Convertible Securities"; "terms more favorable". Review point: MFN is missing, narrowed, time-limited unusually, or combined with cap/discount terms. 16 / 117 = 13.7 percentage points

Found clauses

  • green

    Valuation cap clause found.

  • green

    Discount clause found.

  • green

    Side-letter language found.

  • green

    Equity financing conversion trigger found.

  • green

    Liquidity event clause found.

  • green

    Dissolution event clause found.

  • green

    Amendment clause found.

  • green

    Governing law clause found.

Missing clauses

None detected.

Unclear clauses

None detected.

Conflicting clauses

  • orange

    Side-letter language appears without a clear priority/conflict rule.Add a priority clause stating whether the SAFE or side letter controls if terms conflict.

Unusual compared to dataset

  • orange

    Side Letters appears in about 1.4% of the current SEC ready set, so it is not a baseline YC feature.Explain the business reason for this right or narrow it to the specific investor need.

Suggested negotiation / drafting fix

  • orange

    Add a priority clause stating whether the SAFE or side letter controls if terms conflict.

  • orange

    Explain the business reason for this right or narrow it to the specific investor need.