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Paper: Automated Startup Legals (Investor Deck)
1. Paper transforms Startup legal into a dynamic, friendly and engaging user
Investor Presentation – September 2016
Draft - Confidential
Paper transforms Startup legal
from static and fragmented
to an intelligent and engaging
experience.
2. The future for the delivery of legal to small business is tech-driven,
and the current legal-tech is dated and weak.
3. It’s like IKEA without the
instructions and those stupid
little Allen key things.
These platforms use documents as the primary interface
and product. People hate legal documents. They don’t
understand them or know how to interact with them.
This leads to negative business consequences and
frustration. Ultimately, users end up needing a lawyer to
decrypt what legal arrangements have been made.
With transactional document delivery, there is little to
no user flow or guidance between one legal action and
another. For example, will the financing documents you
purchased work with your capital structure? Sorry, you’re
on your own.
4. Modern Legal
Let’s appoint a director with Paper
Intuitive Interface
Users can instantly execute super strong
legal with a friendly, intuitive interface.
All core legal content a Startup needs is
native to Paper and executable on
demand. The document is never the
primary interface. The documents are
always available to inspect or download.
Voting and Notifications
Paper intelligently knows which
stakeholders need to consent to any action.
Email alerts are programmatically sent out
to obtain the required consents before
implementing any requested action.
Instant Legal Implementation
Once the required consents are
obtained, Paper automatically executes
the necessary documents and schedules
any required government filings.
Notifications are sent out and users can
view the executed documents anytime.
We did all of that without
documents? Yup.
5. Legal is Code
Paper treats legal code like computer
code: necessary for execution, but not
the primary interface. When legal is
code, AI can be implemented to
allow non-lawyers to execute legal
actions in compliance with internal
rules (ex. by-laws) and external rules
(ex. securities regulations).
Friendly for Life
Paper is a friendly experience throughout the lifecycle
of a Startup. From day one, Paper automates milestone
events such as incorporation and financings as well as
everyday functionality such as contract management
and notifications. For non-core legal, users can hire In-
App lawyers for advice or custom work. Lawyers are
provided by Caravel Law.
Connected and Smart
With core legal natively installed, Paper
knows every term of a Startup’s legal
structure. Founders can confidently grow
their Startup without worrying about the
“legality” of their actions. All relevant
stakeholders are notified of a proposed
action automatically. Actions are executed
only with the required consents. This
relieves enormous amounts of
administration and confusion.
Product Principles
Using AI, Cloud Infrastructure and Disruptive Concepts
7. New Legal Spend Annually
We estimate that new US Startups spend approximately
$2.4b per year in legal services.3
With the US legal market
estimated to spend $437b, that is only 0.006% of annual US
legal spend.4
Unlocking the Pre-Incorporation Market
Assuming that only 1 out of 10 Startups ever incorporate,
there would be approximately 3.2 million new US startups
formed in the US per year.
Structured Revenue
We expect Paper to be the first platform to offer SaaS-based
legal content. LegalZoom and RocketLawyer offer
subscription-models for access to their document libraries,
but do not offer any tech-driven solutions such as
automated vesting.
Rapidly Growing Market
Traditional
Small
Business
359,908
53%
Startups
319,164
47%
Percentage of New US Startups Formed
Annually1,2
319,164new US Startups incorporated each year.*
*This is the most conservative figure for the rate of new U.S. business formation we have identified. The Ewing
Marion Kauffman Foundation’s 2016 Index of Startup Activity found that in 2015 approximately 0.33% of the
U.S. population was a new entrepreneur. That is 10.5 million people. Assuming the average new business has
two founders, that is 5.25 million new businesses formed in 2015 alone. To provide defensible figures, we have
used to conservative data.
8. Global Scalability
From Lagos to Palo Alto
What if a fledging Startup in Lagos or Mumbai could
access the same quality of legal as a Startup in Palo
Alto? With Paper that is possible. With high-
population countries such as India and Nigeria
experiencing explosive growth of Startups, we view a
strong growth opportunity to build habit-forming
experiences around our platform in global markets.
