A single upfront investment covering shared infrastructure, AI API costs, and document processing. This is not payment to Priceless LLC — it funds the product both parties own. A lump sum is simpler than phased payments and gives the team immediate runway to build without collection overhead.
Monthly Infrastructure & Service Costs
AI & LLM
Hosting
Database
SaaS & Tooling
Setup (one-time)
What the Money Pays For
Claude API — Anthropic’s AI model that powers all document analysis, compliance checks, and natural-language answers
Voyage Embeddings — converts regulatory documents into searchable vectors so the AI can find relevant codes instantly
LlamaParse — extracts structured text from PDFs, scanned documents, and complex regulatory filings
Marker API — converts document images and tables into machine-readable format for ingestion
Vercel Pro — hosts the web application with global edge delivery, serverless functions, and automatic scaling
Neon Postgres + pgvector — cloud database with built-in vector search, enabling AI-powered retrieval across all stored regulations
Sentry — real-time error monitoring and crash reporting to catch issues before users do
Resend — transactional email delivery for alerts, reports, and user notifications
PostHog — product analytics to understand how customers use the platform and where to improve
Doppler — secure secrets management for API keys, database credentials, and environment configuration
QStash + Upstash Redis — background job queue and caching layer for processing large document batches without blocking users
Domains & DNS — civalent.com, civalent.ai, civalent.io registration plus Cloudflare DNS for fast, reliable routing (one-time)
Investment Payback
When & How the $20K Is Recovered
Cumulative Net Cash Position
Capital Deployed (negative)
Net Positive (recovered)
1–6 firms
7–15 firms
Demos
MVP
V1
Period
Revenue
Costs
Cumulative Net
Month 1–3 (pre-revenue)
$0
$20,000
−$20,000
Q1 (first 3 revenue months)
$5,994
~$1,500
−$15,506
Q2
$17,982
~$1,500
+$976 — BREAKEVEN
Q3
$34,467
~$1,500
+$33,943
Q4
$67,446
~$2,000
+$99,389
End of Year 1
$125,889
~$12,000
+$113,889 (5.7x)
What This Means
Payback period: ~5–6 months from first revenue — exceptionally fast for any startup investment. The lower $20K threshold means breakeven arrives during Q2, not Q3
No debt, no repayment obligation — equity investment, not a loan. The “payback” is the company becoming self-sustaining
Zero ongoing capital needs — Year 1 is cash-flow positive in all scenarios because the technical founder draws no salary
Risk is front-loaded and small — maximum capital at risk is $20,000. After breakeven (~Month 8–9 from start), the company funds itself indefinitely
Conditions
Partnership Terms
01Vestingequity vesting
Nobody gets their full ownership stake on day one. Instead, you earn your shares over time by staying involved and contributing. Think of it like a loyalty program — the longer you’re in, the more you’ve earned.
The cliff: For the first 6 months, no one owns any shares outright. If someone walks away during that period, their shares go back to the company — no hard feelings, no complicated buyouts. This protects everyone from a partner who signs up but doesn’t follow through.
After the cliff: Starting in month 7, each partner earns their shares monthly over the remaining 18 months (1/24th per month). By the end of year 2, you own 100% of your stake. This applies equally to both sides — Priceless LLC vests on the same schedule.
Why 2 years, not 4? A traditional startup uses a 4-year vest with a 1-year cliff. We’re proposing an accelerated schedule because this is a small founding partnership, not a VC-backed company with dozens of employees. Two years gets everyone fully vested while still providing meaningful protection. Important trade-off to discuss: once fully vested, there’s no equity incentive to stay — Year 2–3 is often when growth explodes. Consider whether a 2.5-year vest with a 6-month cliff strikes a better balance.
02Intellectual PropertyIP licensing
The software that already exists today was built entirely by Priceless LLC. Rather than giving that code away, Priceless licenses it to Civalent LLC — meaning the company gets full rights to use, modify, and sell it, but the original creator retains ownership of what they built before the partnership.
Why this matters: If the partnership dissolves for any reason, Priceless LLC keeps the code they wrote before Civalent existed. Any new code written after the LLC is formed belongs to Civalent — that’s shared property. This is standard practice in tech startups where a founder brings pre-existing work to the table. It protects the builder’s prior investment while ensuring the company owns everything built going forward.
03Commitment Minimumscontribution requirements
Everyone has a minimum time commitment so the partnership stays balanced. Priceless LLC commits to 30 hours/week of engineering. Each founding partner commits to a minimum weekly contribution toward testing, feedback, document collection, and sales introductions.
