Founders
Confidentially and anonymously identify key governance, IP, regulatory and fundraising gaps and risks that could derail your startup or its fundraising efforts.
Confidential and anonymous, GCA is a legal governance, regulatory, and fundraising-readiness assessment for seed, pre-seed, and pre-Series A startups.
Confidentially and anonymously identify key governance, IP, regulatory and fundraising gaps and risks that could derail your startup or its fundraising efforts.
Receive a roadmap for you and your startup clients to prioritize key steps to protect and position them for success.
Quickly and cost-effectively identify due diligence issues and strengths for every startup seeking pre-seed, seed or series A investment.
General Counsel AuditTM (GCA) is a service of General Counsel Audit, Inc. GCA does not provide or substitute for legal, tax, or financial advice. All GCA Audit Reports should be discussed confidentially with competent startup counsel. GCA is 100% anonymous and confidential by default in order to protect sensitive legal, regulatory, and intellectual property information. Unless users request otherwise, and except for customary payment information collected separately by GCA's payment processor, GCA does not save, store or preserve any user-provided information or any GCA Audit Reports, aside from a user-selected username, email, and password. Therefore, users must immediately save or print GCA Audit Reports before logging out, as they cannot be recovered once purged.
General Counsel AuditTM (GCATM) is the first DYI startup due diligence tool for founders. And it's anonymous, completely confidential, and only takes minutes to complete!
Just answer 91 yes/no questions and receive a comprehensive GCA Audit Report instantly.
Only you will see the report unless you choose to share it - perhaps with investors, counsel, or mentors.
The GCA Audit Report will (i) score your startup, (ii) highlight its strengths, gaps, and top action items, and (iii) discuss where your startup stands across nine areas:
Don't like your first GCA Audit results? Fix some of the top action items and re-take the audit one time within 60 days for free!
GCA was created by globally recognized startup attorney, professor, author, and founder, Paul Swegle. But GCA is not legal advice. GCA is not your attorney - GCA is provided solely for educational purposes. And educate it will. GCA will educate you and your counsel on how to position your startup for success!
Share a favorable GCA Audit Report with investors. Just remember, the securities laws prohibit knowingly providing false information to investors, so answer the GCA Survey questions honestly.
IMPORTANT: GCA is currently designed for startups that are U.S. corporations. It is not intended for limited liability companies or for non-U.S. companies. U.K, EU, Singapore, and India GCA versions are in development.
Introducing General Counsel AuditTM (GCATM). GCA is about to become your favorite new law partner!
It's the first DIY startup due diligence tool of its kind and startup lawyers are bound to become some of its biggest fans.
Run new or potential startup clients through GCA for a detailed report of legal, governance or fundraising gaps and challenges, discuss those with the founders, and then get to work!
With Strengths, Gaps, and Top Action Items all highlighted, it won't just be you anymore saying what needs to be done. "The founders can re-take the GCA Survey for free within 60 days, which means they might be more likely to prioritize important legal and governance corrective actions."
And the unfortunate reality is that some startups might pose more professional risk than you are comfortable with - risks that GCA can help you identify.
GCA can help reveal irreconcilable founder disputes, hopelessly damaged cap tables or balance sheets, and other serious legal or regulatory issues looming on the horizon.
No more waiting weeks or months to find out about risks or challenges outside your professional comfort zone.
Note, for privacy and confidentiality reasons, founders to whom you send invitations to go through GCA will have the final say on sharing their Audit Report with you.
Use GCA on a one-off basis for $49.95, or buy a Plan for 5, 10, or 20 GCA Audits at $225, $400, or $700, respectively, for savings up to 30%.
IMPORTANT: GCA is currently designed for startups that are U.S. corporations. It is not intended for limited liability companies or for non-U.S. companies. U.K, Singapore, and India GCA versions are in development.
General Counsel AuditTM (GCATM) is like Carfax® for startups.
Angels, VCs, and family offices will soon find it indispensable.
With affordable GCA Plans, you can request a GCA from every startup that passes your first screen.