Platforming Legal Expertise and Best Practices
Best practices (ex. vesting), legal expertise and
quality legal content for high-potential Startups is
well developed in advanced economies. Paper
packages this value into scalable frameworks and
makes them available globally via an intuitive
interface at accessible prices.
By 2018, an additional 3b people will come online.
6 billionthe number of people with internet connection by 2018.
9. Business/Revenue Model
Use Paper once or a hundred times a day, it
always costs the same. Paper plans start at
free and rise to $8/m, $90/m and $170/m for
enhanced functionality. We intend to focus
on pricing during our two university pilot
projects this fall.
Meet with experienced business lawyers
anytime, via in-app video chat. Get expert
advice or custom legal work for $215 per
hour, Paper collects 20% commission of all
lawyer work. Lawyers are provided by
Caravel Law.
Founders have access to a full marketplace
of non-core, commercial contracts.
Advanced or niche contracts will be
supplied by third-parties and readable by
Paper for seamless integration. Users can
send installed contracts externally for
execution by email. Paper takes a 30%
commission on all marketplace purchases.
Monthly Subscription In-App Lawyers
Premium & Marketplace
Contracts
Direct and Marketplace Revenue Streams
10. User Acquisition Channels
We have a referral program that big law
firms can’t resist. Law firms refer Startups
they can’t take into their Startup programs
to Paper, rather than letting them go into
the ether. Paper automates and refers the
winners back for high-value work. Talks are
underway with Dentons to implement this
program.
With weak job markets, universities are
intentionally producing massive cohorts of
student entrepreneurs. University
entrepreneurship courses in the US have
grown from 250 (1985) to 5,000 (2008).5
Universities have high-density of early-stage
Startups in a well-structured environment.
We are in discussions with the University of
Calgary’s business school to pilot Paper in
January 2017.
Many incubators identify legal cost as a
major barrier to Startup success.
Incubators and accelerators have large
flows of early-stage Startups in structured
environments, making deployment easy.
We are in discussions with the University of
Waterloo’s Velocity Accelerator to pilot
Paper in fall 2016.
Law Firm Referral
University Partnerships
Incubators and
Accelerators
Teams of any size can use Paper for free, for as long as they want.
Super-low barrier to
entry. The market
provides high-barriers
to exit.
We have designed
scalable, organic
marketing channels to
bring our customer
acquisition costs (CAC)
down.
11. The Vision: Platform
From eShares to IronClad, the user-direct legaltech
market is growing rapidly. Rather than try to
develop niche functionality, we intend to design
Paper as a platform application so that third-
parties can implement their functionality via a
Paper Store.
We also view a later opportunity for integration
with related services such as banking, fintech and
traditional law firms to provide complementary
functionality.
By designing Paper as a platform hub for Startup
legal, we will leverage the network effect for
defensible technology. Paper can then aggregate
legal-tech spend in the segment. This will also
allow Paper to deliver specialized functionality to
Startups as they grow and require advanced legal
services (ex. complex capital structures, IP
management, etc.).
Network Revenue and Defensible Technology
12. Timeline
The
app
is
built
and
we
have
strong
user
demand.
We
need
to
refine
and
scale.
Adrian tests market for pre-
incorporation founders
agreements to early-stage
Startups.
Agreement signed with Dentons
Canada LLP for the review of in-app
Pre-Incorporation Founders
Agreement and related documents.
13. Why Now?
The current model of alternative consumer and
business legal was established in the late 1990s and
has not been significantly disrupted or modified
since.
Like early human resources Startups (Monster,
Workopolis, etc.), the old model of legal-tech is ripe
for disruption. DIY document generators such as
Rocket Lawyer and lawyer marketplaces like
UpCounsel are low-innovation platforms that do not
solve major friction users have with legal. They simply
replicate traditional models of legal services online.
