YC's Safe annotated by lawyers, founders, and investors on Casetext(casetext.com)
casetext.com
YC's Safe annotated by lawyers, founders, and investors on Casetext
https://casetext.com/contract/simple-agreement-for-future-equity
8 comments
Thanks for the heads up. For what it's worth, it appears that it was a problem with the version of AngularJS we were using (1.2.3). When we next push updates to the site and upgrade Angular, this problem should be fixed.
Jacob,
You should consider posting the "Safe Primer" for annotation too. Also, it may be helpful to add a notation stating which version of the Safe is being annotated (i.e., "Safe: Cap, no Discount").
You should consider posting the "Safe Primer" for annotation too. Also, it may be helpful to add a notation stating which version of the Safe is being annotated (i.e., "Safe: Cap, no Discount").
The ui of this is totally broken on mobile safari.
Yikes. Would you mind sending a screenshot of what you're seeing to jake (at) casetext.com?
I'm the CEO of Casetext -- we'd also like to use this opportunity to get feedback on our new annotations interface.
I wasn't familiar with the old interface; this is the first I've seen.
My main feedback is that lots of the animation is distracting rather than helpful:
• A comment I want to click to expand, moves away as soon as I move to it. (Stable click targets are important!)
• The 'Add tag' control flies around from place to place (displacing the comment I want to see)... but there's no real benefit to thinking of it as "one button that moves" rather than "a per-paragraph button that appears when needed". So the animation is sending attention-grabbing meaning that is unhelpful noise.
• Unclear why "1 more" appears when there's still plenty of space to include the comment author details; also a bit disorienting that clicking either the described comment, or the "n more", expands both. (That might be a good choice, when there's space, but the hinting – including the hover-highlighting – is all suggestive that a click applies to the single comment or 'more' targeted.)
* Don't like having to find and click 'close' after each expansion before being able to see all other annotations again. (I get why you might want it on busy pages, but here it's just more tiny-click-targets and modes to wrestle with before moving to next annotation.)
• The shifting of the entire text sideways on each annotation expand/close is very visually distracting. It'd be better to just keep the main column in the leftmost position all the time.
• It's disorienting for the 1st click on a name to expand a comment, but then the second click (on the same-styled name) to open another webpage (rather than collapse).
My main feedback is that lots of the animation is distracting rather than helpful:
• A comment I want to click to expand, moves away as soon as I move to it. (Stable click targets are important!)
• The 'Add tag' control flies around from place to place (displacing the comment I want to see)... but there's no real benefit to thinking of it as "one button that moves" rather than "a per-paragraph button that appears when needed". So the animation is sending attention-grabbing meaning that is unhelpful noise.
• Unclear why "1 more" appears when there's still plenty of space to include the comment author details; also a bit disorienting that clicking either the described comment, or the "n more", expands both. (That might be a good choice, when there's space, but the hinting – including the hover-highlighting – is all suggestive that a click applies to the single comment or 'more' targeted.)
* Don't like having to find and click 'close' after each expansion before being able to see all other annotations again. (I get why you might want it on busy pages, but here it's just more tiny-click-targets and modes to wrestle with before moving to next annotation.)
• The shifting of the entire text sideways on each annotation expand/close is very visually distracting. It'd be better to just keep the main column in the leftmost position all the time.
• It's disorienting for the 1st click on a name to expand a comment, but then the second click (on the same-styled name) to open another webpage (rather than collapse).
This is awesome -- thank you for taking the time to write out this thoughtful feedback.
We just removed some of the animations, specifically the stuff zooming up and down the right-hand column.
We'll work through some of these other thoughts as well. For what it's worth, you should be able to click the text to close the annotation mode, and soon you'll be able to hit esc to close it.
One funny thing about the original design, where the text was all the way on the left, was that quite a few people complained that the text should be default in the middle. We're learning quickly that there will always be some trade-offs.
We just removed some of the animations, specifically the stuff zooming up and down the right-hand column.
We'll work through some of these other thoughts as well. For what it's worth, you should be able to click the text to close the annotation mode, and soon you'll be able to hit esc to close it.
One funny thing about the original design, where the text was all the way on the left, was that quite a few people complained that the text should be default in the middle. We're learning quickly that there will always be some trade-offs.
Hey jake, great job. I personally prefer left-justfied for this type of document (vs a blog, per se). Just my opinion, you might want to a/b test it.
" It's disorienting for the 1st click on a name to expand a comment, but then the second click (on the same-styled name) to open another webpage (rather than collapse)."
Ditto.
Ditto.
I hate the way the annotations move around on the right. Mousing over a paragraph makes the current label disappear, and a new label with some extra info slides in from the top of the page. It's incredibly distracting.