Just email the founders a link to take the GCA Survey and ask them to authorize GCA to share the Audit Report with you.
You'll receive the report via email when they complete and submit the 91 question yes/no GCA Survey and consent to share it with you. They might also want to quickly fix a few "Top Action Items" with counsel first, retake the GCA Survey for free, and then send you the improved GCA Audit Report.
The GCA Audit Report will (i) score the startup, (ii) highlight its strengths, gaps, and highest priority fixes, and (iii) discuss where the startup stands across nine areas:
Again, for privacy and confidentiality reasons, founders to whom you send invitations to go through GCA will have the final say on sharing their Audit Report with you.
Use GCA on a one-off basis for $49.95, or buy a Plan for 5, 10, or 20 GCA Audits at $225, $400, or $700, respectively, for savings up to 30%.
It's a new day in early-stage due diligence! Click the link below to try GCA for free.
IMPORTANT: GCA is currently designed for startups that are U.S. corporations. It is not intended for limited liability companies or for non-U.S. companies.
The following terms of service ("Terms of Services" or "Agreement") govern your ("You" or "Client") use of the General Counsel Audit Website and Application (the "Services"). By Your use of the Services, You agree to these Terms of Service and to GCAI's Privacy Policy. The Services are offered solely by General Counsel Audit, Inc., a Delaware corporation ("GCAI"). You and GCAI are each a Party hereunder, and together are the Parties.
Client must pay for the Services in advance and Client agrees that GCAI shall have no obligation to refund Client for any pre-paid Services, such as GCA Credits purchased under a GCA Plan.
Startup advisors and investors who pay GCA to send invitations to startup founders or officers ("Third Party Users") to use GCA on a complementary basis understand and acknowledge that recipient startup founders or officers are under no obligation to share their resulting GCA Audit Reports with them and may decide not to do so for confidentiality or privacy reasons.
GCA is designed so that it can be used with nearly complete anonymity and confidentiality. Except for information shared with Stripe during the payment process, to which GCAI has no access, users can create a GCA account with an anonymous username and an anonymous email address.
Other protections include:
GCAI shall provide the Services through GCAI's proprietary General Counsel Audit software as a service ("GCA"), which allows users ("Users") to complete and submit GCA survey ("GCA Survey") about a named or anonymous startup in order to receive an audit report from GCA ("GCA Audit Report") intended to inform and educate the startup's founders, officers, advisors and others about the startup's legal, governance, intellectual property, regulatory and fundraising strengths, gaps, and areas for improvement.
The Services are currently designed only for corporations (not LLCs) formed in the United States and have limited utility for companies formed as other entity types or in other jurisdictions.
Client agrees that GCA Audit Reports are provided for educational purposes only and do not constitute legal, financial, regulatory, or tax advice. Client further agrees that there is no attorney-client relationship between Client and GCAI. GCA Audit Reports should be discussed with competent counsel with experience working with startups and entrepreneurs.
GCA is designed with these protections in order to minimize the risk that information provided to GCA or created by GCA about a startup or its founders or officers will be later used in any litigation, investigation, or other action. Although GCA Audit Reports can be saved within GCA for up to 90 days, doing so does increase the risks that such saved reports could be discoverable in any litigation or other legal process, and Client acknowledges and accepts all such risks, as well as any risks of sharing a GCA Audit Report with any Third Party Users or other third parties.
As used in this Agreement, "Intellectual Property" means all right, title and interest in and to intellectual property, including inventions, patents, copyrights, trade secrets, trademarks, trade names, know-how, software, technology applications, moral rights, licenses, developments, research data, designs, processes, formulas and other intangible proprietary or property rights, whether or not patentable (or otherwise subject to legally enforceable restrictions or protections against unauthorized third party usage), and any and all applications for, and extensions, divisions and reissuances of, any of the foregoing, and rights therein, and whether arising by statute or common law.