Rather than join the herds of legal-tech Startups
moving into these categories, we are going against
the trend by combining smart technology with
strong legal content to deliver a remarkable legal
experience to entrepreneurs.
With well capitalized players in the legal-tech space,
we are organizing significant resources to ensure we
enter with high-velocity and defensible technology.
No one is over here, just us.
14. Early Financial Projection
Quick Break Even
With a lean team and low cap-ex, we anticipate being
cash flow positive at 30,000 total pre-incorporation users
by monetizing our current app build (pre-incorporation
module). With no competition in the pre-incorporation
space, we are confident that we can reach this volume by
Q2 2017. Once we turn on dynamic corporate
functionality, we can enter a higher value market space
and comfortably charge $100+ monthly subscriptions.
MMR Calculations
The blue, orange and grey angled paths plot monthly
recurring revenue (MMR) based on an assumption of 3%
conversion* of total users to paid users multiplied by the
“MMR Rate”. Each “MMR Rate” includes the hypothetical
monthly user price ($8, $14, $100) plus $3.33 per month.
$3.33 is Paper’s monthly pro-rated gross revenue for each
one hour of in-app lawyer time purchased per year.
Scalable Pre-Incorporation Module
The pre-incorporation module is scalable to any
jurisdiction where English is accepted as a contract
language. This will allow us to aggressively take market
share and generate a broad revenue base.
*3% is widely considered to be the average conversion rate for B2B
SaaS applications.
$0.00
$50,000.00
$100,000.00
$150,000.00
$200,000.00
$250,000.00
$300,000.00
$350,000.00
0 20000 40000 60000 80000 100000 120000MMR
(Gross)
Total
Users
(Assume
3%
Conversion
to
Paid
Users)
MMR
Models
vs
Monthly
Burn
Model
(USD)
MMR
($8) MMR
($14) MMR
($100)
-‐ Not
Yet
Built Monthly
Burn
Strong revenue turns on
once we have dynamic
corporate functionality
built out.
The functionality for
these revenue
sources is now
complete or will be
complete by end of
September 2016.
These are hypothetical monthly prices. We
will test pricing during private beta.
15. A Great Team
Mark Tinana, B. Eng* (Front End/UX)
7 years of project management experience in contract
manufacturing and supply chain.
Shane Fast, B. Eng* (DB Engineering)
Developed a personal Bitcoin farm that generated $330 MRP.
Charles Bird, B. Eng*** (Business)
Been in business longer than Andrew has been alive.
Andrew Dravucz, B. Eng* (App Engineer)
Developed an Apache Spark engine that made millions of
calculations per day.
Kyle MacInnis, B. Eng* (Tech Lead)
Nearly a decade experience in app and game development.
Adrian Camara, JD*** (Business)
Graduated in top ten percent of class at Western Law. Former
McCarthy Tétrault LLP.
Andre Garber, JD* (Strategic Advisor)
Director of Startup Programs, Dentons Canada LLP. Advisor to NextLaw
Labs (growth-stage legaltech venture fund)
* Indicates the number of prior businesses founded.
Names listed left to right in photo.
16. Seed Financing: September 2016
After 3 months of self-funded
development, we are looking to raise
$100,000 CAD to fund 10 months of run.
$45k is already committed.
1. Costs related to the pilot launch of the
pre-incorporation component of Paper
at the University of Calgary and
University of Waterloo.
2. Development of the Incorporation and
Basic Incorporation functionality, with
intention to pilot in Q1 2017.
Rolling Convertible
SAFE Note Raise
Use of Proceeds
We anticipate generating revenue in early
fall 2016 via the In-App Lawyer functionality
and a $8/m optional subscription that will
be available in the pre-incorporation
functionality of Paper. For every lawyer hour
billed, Paper takes a 20% gross commission
or approximately $50 per hour billed via
Paper. At 10 hours per day billed, that is
$500 per day, $15,000 monthly.
Due to the competitive per unit cost of In-
App Lawyer advice, we expect to a
reasonable usage rate to start.