Agreed. They should stay put, not run away when I try to click one, and then I have to stop to think about what the text of the thing I was trying to click was, then find where it moved to.
Thanks for the feedback -- this is definitely something we can fix quickly.
I suggest actions don't up and down but instead just quickly fade in/out next to each para as you mouse over. Would be better to make them more subtle to make them less distracting, then you could reveal the whole thing when user hovers the right side.
I'd look at medium (their "add comment" and "add photo" ctas) - they are clear and not distracting.
Another thing that distracted me other than the animation was how "add tag" got in the way of the annotation link. I'd aim my mouse at the annotation link and the link would move before I click on it. It should stay put.
Would also be great being able to close annotations by clicking outside.
I'd look at medium (their "add comment" and "add photo" ctas) - they are clear and not distracting.
Another thing that distracted me other than the animation was how "add tag" got in the way of the annotation link. I'd aim my mouse at the annotation link and the link would move before I click on it. It should stay put.
Would also be great being able to close annotations by clicking outside.
Thanks for these thoughts. Just pushed some changes that may fix things (i.e., the "Add Tag" button doesn't appear about the person's name anymore). They don't fade in/out yet, although that's something we can do.
You can actually close the annotations by clicking on the text. We'll be making it possible to close based on clicking anywhere outside or by hitting escape soon.
You can actually close the annotations by clicking on the text. We'll be making it possible to close based on clicking anywhere outside or by hitting escape soon.
What do people think about the changes we just pushed? Do they address these issues, or is it still distracting?
Much better, the biggest remaining problem is that all annotations disappear when the "add annotation" button is clicked for one paragraph.. Then when you scroll away, you'd think there are no annotations at all!
Personally I much prefer the Rap Genius model of highlighting the actual text being commented on and opening it up by clicking on said highlighted text.
I used to build paperless case management systems for attorneys (I sold that company several years ago now)and I think my clients would have loved to have anything close to this, but I still believe the Rap Genius model is highly superior for ease of use/quality of understanding exactly which parts of a document are being talked about.
Just my $.02
I used to build paperless case management systems for attorneys (I sold that company several years ago now)and I think my clients would have loved to have anything close to this, but I still believe the Rap Genius model is highly superior for ease of use/quality of understanding exactly which parts of a document are being talked about.
Just my $.02
Think it's a great idea. The UX for showing the notes could do with some work though. I opened the first tag and hadn't realised that this hid all of the other tags. Was wondering why there was only one on the entire document. Would be good if the tags at least were visible the whole time (in a gutter next to the comments). For reading I think it would make more sense if the comments just appeared when rolling over a tag.
As a reader, it would be incredibly more convenient if it just showed the things as margin notes (with a "read more" link if necessary to fit the space) instead of all this whooshy business with buttons flying around and the page scrolling over when you click to expand and so on. It's all very distracting.
I would have preferred a button to "show all annotations" -- inserting spaces in the text itself if necessary to have everything line up correctly. I found myself moving through each annotation even on sections I don't care about right now, because there's that possibility that annotation I skipped was "Hey this clause will totally get you in trouble with the SEC, the IRS, and the Attorney General ..." Would have been much faster if I could just skim the annotations as I read.
Nice product, btw. I would love to see the same analysis done on the "Class F shares" company formation documents:
http://www.startupcompanylawyer.com/2009/04/23/what-is-class...
Nice product, btw. I would love to see the same analysis done on the "Class F shares" company formation documents:
http://www.startupcompanylawyer.com/2009/04/23/what-is-class...
We've heard that feedback from a few other people as well, and are working towards implementing it. You're right that this would require us to put spaces between each of the paragraphs, so this likely shouldn't be the default view, but it is something that we can have as an option for readers.
Perhaps we'll add the Class F next :) Thanks for the suggestion.
Perhaps we'll add the Class F next :) Thanks for the suggestion.
I like this in principle, but I think you have two types of users you are trying to serve. There are people who want to annotate, so they need the "Add Tag" and "Add Annotation" items. I just want to read them like margin notes. I would rather not click into each one--particularly since there is enough space to show them all. Would be nice to reduce the complexity of reading a bit, even if it comes at the expense of making commenting a click or two away.
General comments:
-Only a fraction of cases have comments, but your search function pulls up all of them. It would be nice to filter for annotated cases.
-The home page should have some categories that people can browse through, instead of just showing recent comments. For example, it could show common use cases like IP agreements or freelancer contracts.
-Only a fraction of cases have comments, but your search function pulls up all of them. It would be nice to filter for annotated cases.
-The home page should have some categories that people can browse through, instead of just showing recent comments. For example, it could show common use cases like IP agreements or freelancer contracts.