The GCA Website, GCA Survey, and all GCA Audit Reports are and will remain copyrighted works owned by GCAI. GCAI grants Client a limited license to use and share any GCA Audit Report with Client's attorneys, advisors, and current and prospective investors, but Client may not otherwise broadly distribute, publish or broadcast any GCA Audit Report or the GCA Survey.
GCAI owns all Intellectual Property related to GCA and there shall be no transfer of intellectual property rights between the Parties as a result of this Agreement, except as to such temporary rights and licenses as are specifically granted herein or which are granted by implication herein during the Term of this Agreement solely as necessary to provide and use the Services.
You agree not to, and will not permit any third party to, reverse engineer, decompile, disassemble, or otherwise attempt to derive or discover the source code, underlying algorithms, business logic, architecture, or design of the Services, or any part thereof.
Additionally, You shall not copy, modify, adapt, translate, or create derivative works based on the Services, or use the Services in a manner intended to compete with or replicate their functionality. These restrictions are essential to protect the proprietary nature of the Services and the intellectual property rights of GCAI. Any unauthorized attempt to analyze or duplicate the Services may result in termination of Your access and further legal action for any damages caused by such violations.
This Agreement shall govern Your use of the GCA Website and Services for so long as You use them, and certain provisions of the Agreement shall continue in effect even after You stop using the Services, including the provisions under the following sections of the Agreement: Intellectual Property Rights, Confidentiality, Representations and Warranties, Indemnification, Limitation of Liability, Governing Law; Exclusive Jurisdiction, and Severability.
Confidential Information. "Confidential Information" means information disclosed by a Party to the other Party in connection with this Agreement, which is either marked confidential or disclosed in circumstances in which a reasonable person would consider the information to be confidential. Each Party acknowledges that disclosure of the other Party's Confidential Information would cause irreparable harm to the other Party.
Protection of Confidential Information. A Party receiving Confidential Information from the other shall use the degree of care generally applicable to the type of Confidential Information involved and customary within the industry and the same degree of care as it uses to protect its own confidential information of a like nature, but no less than a reasonable degree of care, to prevent (a) use of such Confidential Information for any purpose other than to carry out the terms of this Agreement, and (b) disclosure of such Confidential Information to any person other than those who need to know such Confidential Information to carry out the terms of this Agreement and who are bound by written confidentiality agreements, except in accordance to this Agreement.
Passwords. Client hereby takes sole responsibility to ensure that password access to the Services is kept confidential. Client hereby takes sole responsibility for the secure administration and management of all Client-assigned users and of any and all devices, including mobile devices, used to access the Services.
Client represents and warrants to GCAI as follows:
Client will not knowingly or recklessly submit false or misleading information to GCA or otherwise knowingly or recklessly cause GCA to produce a false or misleading or misleading GCA Audit Report to be shared with potential investors, or otherwise knowingly or recklessly use a false or misleading GCA Audit Report for the purposes of obtaining investments from any third party in violation of state or federal securities laws prohibiting false or misleading statements or omissions in connection with the purchase or sale of any security.
Client agrees that GCAI retains all ownership rights in Intellectual Property provided or made available by GCAI relating to GCA, the Services, and the Applications. Client agrees that it shall not copy, reproduce, distribute, modify, reverse engineer, decompile, attempt to determine source code or algorithms of the Services or the Applications, or sell, rent, lease, license, sublicense, resell, transfer, or assign source code, algorithms or other protected data or applications belonging to GCAI. Client shall not use the Applications as a service bureau or for the benefit of any third party other than end users of the Applications, whether on a paid or unpaid basis.
Client will indemnify, defend, and hold harmless GCAI and its directors, officers, employees, and agents from and against all demands, claims, actions, losses, judgments, costs, and expenses (including reasonable attorney fees) to the extent of Client's proportionate fault arising out of the following:
Any breach by Client of any obligation or representation assumed or made by Client herein, and any failure of Client, or claim thereof, to comply with applicable law.
DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, VENDOR MAKES NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, AS TO ANY MATTER WHATSOEVER. VENDOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. VENDOR DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE. CLIENT MAY NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ON BEHALF OF VENDOR TO ANY THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS-IS."