Revenue Generation
1. Investment amount equals the Note’s
principal value.
2. 20% Discount Rate
3. $5 million cap on conversion.
4. $2,500 minimum.
Terms of the SAFE
Note
Lean Team
Proceeds will fund founder salaries of
approximately $2,000 to $2,500 per month
and necessary business costs. We expect to
have no office space payments, cell phone
bills, or server costs.
Contact: adrian@get-paper.com
17. IS PAPER LEGAL OR OTHERWISE COMPLIANT WITH REGULATIONS PROHIBITING THE PRACTICE OF LAW BY NON-LAWYERS IN THE US AND ELSEWHERE?
Yes. Paper occupies the same regulatory space as LegalZoom, Clerky and RocketLawyer: it provides “legal product” rather than “legal services”. The delivery of legal services
is generally the exclusive monopoly of lawyers qualified in a jurisdiction. However, “legal product” captures self-help providers, including Paper.
HOW IS PAPER DEVELOPING THE LEGAL CONTENT?
We are working with Dentons Canada LLP and intend to work with Dentons US LLP to develop the legal content. Presently, the pre-incorporation segment of Paper is
complete. For this piece, we developed the content in-house and have contracted Dentons Canada LLP to review it. We are developing a trajectory of legal content that a
Startup would need to satisfy its major corporate, governance and financing milestones through to a major financial event (financings, acquisition, etc.) in order to
rationalize the tech build with the legal dynamics.
HOW DO USERS ACCESS NON-STANDARDIZED LEGAL CONTENT (EX., PRIVATE CONTRACTS)?
We are working to finalize certain definitive agreements with Caravel Law Professional Corporation to make their “virtual” lawyers accessible via in-app video chat (Twilio)
for legal advice or to develop custom legal content for users. We will take a 20% commission from these transactions.
IS PAPER SCALABLE?
Yes. Like Stripe, Uber and other infrastructure-level technologies, we have to expend resources in order to develop processes compliant with local practices. Our biggest
bottleneck will be to develop processes to efficiently incorporate Startups. Fortunately, in the US most Startups incorporate as Delaware entities. It is also increasingly
becoming common for foreign companies to form as Delaware entities to access the US market and financial infrastructure. Although these are bottlenecks, they are
barriers that can be overcomer in structured and efficient ways in order to unlock new markets.
IF YOU ARE CANADIAN BASED, WHY ARE YOU LOOKING AT THE US AND GLOBAL MARKETS?
Paper is a scalable business model. Canada is our sandbox to refine our product and processes. Once we get this down, we intend to scale into new markets.
If you have other questions, please email or call Adrian Camara: adrian@get-paper.com or +01 (403) 461 5844.
Common Questions
18. ENDNOTES
1. The total number of new “business establishments” in the United States in 2015 was 679,072 according to the United States Department of Labor’s Bureau of Labour
Statistics in its Business Employment Dynamics dataset (available here: http://www.bls.gov/bdm/entrepreneurship/bdm_chart1.htm).
2. The chart at page 6 herein titled Percentage of New US “Startups” Formed Annually (the “Chart”) displays that 47 percent of new US businesses are “Startups”. As the
term “Startup” has no scientific meaning, it is often loosely used to define new businesses developing innovative products or services with scalable business models.
The term “Startup” as used hereto adopts the definition set-forth in the Global Entrepreneurship Monitor (“GEM”) - Adult Population Survey Measures, 2015 for the
“New Product early-stage Entrepreneurial Activity” measurement: new entrepreneurs who identify their product or service as new to at least some customers.
According to GEM, 47% of new US entrepreneurs surveyed identified their “product or service as new to at least some customers”. We have applied this figure of 47%
to the number of new business establishments in the US as referenced in Endnote #1 to calculate the figure of 319,164 as represented in the Chart.
