Educational Tool Only: VentureCounsel.AI is NOT a law firm and does NOT provide legal advice. No attorney-client relationship or privilege is created. AI output may contain errors or hallucinations. See full disclaimers.
VentureCounsel.AI helps you understand venture contracts, identify potential issues, and prepare for conversations with legal counsel—an educational tool to help you ask better questions.
Requires ChatGPT Plus · No credit card for trial
It explains concepts, summarizes documents, and tells you what's "standard"—but it doesn't do the work.
"This ROFR clause is pretty standard for Series A deals..."
↑ Doesn't help you fix anything
"You might want to consider negotiating the valuation cap..."
↑ What cap? Why? Compared to what?
"Let me explain how anti-dilution provisions work..."
↑ You need the clause, not a lecture
What you actually need:
"Your ROFR is missing the Major Investor threshold. Series A leads holding >10% expect this. Insert it in Section 4.1(a) before the Excluded Securities carve-out. Here's the exact language..."
Trained on real deal patterns, not generic legal concepts
*All output requires verification. Not legal advice.
For review with counsel*
Questions to ask your lawyer*
Require attorney review*
Needs verification*
*All output is for educational purposes only. AI may produce inaccurate information. Always verify with licensed counsel.
Sample outputs showing how the tool works
These examples are for illustration only. All output requires independent verification and professional review before use.
Scenario: Reviewing a SAFE from an angel investor
Illustrative Output (for discussion with counsel):
Potential Issue: Missing pro-rata rights. This SAFE may convert without giving you a seat at the next raise.
Market Context: Angels writing $50K+ may expect pro-rata for at least one follow-on round (verify with counsel).
Sample Language to Discuss: "Investor shall have the right to participate in the Company's next equity financing up to Investor's pro-rata share based on the conversion of this instrument."
This is illustrative only. Have your attorney review and verify before use.
Scenario: Drafting founder vesting terms
Illustrative Output (for discussion with counsel):
Common Structure: 4-year vest, 1-year cliff, monthly thereafter (verify if appropriate for your situation).
Potential Issue to Discuss: Consider asking your attorney about double-trigger acceleration for M&A scenarios.
Sample Language to Review with Counsel:
This is illustrative only. Vesting terms must be reviewed by qualified counsel.
Scenario: Negotiating a term sheet valuation cap
Illustrative Output (for discussion with counsel):
Your Situation: Pre-revenue, $2M cap proposed.
Context to Verify: Historical seed caps vary widely. Discuss with your attorney and advisors whether this is appropriate for your specific situation and market.
Questions to Ask Your Attorney:
Market data may be outdated or inaccurate. Verify all information with current sources and counsel.
Valuation caps, discount rates, pro-rata rights, MFN clauses
Liquidation preferences, board composition, protective provisions
Equity splits, vesting schedules, IP assignment, departure scenarios
Code assignments, open-source issues, residual rights, carve-outs
ROFR, information rights, drag-along, registration rights
SaaS agreements, partnership deals, services contracts, NDAs
Understand deal terms, identify questions to ask, and come prepared when you meet with counsel.
Requires ChatGPT Plus ($20/mo) · Not a substitute for legal counsel
VentureCounsel.AI is an educational and informational tool only. It does NOT provide legal advice, does NOT create an attorney-client relationship, and its outputs may contain errors, hallucinations, or jurisdiction-inappropriate content. Never copy-paste output into real contracts without review by a licensed attorney. See full disclaimers below.
No, this is NOT legal advice. VentureCounsel.AI is an AI tool—not a law firm, not a lawyer, and not a substitute for one. Using this tool does NOT create an attorney-client relationship.
There is NO attorney-client privilege. Information you enter is processed by third-party AI systems and is NOT protected by privilege or confidentiality. Do not enter sensitive or privileged information expecting protection.
This tool is designed to help you prepare for conversations with licensed counsel—not replace them. For any real transaction, always consult a qualified attorney in your jurisdiction.
AI hallucinations are a known risk. Like all large language models, this tool may generate plausible-sounding but entirely fabricated information—including fake case citations, incorrect statutory references, and misstatements of law.
We do NOT validate citations against live legal databases. The tool does not have real-time access to Westlaw, LexisNexis, court reporters, or current statutes. Any case names, statute numbers, or legal citations must be independently verified.
You are solely responsible for verifying ALL information before relying on it.
Not without professional review. Any sample language, clause suggestions, or draft text is provided for educational and illustrative purposes only.
If you copy-paste AI-generated language into actual contracts without attorney review, you accept all associated risks, including but not limited to: errors, omissions, unenforceability, unintended legal consequences, and liability exposure.
The "reliance risk" does not disappear because of disclaimers—which is exactly why we strongly recommend always having a licensed attorney review any language before use in actual transactions.
There is NO technical jurisdiction gating. The tool cannot reliably distinguish between or isolate legal concepts from different jurisdictions (Delaware corporate law, California employment law, UK company law, EU regulations, etc.).
Output may inadvertently blend doctrine from multiple jurisdictions—for example, mixing Delaware corporate concepts with UK company law principles. This is an inherent limitation of general-purpose AI models.
You must independently confirm that any information, language, or guidance is applicable and current in YOUR specific jurisdiction. When in doubt, specify your jurisdiction clearly in your query and always verify with local counsel.
You assume all risk. By using this tool, you acknowledge that:
We disclaim all liability to the fullest extent permitted by law for any damages arising from your use of or reliance on this tool. This includes errors, hallucinations, jurisdiction issues, and any consequences of incorporating AI output into real contracts or business decisions.
No. You can describe your situation in plain English. However, remember that the output is for educational purposes—use it to better understand concepts and prepare questions for a real attorney, not as a substitute for professional advice.
VentureCounsel.AI uses custom prompting focused on venture deal patterns. However, like all AI tools, it has the same fundamental limitations: potential for hallucinations, no real-time legal database access, and inability to provide actual legal advice. Use it as an educational starting point, not a replacement for counsel.
Access requires ChatGPT Plus ($20/month). This tool is designed to help you prepare for discussions with attorneys—not replace legal counsel entirely. Budget for both AI tools and professional review for actual transactions.