Terms & Conditions for Company Funding, PJ Bank Account & 15% Equity
Version 2.2 • Binding Corporate Agreement & Executive Title (Art. 784, III CPC)
Binding Corporate Electronic Signature Notice
Submitting a company on the Voteseed platform constitutes a valid, binding electronic signature by legal representatives and founders as joint guarantors under the Startup Legal Framework, Art. 784, III of the Civil Procedure Code, and international digital contract standards.
🏦1. Mandatory Disbursement Exclusively to Corporate (PJ) Bank Account
• Absolute Prohibition of Individual Transfers: Under no circumstances will funding from Voteseed be transferred to an individual's personal bank account, including founders, partners, or directors.
• Strict Corporate Ownership & International Tax ID: All tranche disbursements will be strictly executed to the corporate checking account registered under the entity's official tax identifier: CNPJ (Brazil), EIN (USA), CIF/NIF (Spain), NIPC (Portugal), NIT (Colombia), NIF (Angola), NUIT (Mozambique), or official Country Tax ID.
2. 3-Tranche Capital Disbursement Model
Funding is strictly disbursed in 3 tranches of 1/3 (33.33% each), contingent upon community votes and verified accountability reports:
Kick-off & Validation
Released to the PJ Account after curation approval and winning a public voting round (Yes > No).
Traction & Metrics
Requires published accountability report with tax receipts, Ambassador verification, and 2nd public vote.
Scale & Consolidation
Requires 2nd tranche accountability report and 3rd public voting round to reach 100% funding.
3. Fixed 15% Equity Right (SAFE Social)
In exchange for community funding, institutional governance, and global platform visibility, Alfa Global Services / Voteseed holds an irrevocable right to a FIXED 15% (fifteen percent) equity stake in the company.
Progressive Tranche Consolidation:
- After 1st Tranche received: 5% option consolidated
- After 2nd Tranche received: 10% accumulated option consolidated
- After 3rd Tranche received: 15% final and definitive equity consolidated
♻️4. Social Reinvestment: New Projects & Platform Sustainability
Perpetual Virtuous Cycle Commitment:
All financial proceeds, dividends, profit distributions, and equity returns received by Voteseed from its 15% stake are EXCLUSIVELY and INTEGRALLY reinvested into:
- Funding New Projects: Perpetually replenishing the Single Community Fund to support future cohorts of startups voted by the people.
- Platform Sustainability: Maintaining cloud infrastructure, transparent voting security, third-party audits, and democratic expansion.
🛡️5. Strategic Legal Shields, Executive Title & Unilateral Injunctions
• Injunction & Unilateral Retention Rights: Voteseed reserves the unilateral right to freeze, retain, or cancel upcoming tranches in case of suspicion of fund misuse, inauthentic invoices, or internal founder litigation.
• Extrajudicial Executive Title (Art. 784, III CPC): This digital agreement constitutes an enforceable extrajudicial executive title, authorizing immediate judicial asset and bank account freezes without lengthy prior proceedings.
• Waiver of Benefit of Order & Joint Guaranty: Founders sign as primary joint debtors with express waiver of the benefit of order, allowing direct recovery against individual personal assets.
6. Anti-Bypass & Corporate Succession Protection
• Prohibition of Asset/IP Stripping: Founders are strictly prohibited from transferring, licensing, or diverting Intellectual Property (source code, patents, trademarks), client contracts, or revenue to sister companies, holdings, or third-party entities to bypass Voteseed's equity.
• Economic Group & Successor Extension: If founders incorporate any new entity, holding, or spin-off that operates the project's technology or business, Voteseed's 15% fixed equity automatically applies to the new corporate entity.
7. Complete Liability Shield for Voteseed
Alfa Global Services and Voteseed bear NO civil, labor, tax, environmental, or commercial liabilities for the startup's operations. Operational and tax management rests solely on the founders.
8. Full Audit Rights, 100% Tag-Along & 100% Penalty Fee
- Voteseed reserves the right to audit financial records, bank statements, and tax invoices upon 48h notice.
- 100% Tag-Along Right: If founders sell control of the company, Voteseed is entitled to sell its 15% stake under the exact same valuation and terms.
- Misappropriation of funds triggers immediate loan acceleration with monetary correction + 1% monthly interest and a 100% non-compensatory penalty fee.
9. Global Electronic Signature Enforceability (E-SIGN Act & eIDAS)
This agreement is executed electronically pursuant to the US Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.), the Uniform Electronic Transactions Act (UETA), Regulation (EU) No 910/2014 (eIDAS), and Brazilian Federal Provisional Measure No. 2.200-2/2001. All parties agree that electronic records, timestamp metadata, IP logs, and digital confirmations have full binding legal validity.
10. Anti-Corruption (FCPA / UK Bribery Act), AML & Sanctions
The company and founders warrant full compliance with the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, Brazilian Clean Company Act (Law 12.846/2013), and international AML protocols. The company covenants not to use Voteseed funds for any illicit payment or prohibited business practices.
11. Individual Dispute Resolution & Class Action Waiver
All controversies arising under this corporate agreement shall be settled individually and exclusively under the laws of the operational headquarters jurisdiction. To the extent permissible by law, the company and founders waive any right to initiate, join, or maintain class actions or collective lawsuits against Voteseed.