What “5 hours/week” could look like for each founding partner:
• Testing new features and reporting bugs (1–2 hrs)
• Collecting and uploading regulatory documents for ingestion (1–2 hrs)
• Attending the weekly check-in and reviewing progress (1 hr)
• Making warm introductions to potential clients or industry contacts (as available)
• Reviewing compliance output for accuracy (domain expertise validation)
• Providing feedback on UX, wording, and regulatory terminology
• Preparing for or attending client demos and pitch meetings
How it’s measured: Weekly check-in attendance, deliverable completion (documents uploaded, bugs reported, intros made), and participation in the shared project board. No timesheets — the work speaks for itself.
What if someone falls behind? If either side consistently misses their commitment for 60+ days, the other side can call a rebalancing discussion. This isn’t automatic forfeiture — it’s a good-faith conversation about adjusting the arrangement. Possible outcomes: adjusted equity split, reduced role, or amicable separation with vested shares retained.
04Capital Commitmentoperating capital
The founding team invests $20,000 upfront as a lump sum to cover the real costs of building the product — cloud servers, AI API usage, document processing, and tooling. This is not payment to Priceless LLC. It’s money spent on services and infrastructure that the company needs to exist.
Why lump sum? At $20K, phased monthly payments add collection overhead without meaningful risk reduction. A single upfront deposit gives the team immediate access to the full infrastructure budget — critical because document vectorization, AI API setup, and cloud provisioning all happen in the first weeks. The detailed cost breakdown (see expense chart above) shows monthly infrastructure runs ~$1,100–$2,300, with heavier spend in the first 3 months as the platform is stood up.
What if it doesn’t work? The $20K is equity investment, not a loan. If the partnership dissolves, unspent capital remains in the LLC accounts. The vesting cliff (6 months) ensures no one earns equity unless the partnership survives its initial trial period — so both the capital and the equity are protected.
Decision Authority
Domain
Authority
Technical architecture, stack, infrastructure
Priceless LLC (final say)
Product features, priorities, roadmap
Joint (majority vote)
Pricing, go-to-market, sales strategy
Joint (majority vote)
Regulatory accuracy, compliance claims
Founding Team (final say)
Hiring, spending over $5,000
Unanimous
Rationale
Why This Structure
The 60/40 ownership with 50/50 revenue share reflects a negotiated compromise between the original 50/50 proposal and the founding team’s request for majority ownership.
What the Founding Team Gains
Majority control (60%) — final say on joint decisions via majority vote
Larger exit share — 60% of proceeds in any acquisition or liquidity event
Favorable dilution — 60% stake provides more cushion in future fundraising rounds
Technical authority — final say on architecture, stack, and infrastructure (unchanged)
IP protections — pre-existing codebase remains licensed, not transferred
Why the Revenue Share Matters
Priceless LLC accepts minority ownership (40%) because the 50/50 revenue share compensates for:
$78,000–155,000 of pre-existing IP built at no cost,
$0 technical founder salary (market rate: $150,000–250,000/yr), and
bus factor of 1 — there is no product without the technical founder.
Section 6
Protective Provisions
The following require unanimous consent of all members, regardless of ownership percentage. These provisions ensure the 50/50 revenue share is enforceable and cannot be unilaterally modified by majority ownership.
Revenue Share Protections
The 50/50 revenue share cannot be modified without unanimous written consent of all members
“Revenue” is defined as gross revenue minus direct operating costs (hosting, API, SaaS tools). Salary, contractor, and discretionary spending are not deducted before distribution
Distributions must occur quarterly at minimum when the company is cash-flow positive
If distributions are suspended for reinvestment, a maximum deferral period of 6 months applies before mandatory distribution resumes
Minority Protections (40% holder veto rights)
Sale, merger, or acquisition of the company
Issuance of new equity or convertible instruments (dilution protection)
Changes to the operating agreement, including distribution terms
Incurring debt above $10,000
Compensation or salary for any member above $5,000/month until the company reaches $500K ARR
Dissolution of the company
Change of Control
The 50/50 revenue share agreement survives change of control — in an acquisition, the revenue share converts to a proportional claim on deal proceeds, or the acquirer must honor existing distribution terms for a minimum of 24 months
If the company is sold, proceeds are distributed as: first, any accrued but unpaid distributions under the 50/50 revenue share; then, remaining proceeds per ownership (60/40)
Financial Context
Revenue Projections
3-Year Revenue Projection
The $20,000 capital commitment yields a projected 2,100x ownership return in 3 years, plus equal revenue distributions throughout. The business is cash-flow positive from Month 1 in the bootstrapped scenario. No external funding is required through Year 2.
2,100x
projected 3-year return
Timeline
Path to Market
Mar 14
Sign Framework
Mar 14
LLC Formation
Mar 17
Dev Begins
~May 8
MVP (Texas)
~June
V1 Launch
This document reflects the agreed equity framework from the March 14, 2026 partner meeting. All terms will be formalized by legal counsel in the LLC operating agreement. The protective provisions in Section 6 are considered material terms that must be included in the operating agreement.