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venture capital term sheets 101

Venture Capital Term Sheets 101: Important Terms for Investors

venture capital term sheets 101

As an entrepreneur navigating the complex landscape of startup funding, encountering a term sheet is a significant milestone on the journey to securing venture capital investment. Term sheets serve as the blueprint for the terms and conditions of investment deals, outlining crucial details that shape the future relationship between investors and founders.

Understanding these documents is important for entrepreneurs, as they signify the height of rigorous negotiations and mark the beginning of a partnership that can profoundly influence the trajectory of a startup. In this blog post, we delve into the intricacies of venture capital term sheets, decoding common themes and key terms that every entrepreneur should understand. By familiarizing yourself with these essential components, you can approach investment discussions with confidence and strategy, ensuring that you’re well-prepared to seize opportunities and navigate the complexities of startup financing.

What is a term sheet?

A term sheet is a foundational document that outlines the key terms and conditions of a proposed investment deal between entrepreneurs and investors. Think of it as a preliminary agreement that serves as the basis for further negotiation and due diligence. While not legally binding in itself, a term sheet outlines the framework upon which the final investment agreement will be built. It covers a wide range of aspects, including valuation, investment amount, ownership stakes, governance rights, and potential exit strategies.

Essentially, the term sheet acts as a roadmap for both parties, guiding them through the complexities of structuring a mutually beneficial investment arrangement. Understanding the nuances of a term sheet is crucial for entrepreneurs, as it lays the groundwork for the partnership and sets the tone for future interactions with investors.

 

Key Ideas Found in Term Sheets

 

There are many ideas usually outlined in term sheets. Each term sheet is different and personalized for each individual investment. We’ve outlined the most common and need-to-know terms that will have your company flying through term sheets in no time. 

term sheet terms and vocab

Pre- and Post-money Valuation:

Before diving into the specifics of a term sheet, it’s essential to understand the concepts of pre-money and post-money valuation. Pre-money valuation refers to the value of a company before any investment is made, while post-money valuation includes the investment amount added to the pre-money valuation. Investors typically use these figures to determine their ownership stake in the company. As a startup founder, you should consider pre and post-money valuation because they directly impact the dilution of your ownership stake and the overall attractiveness of the investment deal.

Warrants & Dividends:

Warrants and dividends are additional components that investors may include in a term sheet to sweeten the deal or provide additional incentives. Warrants grant investors the option to purchase additional shares at a predetermined price within a specified timeframe, allowing them to capitalize on future growth. Dividends, on the other hand, entitle investors to a portion of the company’s profits. While warrants and dividends can enhance the attractiveness of an investment for investors, founders should carefully consider their implications on ownership dilution and future financial obligations.

Liquidation Preferences:

Liquidation preferences outline the order in which proceeds from a company’s sale or liquidation are distributed among shareholders. Investors often negotiate for preferences that prioritize the return of their investment capital before other shareholders receive payouts. While liquidation preferences provide downside protection for investors, founders should be mindful of their potential impact on the distribution of exit proceeds and the alignment of incentives between shareholders.

Option Pool:

An option pool is a reserve of shares set aside for future employee stock options and equity incentives. Investors may insist on the creation of an option pool as part of the investment terms to ensure that the company has adequate resources to attract and retain top talent. While option pools are essential for employee incentivization and talent acquisition, founders should carefully consider the size and allocation of the pool to avoid excessive dilution of existing shareholders.

Dilution & Anti-Dilution:

Dilution occurs when the issuance of new shares reduces the ownership percentage of existing shareholders. Investors may seek anti-dilution provisions in the term sheet to protect their ownership stake in the event of future equity financing rounds at lower valuations. While anti-dilution clauses safeguard investor interests, founders should be aware of their potential impact on the company’s flexibility in raising additional capital and the dilution of founder equity.

Addition of Board Members:

Investors often negotiate for the right to appoint board members or observers as a means of exerting influence and oversight on company operations. While having investor representation on the board can provide valuable expertise and strategic guidance, founders should carefully consider the implications for decision-making autonomy and corporate governance.

Investors include these key terms in term sheets to safeguard their investment, maximize returns, and align incentives with founders. As a startup founder, understanding these terms is crucial for negotiating favorable terms, preserving equity ownership, and ensuring the long-term success of your venture. By familiarizing yourself with these concepts, you can approach investment discussions with confidence and strategic insight, effectively positioning your startup for growth and success.