Replace the scrolling "Add Tag / Add annotation" with something else. I wanted to read some annotations but every time I tried to click one this little guy would scoot under my cursor causing me to click the wrong link.
This should be fixed now. Thanks for the feedback.
There are a few things that I dont quite understand: what is the point of the yellow scrollbar on the left? If youre going to have it there, you should make it easy to scroll with (right now, when you click and hold it will scroll only as long as the mouse stays within the yellow box). Secondly, Jose said in his comment: "A tax attorney would be much more qualified to comment on this than I would, but it's worth pointing out the issue." It would be cool if a tax attourney could reply to his comment to clear up what he was unsure about.
The yellow scroll bar (the "heatmap") is actually meant as a way of showing the most important parts of a document, and is meant primarily for other document types that we have on the site, for example, judicial opinions (see, e.g., https://www.casetext.com/case/ashcroft-v-iqbal-4). We need to do a better job of explaining what it is, making it more useful across all document types (e.g., by showing where all the annotations are in the document so you can quickly jump to them), and making scrolling easier.
I'll see if I can get a tax attorney to respond to Jose's comment. If any tax attorneys are reading this -- jump on in!
I'll see if I can get a tax attorney to respond to Jose's comment. If any tax attorneys are reading this -- jump on in!
I prefer the way rapgenius does annotations on the actual characters that the person is talking about.
Casetext seems to do it on the right hand side instead, which meaks it slightly unclear exactly what part is annotated.
Casetext seems to do it on the right hand side instead, which meaks it slightly unclear exactly what part is annotated.
This is something we'll be adding very soon. Although one thing we want to avoid is having the actual text one is reading cluttered by highlighting. The overall look and feel we may end up adopting is a lot like Medium, where you can mouse-over the annotation and the selected text they're discussing is highlighted.
In most if not all the annotations on this doc I'm experiencing a bug where annotations are displaying with each paragraph being duplicated (screenshot: http://cl.ly/image/1f013G353E3T)
Are you in Safari by any chance? I just heard someone else was experiencing this in the most recent version of Safari. We'll have to see what's up with it.
On mobile (KitKat, Chrome) the actual annotations obscured the text, and I couldn't figure out how to actually see them. It was easy to scroll through the unannotated bits though.
Thanks for the heads up. We definitely designed primarily for desktop use (where most people probably read legal docs), but definitely should do something for mobile as well. For the time being, we may just hide the annotations on small screens so it doesn't obscure the reading process (and then come up with a more elegant solution later).
My educated guess is that, broadly speaking, there are three classes of people reading something on Casetext: (1) the people raising, (2) investors, and (3) the attorneys advising them. Let's assume for now that all three groups roughly are familiar with the usual parameters of a convertible note.
I would fall into bucket (1), but right now it seems optimized for (3). As an entrepreneur, I'm primarily interested in seeing what other people have to say about the document, especially folks in (2) and (3). I want to know where and how it differs from a usual note, to whom those difference matters, and why it matters. I expect the bulk of the comments to be coming from investors and attorneys since they see so many more documents like this on a weekly basis than entrepreneurs, which means I want to see what they have to say.
As I was using the site, I noticed myself doing a few things. First, I was primarily looking to see where other people commented and what they had to say. Second, whenever I saw someone had made a comment, I'd stop and read — especially if it was someone I knew. Third, when I was done reading the comments, I'd want to scroll to the next one.
The overall experience for someone who wants to do these things is a little frustrating. For example, when I expand a comment section all the other sections disappear until I close it again. This tripped me up at least 3-4 times, where I'd start scrolling, realize everything else was hidden, scroll back up, and hit close. Think about it: if there aren't any other "expand section" links when I expand my first section then there's no way for me to know the difference between a paragraph with no comments and a paragraph with comments but where the "expand section" link is hidden. Indeed, in that scenario I don't even know the latter exists! What's worse, if the comment section is particularly long, like the very first comment section in this document, I'll be dumped into some random place in the document when I hit close and suddenly see before me a bunch of "expand comment" buttons. The first thing I do? Scroll all the way back up to the top to find the first one after the comments I just finished reading.
I can think of several small tweaks that might aid this. First, put little marks in the scrollbar on the left indicating where the comment section is. Second, if someone scrolls past a paragraph while a comment section is open, automatically close the other section. Third, try to find some way to allow the "expanding" behavior without hiding the other "expand section" link. I realize this is a little tricky since in theory the comment section could take up more vertical space than the paragraph it's commenting on, so the obvious solutions would require the comment sections to overlap, add space between the paragraphs in the document, or insert a scroll bar inside the section. Fourth, allow some kind of "next/previous section" navigation, using either a pair of buttons/links somewhere on the page or a keyboard shortcut, e.g., left/right arrow.
