Terms of the Pledge
Draft. Not yet reviewed by counsel.
1. What this is
The EdLed Pledge is a public statement a company (the "Signer") makes to schools, districts, families, and the public. EdLed publishes the pledge and the list of Signers. EdLed is not a party to any Signer's pledge, does not verify a Signer's statements, and makes no representation about any Signer. Each Signer is responsible for the truth of its own statements.
2. Two lists
No VC. Run by an educator. The Signer represents that no Venture Capital Fund holds any ownership interest in it, that no investor holds a Control Right, and that its Chief Executive is an Educator. It promises these will stay true while it is on the list.
Run by an educator. Took VC. Taking no more. The Signer represents that its Chief Executive is an Educator, discloses the Venture Capital Funds that hold an interest in it and the Control Rights they hold, and promises to raise no new money from a Venture Capital Fund while it is on the list. A Signer joins this list with the written support of two Signers already on the first list.
3. Disclosure
Every Signer publishes, at a stable address on its own website, who owns it by category (founders, employees, individual investors, family offices, venture funds, grants, other) and the Control Rights any investor holds, and updates that page within thirty days of any change. Every Signer answers truthfully any question from a school, district, or family about who owns and who controls it.
4. Our part, your part
Signers keep these promises for as long as they can. Schools and districts make that possible by asking who owns the software they buy and by choosing companies that answer. EdLed publishes a one-line procurement question any district may adopt: "Who owns your company, and what rights do your investors hold?"
5. Leaving the list, honestly
A Signer may withdraw at any time, with or without a reason. If a representation stops being true, including because the Signer accepts venture investment or is acquired, the Signer notifies EdLed within thirty days and is removed; EdLed publishes the removal and the Signer's stated reason. A Signer on the first list that accepts venture investment while still run by an Educator may move to the second list under Section 2. If EdLed receives credible information that a Signer's statements are untrue, it notifies the Signer, allows fourteen days to respond, and may then remove the Signer and publish the basis. Telling the truth about leaving is part of the pledge. Leaving is not a breach; silence is.
6. Definitions
Venture Capital Fund: any entity, however named, that invests capital pooled from third parties to realize a financial return by selling or redeeming its interest, including venture capital, growth equity, private equity, corporate venture arms, and funds described as impact funds. An entity that invests on the same terms available to an individual and holds no Control Right is not a Venture Capital Fund for these purposes, if disclosed under Section 3.
Control Right: a board or observer seat held by or for an investor; a consent, approval, or veto right over any company decision; a drag-along or forced-sale right; a redemption or put right; a liquidation preference above one times the amount invested, or any participating preference; a cumulative dividend; a price-based anti-dilution ratchet; or a contractual right to replace the Chief Executive. Ordinary shareholder rights under the law of the Signer's state, information rights, and pro rata rights are not Control Rights.
Educator: a natural person with at least five years of full-time employment as a classroom teacher, school or district administrator, or faculty member or academic administrator at an accredited college or university. Work at a tutoring business, education technology company, publisher, or consultancy does not count toward the five years.
Chief Executive: the natural person with day-to-day authority over the Signer's operations, product, and people, whatever the title.
7. Signature and reaffirmation
The Chief Executive signs on behalf of the Signer and reaffirms in writing each year on the anniversary. A Signer that does not reaffirm within sixty days is listed as lapsed until it does.
8. No warranty, no offer
EdLed publishes Signers' statements as made and disclaims all liability arising from any Signer's statements or conduct. Nothing here creates a partnership, agency, or fiduciary relationship between EdLed and any Signer or among Signers. The pledge is not an offer to sell or a solicitation to buy any security and is not investment advice.
9. Changes and law
EdLed may amend these Terms on sixty days' public notice; a Signer that does not accept an amendment may withdraw before it takes effect. These Terms are governed by the law of the State of New York.