 

Benefits To Having a Term Sheet 

 

Securing a term sheet marks a significant milestone in the journey of raising venture capital for your startup. While negotiating and finalizing the terms of a term sheet can be an intense process, the benefits it offers to both entrepreneurs and investors are substantial. Here are several advantages of having a term sheet:

Clarity and Structure: A term sheet provides a clear framework for the terms and conditions of the investment deal, helping both parties understand their rights, obligations, and expectations. By outlining key provisions upfront, a term sheet establishes a structured approach to negotiations and facilitates smoother transactional processes.

Investor Commitment: Receiving a term sheet signals a strong commitment from investors to fund your startup. It demonstrates their confidence in your business model, team, and growth potential, paving the way for further due diligence and closing the investment round.

Time Efficiency: Negotiating and finalizing a term sheet streamlines the investment process by focusing discussions on critical terms and avoiding protracted negotiations on minor details. This efficiency saves time for both entrepreneurs and investors, enabling them to allocate resources more effectively to other aspects of their business operations.

Basis for Due Diligence: A term sheet serves as a foundation for conducting due diligence, allowing investors to assess the legal, financial, and operational aspects of your startup in greater detail. By providing a roadmap of the proposed transaction, a term sheet guides due diligence efforts and accelerates the overall investment timeline.

Investor Alignment: The negotiation of a term sheet provides an opportunity for entrepreneurs and investors to align their interests and expectations regarding the future direction of the company. By discussing key terms and strategic objectives upfront, both parties can ensure that their visions are aligned, fostering a stronger and more collaborative partnership.

Legal Protection: While not legally binding in itself, a term sheet can offer legal protection by documenting the preliminary agreement reached between the parties. It serves as evidence of the intent to enter into a formal investment agreement, mitigating the risk of misunderstandings or disputes during the later stages of the transaction.

Competitive Advantage: Securing a term sheet from reputable investors can enhance your startup’s credibility and appeal to other potential investors. It signals validation of your business model and differentiation in a competitive market, increasing your ability to attract additional funding and strategic partnerships.

 

Venture capital term sheets are indispensable tools that shape the dynamics of investment deals, offering clarity, structure, and alignment for both entrepreneurs and investors. Understanding the key terms and implications outlined in these documents is essential for startup founders to navigate the complexities of fundraising and secure favorable investment terms.

 As entrepreneurs embark on their journey to raise capital and grow their ventures, resources like StartUpNV provide invaluable support and guidance tailored to Nevada-based entrepreneurs and investors. By leveraging the expertise and resources available through startupnv.org, entrepreneurs can access a wealth of opportunities, mentorship, and networking connections to fuel their success in the vibrant startup ecosystem of Nevada. Other tools, like Investopedia or Y Combinator are great resources as well. 

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how to find a startup mentor

How To Find A Startup Mentor

Whether you are a seasoned entrepreneur or creating your first startup, connecting with a mentor can be one of the most impactful parts of your journey. The potential behind a solid mentor relationship is boundless. They can open doors to opportunities you never thought possible, lead to new connections, and be an incredible support system. While I hope I’ve already convinced you that mentorship is important, you may still be asking yourself questions like: I’m pretty sure I know what I’m doing, do I really need a mentor? Or, maybe I do need a mentor, but where/how do I find one? 

how to find a startup mentor

Why are mentors so important? 

Let’s be honest: you probably aren’t an expert in everything. Having range, also known as being a generalist, is a common quality of entrepreneurs. But it also means that your knowledge of each topic is a little bit limited. Cue the mentors! Leave behind your pride and find a mentor who is a true expert in marketing, business models, or pricing. Hit up that IP attorney or leverage a VC veteran to provide deep industry insight. 

Someone who has “been there, done that” will provide immense value to your own process of building a company. By utilizing the help of a mentor with a specific skill set, you’ll be able to take a deep dive into the specific problem you need to solve. Entrepreneurs like to talk about innovation, but some forget that the key to innovation is utilizing diverse perspectives. Sitting down with an expert who can provide a unique perspective from their own years-long journey is priceless. They will fill in the gaps between what you already know and what you need to know. 

How do I find a startup mentor? 

