The economic terms governing investor participation in EVERYONE LLC. This is the source of truth for the deal. In the event of conflict between any other document and these terms, these terms control.
Updated July 6, 2026
| Item | Term |
|---|---|
| Issuer | EVERYONE LLC, a Delaware limited liability company |
| Instrument | Profit Participation Rights (not equity, not debt) |
| What You Get | Right to share in Net Distributable Profits (NDP) from all revenue sources |
| What You Don't Get | No ownership, no shares, no voting rights, no governance |
| Minimum Investment | $100,000 |
| Use of Funds | Operations, production, platform development, team wear launch |
| Return Structure | 50% of NDP until each investor reaches 2X, then a permanent 20% share, uncapped, in perpetuity |
The waterfall has two phases. In Phase 1, from the first dollar of Net Distributable Profits, investors receive 50% until each investor has received 2X their invested capital; the other 50% is split evenly across four buckets. Reaching 2X is a transition, not a termination. In Phase 2, which continues in perpetuity and uncapped, NDP is divided into five equal fifths, 20% each. Investors are never cut off.
| Phase | Investors | EVERYONE LLC | Team | Fund | Foundation |
|---|---|---|---|---|---|
| Phase 1 (until each investor reaches 2X) | 50% | 12.5% | 12.5% | 12.5% | 12.5% |
| Phase 2 (after 2X, uncapped, forever) | 20% | 20% | 20% | 20% | 20% |
Within any single year, if cumulative distributions cross 2X mid-year, the portion of that year's NDP that brings the investor up to exactly 2X is split at Phase 1 rates, and the remainder is split at Phase 2 rates. Participation is uncapped and continues in perpetuity: after doubling, investors step down to their permanent one-fifth share and keep participating for as long as the property generates profit.
NDP is the money available for distribution after all costs are covered. It is calculated as follows:
These are normal and necessary business expenses. The waterfall ensures all costs are covered before profits are distributed. Specific ranges for each deduction category are set forth in the EVERYONE Business Plan.
Distributions begin only after EVERYONE reaches profitability. Investors should expect no distributions for an extended period.
Your share is determined pro rata based on your Investment Amount relative to the total capital raised from all Profit Participation investors. If you invest a larger amount, you receive a proportionally larger share of investor distributions. All investors in the same tranche share distributions on equal terms.
If the Company offers better economic terms to any investor at any time during the life of the offering, your terms automatically upgrade to match. There is no time limit on this protection. You always receive at least as favorable terms as any subsequent investor in the same offering. This is permanent.
Once your cumulative distributions equal 2X your original investment:
Within the year you cross 2X, the portion of NDP that brings you to exactly 2X is paid at your 50% Phase 1 rate, and the remainder that year is paid at your 20% Phase 2 rate. There is no point at which your participation ends.
Profit Participation investors have no governance rights. Specifically:
All company decisions are made by the founder-members, Zak and Zev Zaidman.
The Company intends to provide investors with a voluntary annual summary covering revenue by category, expenses by category, Net Distributable Profits, distributions, and progress toward and past 2X. This summary is provided as a courtesy and does not constitute a contractual reporting obligation.
In addition, investors receive:
Phase 2 is the EVERYONE thesis applied to money itself. Once investors are made whole and doubled, every dollar of profit is divided into five equal fifths, one for each party that makes the work exist:
Why it works this way, and why it matters: the people who take the earliest risk get an accelerated 50% return first, with downside protection. Then, rather than one party keeping all the upside, the value keeps flowing to everyone who contributed, for the life of the property. No one is cut off. No single party takes the whole reward. There are no required losers. The money structure mirrors the thesis: we are all on one team, and when the team wins, the whole team shares in it.
This Term Sheet is the source of truth for the economic terms. For the complete offering, review these documents in the Data Room:
| Document | What It Contains |
|---|---|
| Business Plan | Market opportunity, revenue projections, use of proceeds, competitive landscape, risk factors |
| Participation Agreement | The binding legal agreement: non-economic terms, transfer restrictions, investor qualifications, governing law, risk acknowledgment |
| Investment Invitation | The full investment case, narrative, and why this opportunity exists |
| Financial Model | Revenue projections, waterfall calculations, scenario analysis. Always current. |
| Accredited Investor Questionnaire | Qualification verification for prospective investors |
Questions? Contact core@everyone.team
This Term Sheet sets forth the definitive economic terms for EVERYONE LLC's Profit Participation Rights offering. It does not constitute legal advice. Prospective investors should consult with their own legal, tax, and financial advisors before making any investment decision. This is a private offering of securities to accredited investors only under Regulation D, Rule 506(b).
Last Updated: July 6, 2026 | Contact: core@everyone.team