Anyhow, those are just my off-the-cuff remarks! I think the product is really neat and I wish I had annotations like this for contracts where these concerns had to be spelled out to me over time by many parties.
I would fall into bucket (1), but right now it seems optimized for (3). As an entrepreneur, I'm primarily interested in seeing what other people have to say about the document, especially folks in (2) and (3). I want to know where and how it differs from a usual note, to whom those difference matters, and why it matters. I expect the bulk of the comments to be coming from investors and attorneys since they see so many more documents like this on a weekly basis than entrepreneurs, which means I want to see what they have to say.
As I was using the site, I noticed myself doing a few things. First, I was primarily looking to see where other people commented and what they had to say. Second, whenever I saw someone had made a comment, I'd stop and read — especially if it was someone I knew. Third, when I was done reading the comments, I'd want to scroll to the next one.
The overall experience for someone who wants to do these things is a little frustrating. For example, when I expand a comment section all the other sections disappear until I close it again. This tripped me up at least 3-4 times, where I'd start scrolling, realize everything else was hidden, scroll back up, and hit close. Think about it: if there aren't any other "expand section" links when I expand my first section then there's no way for me to know the difference between a paragraph with no comments and a paragraph with comments but where the "expand section" link is hidden. Indeed, in that scenario I don't even know the latter exists! What's worse, if the comment section is particularly long, like the very first comment section in this document, I'll be dumped into some random place in the document when I hit close and suddenly see before me a bunch of "expand comment" buttons. The first thing I do? Scroll all the way back up to the top to find the first one after the comments I just finished reading.
I can think of several small tweaks that might aid this. First, put little marks in the scrollbar on the left indicating where the comment section is. Second, if someone scrolls past a paragraph while a comment section is open, automatically close the other section. Third, try to find some way to allow the "expanding" behavior without hiding the other "expand section" link. I realize this is a little tricky since in theory the comment section could take up more vertical space than the paragraph it's commenting on, so the obvious solutions would require the comment sections to overlap, add space between the paragraphs in the document, or insert a scroll bar inside the section. Fourth, allow some kind of "next/previous section" navigation, using either a pair of buttons/links somewhere on the page or a keyboard shortcut, e.g., left/right arrow.
Anyhow, those are just my off-the-cuff remarks! I think the product is really neat and I wish I had annotations like this for contracts where these concerns had to be spelled out to me over time by many parties.
Thanks for taking the time to write this up -- it's extremely helpful. We're almost certainly going to implement at least a few of your tweaks. I really like the idea of adding marks in the scrollbar to the left; indeed, that's a major purpose of the left-side scrollbar.
The hard part is deciding how things should behave while one is in the expanded view. We're working on it.
The hard part is deciding how things should behave while one is in the expanded view. We're working on it.
I like it, but it would be more useful to skim the annotations if you displayed a title, or perhaps the first few words of the body text rather than the name of the annotator.
This is absolutely something we can do. We'll try this out later today and see how it looks.
I would highlight the relevant paragraph when you expand an annotation. That's very solid. (Sticking with angular?)
So YCVC notes/SAFE are capped now? I thought they were uncapped? IIRC they were in the Start Fund days.
I'm not sure about the YCVC notes in particular, but if I had to guess, they are probably uncapped with a so-called "Most Favored Nation" clause that gives the YCVC safe-holders the benefit of the founders' most favorable (to the investor) terms.
The example of the safe we posted is specifically one with a valuation cap and no discount. But there are different options available, all available on YC's site: http://ycombinator.com/safe/
The example of the safe we posted is specifically one with a valuation cap and no discount. But there are different options available, all available on YC's site: http://ycombinator.com/safe/
The YCVC safe is uncapped.
Optionally
One second everyone, someone's DOSing us... we'll be up again shortly.
"Pro Rata Rights mean that the investor will be able to maintain his or her percentage in subsequent financing rounds by investing additional capital."
Actually appears in the DOM as:
"Pro Rata Rights mean that the investor will be able to maintain his or her percentage in subsequent financing rounds by investing additional capital.Pro Rata Rights mean that the investor will be able to maintain his or her percentage in subsequent financing rounds by investing additional capital."
Note the repeat, without any spacing, following the first .
Even more oddly, this pattern seems to occur for each paragraph of the original, so:
" Paragraph 1 blah blah blah. Blah blah blah blah.
Paragraph 2 blah blah blah. Wat. " shows up as: " Paragraph 1 blah blah blah. Blah blah blah blah.Paragraph 1 blah blah blah. Blah blah blah blah.
Paragraph 2 blah blah blah. Wat.Paragraph 2 blah blah blah. Wat. "