There are many places to look, so here’s a quick guide: 

  1. Try your local network. Start here first and reach out to someone you know, whether they are friends, family, or acquaintances. Maybe your friend works in a marketing firm, and you know they have a legal department. Ask to get connected with their corporate attorney! Getting a warm introduction to someone is a lot easier than a cold one, and you may get hands-on experiences with a mentor you’re already familiar with. 
  2. IncubateNV through StartUpNV. Our online incubator is hosted on a comprehensive platform with a free curriculum that leads you through the basics of starting and scaling your business. To support that process, we have a community of mentors available to you, which can be narrowed by industry. Available for free, IncubateNV’s online platform is targeted towards Nevada-based entrepreneurs, but open to anyone. Join here today: https://startupnv.org/startups/incubatenv/
  3. IncubateVegas. This 5-week bootcamp runs twice a year for Las Vegas locals. You will be part of a small group, led by a mentor who will meet with you weekly to support your group through the program. Being hands-on means putting in work – and that’s what this bootcamp is meant to do, with a tight curriculum and strong support system. Learn more here: https://startupnv.org/incubate-vegas/
  4. Online networking. While warm introductions yield higher results, there is still so much power in finding someone who fits the exact qualifications you’re looking for. Often used for job hunting or employee-finding, you can repurpose LinkedIn to scout for a mentor! It does help that mutual connections are visible, so perhaps use that to your advantage. Sort people by location, expertise, past jobs (someone who worked at the same company as you will be a good connection point), etc. 

How to set yourself up for success: 

  1. Identify your specific needs. Are you looking for general accountability, help around a specific subject matter, or some industry insight? Knowing the answer to this first will help you find the right mentor, and may even help you develop the right questions to ask once you get connected. 
  2. Cross reference your needs with a mentors’ expertise. If you’re able to, check out a mentors’ experience prior to reaching out to them. You can do this on the IncubateNV platform, where each mentor’s profile will display their expertise and bio. Maybe even search through their LinkedIn where you can review their previous jobs, industries, and interests. The main goal is to make an informed choice of which mentors you connect with. (Pro tip: Choosing a mentor with entrepreneurial experience can be especially helpful, as they’ll understand the unique circumstances of a startup founder.) 
  3. Think about your preferred mentoring style. Light communication may work for some while regularly scheduled meetings are better for others. It’s okay to have a one-time meeting, where you get the information you need and move on. Additionally, how hands-on do you want them in your mentoring sessions? Some mentors are willing to roll up their sleeves more than others, but what would be most beneficial to you? 
  4. Be diligent in your meetings. It’s up to you to lead the relationship. Make the first move, suggest a time and date, and be on time! “Come prepared with questions, asks, and successes,” says Christina Del Villar, a long-time startup mentor and marketing expert. Setting the expectation upfront is very important to developing a trusting relationship, and proves that you are serious about your startup.

How many meetings should I have? 

An effective mentoring relationship can be long term, or consist of just two meetings! Quality over quantity definitely applies here, and if you’re connecting on a specific topic, it’s not always necessary to have a prolonged meeting schedule.

If you’re going for a multiple meeting relationship, make sure to set yourself up well. We often suggest having an initial meeting as an intro, where you might clarify your needs, expectations, and background of yourself and the company. You may even bring up your preferred mentorship style. Coming to the meeting prepared with your tasks will show your mentor that you are serious. 

How to have a good relationship with your mentor: 

  1. Make sure you’re compatible! The mentor and mentee need to “click.” Irina Tsetsura, one of our product operation mentors, says that “both [people] should be excited about each other’s work, experience, and what you are working on.” Developing a positive relationship from the beginning will be rewarding and allow you to have more productive rapport with your mentor. 
  2. Follow-up and be reliable. Irina also stresses the importance of “respond[ing] and diligently follow[ing] through on the goals and commitments established during mentorship sessions” as a mentee. By doing the homework your mentor gave you, it proves that you value their time and will continue to uphold your end of things. The relationship works both ways: your mentor supports you, and you do the work. 
  3. Be a beginner. One of StartUpNV’s marketing mentors, Stephanie Jiroch, adds this about mentor relationships:

When it comes to building a good relationship with a new mentor, don’t be afraid to be a beginner. The reason you joined forces with a mentor is to gain access to resources and knowledge to support your growth and evolution – both in business and as an entrepreneur. Too often, I see entrepreneurs who are afraid of looking ‘dumb’ and do not ask the questions that will help them grow, launch, or scale. To get the most out of your mentor/mentee relationship, lean into the learning process, ask the questions, and be open to what could be done differently so that you can succeed.” 