LIMITATION OF LIABILITY. GCAI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR COVER DAMAGES INCURRED BY CLIENT OR BY ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, DAMAGES BASED ON RELIANCE UPON INFORMATION CONTAINED IN A GCA AUDIT REPORT, OR LOSS OF PROFITS, REVENUE, DATA, SERVICE, OR USE, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO CASE EXCEPT IN THE EVENT OF WILLFUL MISCONDUCT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CLIENT HEREUNDER FOR THE SERVICES. THE FOREGOING SHALL NOT LIMIT CLIENT'S LIABILITY TO GCAI FOR INFRINGEMENT OF GCAI'S INTELLECTUAL PROPERTY RIGHTS OR THE PARTIES' OBLIGATIONS REGARDING INDEMNIFICATION OR PROTECTION OF CONFIDENTIAL INFORMATION.
This Agreement, including all exhibits hereto, and the terms, conditions, and covenants hereof and the rights, privileges and obligations of the Parties hereto, shall be construed and interpreted in accordance with the laws of the State of Washington without giving effect to principles regarding conflicts of laws applicable in that or any other jurisdiction. All disputes hereunder shall be resolved exclusively in the state or federal courts of King County, Washington. The Parties irrevocably consent to the exclusive jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available. The provisions of this paragraph shall survive expiration or other termination of this Agreement, regardless of the cause of such termination.
If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it.
General Counsel Audit, Inc. ("GCAI") is committed to protecting the privacy of its users. This Privacy Policy outlines how GCAI collects, uses, and safeguards the limited personal information provided by users of the General Counsel Audit application ("GCA").
GCAI collects and retains minimal personal information, specifically:
In addition, GCA's payment processor Stripe, an independent third-party payment processor, collects customary payment information when you pay to use GCA. This information is never shared with GCAI and is governed by Stripe's privacy policy.
When a user submits a GCA Survey through GCA, it is immediately and irrevocably deleted. No GCA Survey is ever retained or accessible by GCAI.
By default, GCA Audit Reports are not saved in GCA, as Users can download and print them. Users may ask GCA to store an Audit Report for up to ninety (90) days in encrypted format. Stored Audit Reports are not accessible by GCAI, except possibly in the event GCAI is compelled by legal process to seek to gain access to and/or to prevent the destruction of a stored Audit Report.
Lastly, if you email GCAI through the Contact Us link below or on the GCA Website, we will retain those emails for 90 days. Do not send any confidential information to GCAI via email.
GCAI uses the collected information solely for the following purposes:
GCAI will never sell any user information for any reason or under any circumstances, including in a sale of the company. And GCAI does not share user information, except in the following case:.
If a GCA User explicitly authorizes GCA to share their GCA Audit Report with an advisor, investor or other third party ("Third Party User") who caused GCA to send the User an emailed invitation to use GCA for free.
Such sharing is solely at the option of the User; the User may submit a GCA Survey, receive a GCA Audit Report, and decide to not share it with the Third Party User.
No other sharing of user information occurs without explicit consent.
Users may close their accounts at any time by logging into their GCA account and selecting 'Close My Account and Delete my Data.' Upon account closure, GCAI will:
Payments processed through the GCA are handled by Stripe, an independent third-party payment processor. Stripe's privacy policy (https://stripe.com/privacy) governs the collection, use, and protection of payment information. GCAI has no access to or control over this data.
GCAI reserves the right to update this Privacy Policy as needed. Users will be notified of significant changes via email or through the GCA application. Continued use of GCA following such changes constitutes acceptance of the revised Privacy Policy.
For questions or concerns about this Privacy Policy or the handling of your information, please contact us at info@generalcounselaudit.com.
Startups thrive on innovation, agility, and rapid growth. However, in the race to scale, legal risks often get overlooked, leaving…
READ MOREInvesting is an essential pathway to wealth creation, but it is not without risks. Successful investors know that due diligence…
READ MORE