3. According to the report “The Legal Needs of Small Business: A Research Study Conducted by Decision Analyst Commissioned by LegalShield”, the average small
business in the U.S. spends an average of $7,600 annually on legal expenses and 20% indicate that they spend $10,000 or more annually (available here:
https://business.legalshield.com/sites/default/files/reports/legal-needs-of-small-business_0.pdf). In order to reach our annual market-size for Startup legal spend, we
multiplied the rate of new US Startups by $7,600 to reach the number $2.4 billion. Legal spend from certain regions may distort the estimated rate of legal spend. For
example, in a report published by AttorneyFee.com titled “Silicon Valley’s Legal Eagles”, the average legal bill for a pre-series A Startup in Silicon Valley was $23,000
(available here: http://visual.ly/silicon-valleys-legal-eagles).
4. The US legal market is worth $437 billion annually according to a report titled “How Big is the U.S. Legal Services Market?” published by Thomson Reuter’s Legal
Executive Institute (available here: http://legalexecutiveinstitute.com/the-size-of-the-us-legal-market-shrinking-piece-of-a-bigger-pie-an-lei-graphic/).
5. According to the Ewing Marion Kauffman Foundation’s ”Entrepreneurship in American Higher Education” report (available here:
http://www.kauffman.org/~/media/kauffman_org/research%20reports%20and%20covers/2008/07/entrep_high_ed_report.pdf).
19. LEGAL DISCLAIMER
This document provides a description of Paper Interactive, Inc. (“Paper” or the “Company”) and its business. Prospective investors are encouraged to obtain independent
legal advice concerning any investment in securities of Paper and should not base their decision on whether to invest in Paper solely upon the material provided herein.
There are no representations or warranties made herein by Paper or the agents, if any, of the proposed offering of any securities or debt instruments in the Company (the
“Agents”) and investors will only be able to rely on the representations and warranties contained in the subscription agreement to be entered into at the time of sale of
the securities. There are certain risks inherent in an investment in the securities of Paper that prospective investors should carefully consider before investing in the
securities of the Company. This document constitutes an offering of the securities described herein only in those jurisdictions and to those persons where and to whom
they may be lawfully offered for sale, and only by persons permitted to sell these securities. This document is not, and under no circumstances is it to be construed as an
advertisement or a public offering of these securities. This document is personal to each offeree and does not constitute an offer to any other person or to the public
generally to subscribe for or otherwise acquire any of the securities referred to herein. No securities regulatory authority or similar authority has reviewed or in any way
passed upon the presentation or the merits of these securities and any representation to the contrary is an offence. This document has been prepared for information
purposes only in order to assist prospective investors in evaluating an investment in Paper. No representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Agents as to the accuracy or completeness of the information contained herein or any other information, representation,
warranty or undertaking, express or implied, made by Paper in connection with the offering of securities described herein.
FORWARD-LOOKING INFORMATION
This corporate document contains statements that, to the extent that they are not historical fact, may constitute “forward-looking statements” within the meaning of
applicable securities legislation. Any statements regarding future plans, objectives or economic performance of Paper, or the assumption underlying any of the foregoing,
constitute forward-looking information. This corporate document may use words such as “may”, “would”, “could”, “will”, “likely”, “except”, “anticipate”, “believe”, “intend”,
“plan”, “forecast”, “project”, “estimate”, “outlook”, and other similar expressions to identify forward-looking statements. Actual results, performance or achievement could
differ materially from that expressed in, or implied by; any forward-looking statements in this corporate document, and, accordingly, investors should not place undue
reliance on any such forward-looking statements. Forward-looking information involves significant risks, assumptions, uncertainties and other factors that may cause
actual future results or anticipated events to differ materially from those expressed or implied in any forward-looking statements and accordingly, should not be read as
guarantees of future performance or results. Any forward-looking statements speak only as of the date on which such statement is made and each of Paper and the
Agents disclaims any intention or obligation to update or revise any forward-looking information, where as a result of new information, future events or otherwise, unless
required by applicable law. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the
impact of each such factor on Paper's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.