  1. Don’t turn a conversation into a debate. Peter Ciulla, another StartUpNV mentor who specializes in hardware tech and cleantech, leaves founders with this nugget of information regarding successful conversations: 

“It’s important not to make a mentor session too much of a debate. Remember that they’re volunteers and they’ve developed expertise in a specific area. As an entrepreneur, it’s best to take note of their advice and input, process it offline, and then decide what is right for your specific business.” 

  1. Keep your mentor in the loop, even if you’re no longer meeting. It’s so rewarding to hear the positive outcomes of the work you put in together. Even a quick email letting your mentor know that you implemented their advice and it led to results, will make their day!

Should I pay for a mentor? 

While searching for mentors, you may find some who charge for their time. While some people may view that as a valuable investment, it’s not always feasible for founders on a lean budget. In my opinion, don’t pay for a mentor. There are plenty of qualified professionals who are willing to support founders for free out of their own desire to give back to the community, or who want to get/stay involved in the startup world. 

Regardless of whether you pay for a mentor or not, the value is in the support and time savings they can provide you. Make sure to keep tabs on whether you work well together, if you’re making progress on your goals, and that you’re being true to yourself in the process. These will be telling signs that you’re on the right track. 

StartUpNV always has free programs and free mentors, so start with us if you need a boost! Whether you choose a self paced program like IncubateNV, a year-long program such as FounderNV, or an IncubateVegas bootcamp, we will ensure that you have access to mentors that fit your needs to get you on your path to success. Visit our programs page to get started: https://startupnv.org/startups/services/ 

 

Are you interested in being a mentor for StartUpNV? We are primarily in need of mentors for ideation and early stage startups. This may look like: 

  • Leading small groups of founders through a bootcamp 
  • Throwing a hands-on workshop in your area of expertise 
  • Being available for founders to reach out on our incubator platform 

If any of that sounds interesting, please submit a mentorship interest form today! https://startupnv.org/become-a-mentor/

About the author, Audrey Randazzo: 

Mentor Audrey Randazzo startup las vegas 2

Audrey Randazzo earned her Bachelor’s degree in Anthropology with a minor in Art from the University of Nevada, Reno in May 2021. While in school, she had internships at the American Chemical Society for Community Management, the Nevada Small Business Development Center for Marketing, and held a long term position at the UNR Career Center where she utilized her unique blend of analytical thinking and creative problem-solving skills.

Over the past three years, Audrey has made significant contributions to StartupNV, where she started as an intern and quickly progressed to the role of Program Manager. In her current position as Mentor Manager, Audrey plays a pivotal role in the growth and success of the accelerator programs by sourcing experienced Mentors with skills across the board. She works closely with a diverse network of professionals, guiding and facilitating their engagement with aspiring entrepreneurs.

In addition to her work with the Accelerator Mentor Program, Audrey actively contributes to the development and enhancement of other vital programs within StartupNV. She has played a key role in shaping the vision and execution of Founder University Nevada, IncubateNV, and IncubateVegas. With strategic insights and collaborative approach, Audrey ensures these programs provide valuable resources, mentorship, and support to startup founders at various stages of their journey.

Outside of her professional pursuits, Audrey enjoys rock climbing, traveling, and visiting every coffee shop in Reno. She dislikes spending over $8 for an oat milk latte, but still supports the local ecosystem.

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customer discovery

Customer Discovery: Job One for A Successful Startup

Customer Discovery: Job-One for a Successful Startup

 

customer discovery

There are two paths to a startup. The first is to get an idea, develop a product, produce a product and then try to sell it.  The second is to get an idea, test the market appetite, create a prototype, test the market reaction, revise, and test until you are ready to produce.

I probably don’t need to tell you that the second path is typically more successful. The better you understand your customer, their needs, and their appetite for your product, the more likely you will be to build a product people will buy. This is the path of customer discovery.

If the second path is typically more successful, why do founders choose the first path so often?  There are several reasons. One reason is that founders assume that because they saw a need for the solution, others will buy it.  It’s the “if you build it, they will come” model.  Unfortunately, just because you want it, or think it is a good business idea, doesn’t mean that other people will spend money on it.

 

Product-Market Fit

Before you get too far along your startup journey, I encourage you to think about what we call product-market fit. Product-market fit is when there is a need and an appetite for a solution to a problem. It also means that your solution fills the need and is priced so that people will buy it. Solving a problem isn’t enough. You have to make sure there is a product-market fit.  We do that through customer discovery.

The customer discovery process starts by understanding who has the problem you are trying to solve, how important it is, and how much they are willing to spend to solve it. If you get an answer that indicates the problem is troublesome enough that they are willing to invest to solve it, you can test your solution model with the potential customer.

You begin this customer discovery process by defining the target market you believe will want your product, developing a series of questions to understand the customer’s interest, analyzing the data, and then revising and retesting if necessary. If you believe there is more than one target market for your product, then you may need to run this customer discovery process more than one time.

 

4 Part Customer Discovery Process:

  • Define a Target Market
  • Customer Validation: Understanding the:
  • Problem
  • Urgency
  • Appetite (Budget)
  • Testing your solution
  • Analyzing the Data
  • Revision & Retesting

 

Define the Target Market

If you have an idea for a product, the next step is to think about who might use it.  Don’t make the mistake of thinking “anyone” or “everyone” can use it.  While that may be true, it is more helpful to think about who is most likely to have the problem you are solving and be willing to invest resources into solving it.  Who do you think will be easiest to sell this to?  Then, stop and think if there are other groups that might also be able to use it.  Make a list of the groups of buyers. Many founders would be surprised how often companies have changed their target market when they realize that a different buyer is willing to pay more or buy it more often.

Depending on what you sell, your target customers could be moms of teenagers, accountants, or quality control specialists in labs. For example, if you’re a founder selling testing equipment, you may think that the equipment would most often be used by labs in water treatment facilities. You might discover that other labs test for similar things that could use the same equipment. Those other types of labs might be another target market.

If you are selling business-to-business (B2B), you might want to consider all the people who might be involved in buying or using the product you are selling. You may want to interview more than one type of buyer during your customer discovery.

 

Customer Validation

Customer Validation is the process of studying the potential buyer.  There are many ways to do this. You can set up a study and have people participate, you can send out a survey, or you can do interviews.  There are probably other ways to do this as well.  With a new product, especially for a new founder, doing interviews is a great starting place because people will tell you things you didn’t think to ask.

Before you interview or survey potential customers, develop your customer discovery questions. Here is a link to some sample questions on customer discovery.  It is important to think through the questions and test them on people before you start your interviews. You want to ensure you are asking what you mean to ask and that the questions are easy to understand and answer. You also want to ensure you are not leading them to answer in a specific way. You want honest answers.

Start by understanding the problem. (I use ‘problem’, but it could be something they want to achieve or avoid). You are assuming that people have a certain problem. First, you need to confirm that they have that problem.  Next, you will want to understand how that impacts them.  How much of a problem is it? Many problems don’t seem worth fixing. Other problems create other problems when you fix them.  You need to understand all of this. The problem has to be bothersome enough that they are willing to suffer through the solution.

Next, understand how urgent a solution is. Is this priority 1 or 56?  Do other things need to get solved before this, or in order to solve this?  What is the timeline around those things? If I want a new carpet but don’t want to get it until I fix the leak in the roof and the water damage on the ceiling, the new carpet may have to wait a few weeks or months. Timing is everything. 

Once you understand the timing, ask how much they will pay. Remember that the price of your product may only be part of the cost for them. If I buy makeup, I may also have to buy brushes. If I buy a new car, I must also get new insurance and register the car.  So you need to understand how much they will pay for your solution plus how much else they are willing to invest.

Finally, test your solution with them. You may want to bring a prototype for them to test. Do they like your solution?  What do they like or not like about your solution? Does seeing your solution change their urgency or how much they are willing to pay? 

Be as consistent as you can in asking the questions. It will be hard to analyze the data if you don’t follow the same process every time.  Give yourself a place to track answers not specifically asked in the questionnaire.

 

Analyze the Data

Compiling and understanding the data of your customer discovery is important.  You can get a feel for what people say, but formally analyzing it will give you better information.  If you do interviews, you can still put the answers into a program like Survey Monkey so they can analyze the data for you. Sometimes once you get the answers, you will begin to see trends. You might notice if people answered one question a certain way, they were more likely to answer a second question a specific way. You can see many trends in the data if you look for them. 

 

Revision and Retesting

The whole point of this customer discovery process is to learn. If you are lucky, you will get through this survey, and everyone will say they love the idea and the product and they are willing to pay what you want them to pay. More likely, as you do these interviews, surveys, or tests, you will learn things that will make you rethink your product or solution. You can do a handful of customer discovery surveys and make urgent changes before you go on. Or you may get through the whole survey process and analyze the data before deciding what changes to make.  However you do it, the vital thing to remember is that you are doing this to learn how to produce a product people will pay for. Remember, until people buy your product for a profitable price, you have a hobby, not a business. Your job is to develop a successful business. That means you need a product that solves a problem that people want to solve badly enough to pay for.

Product development tends to be an iterative process. In other words, you get an idea, you research the fit, make revisions, test again and keep revising and testing until you get it right.  

 

How to Find Your Test Sample

Decide how many people you want to interview before you start. It is essential to have a big enough sample size to analyze. Talking to ten people, for example, isn’t enough to make a good business decision. I recommend talking to at least 100 people if you can swing it. You might want to do ten as phase one, then revise before you do the rest.

If possible, start with people you know well. That will give you a comfortable environment to test your survey before you try it on strangers. 

Next, go to what we call 2nd level connections. Those are friends of friends or connections of connections on LinkedIn.  Ask for introductions from people you know. If you have been introduced, people are much more likely to agree to the interview. Finally, you must reach out to strangers if you run out of people you know.  You could use LinkedIn for this or make cold calls. Let them know you are developing a product and would like to interview them to get their feedback. Let them know how long the interview will take. If you want to, you can offer a Starbucks gift card or something like that as a thank you.

 

Proceed, Pivot or Punt

You must decide at several points along the way if you will “proceed, pivot, or punt.”   You may make minor changes as you research, but keep moving forward with your business as planned. You may decide to pivot, meaning you will make significant changes in your product or target market. Finally, you may discover the company isn’t going to work. Maybe people don’t need to fix the problem, or there are better solutions out there, or perhaps people won’t pay enough to make the business profitable. Whatever the reason, sometimes deciding to give up is the right thing.

At various points in your startup journey, the decision to ‘proceed, pivot, or punt’ becomes crucial. Seeking advice and insights from experienced mentors, such as those affiliated with StartupNV, can offer a fresh perspective and guide you in making informed choices for the future of your business.

Even once you have a product on the market, you will likely update, upgrade or change it over time.  Some products, like Coca-Cola, always stay the same, while others, like iPhones, change yearly. 

 

Fastest Path to the Finish-line

For many founders, preparing the product for sale seems like the most direct path to success. It may be direct, but there is a huge risk of getting to the finish line without a buyer. Potential customers can be fickle and hard to understand, so customer discovery may seem like taking the long way around. There may be more twists and turns in the process, but the end result should be a product ready for a market that is willing to pay.  

By Liz Heiman, CEO at Regarding Sales and StartupNV Mentor

About the Author

Liz has been helping companies with enterprise (B2B complex sales) since 1998. She started her career at Miller Heiman training companies like HP, Coca-Cola, NCR and Johnson Controls. Now she works with startups and companies in transition to build sales operating systems to support sales and growth goals. Liz will work with any company who has a B2B complex sales, but is focused on manufacturing, med tech and other tech.

 

 

Customer Discovery Questions List by StartUpNV

 

  1. Have you experienced this situation?
  2. Is it a problem for you?
  3. Where and when do you experience this problem?
  4. How are you currently dealing with the situation?
  5.  How often do you experience the problem?
  6. How interested are you in an easier solution, on a scale of 1 to 10?
  7. How many others that you know experience the problem?
  8. How long should you have to wait for the solution to work?https://startupnv.org/customer-discovery-job-one-for-a-successful-startup/
  9. How much time are you willing to invest in learning the solution?
  10. Are you willing to pay for a better solution?
  11. How much are you willing to pay?
  12. If it is a one time solution, how often are you willing to pay for it?

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