Canonical Upseed vocabulary

Startup glossary

Plain definitions for the funding, ownership, program, metric, and ecosystem language you encounter while building or backing a startup.

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Capital & Financing

32 terms

71 reviewed definitions in the current glossary

A

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C

Convertible note

Debt that can convert into equity.

Also called convertible debt

A convertible note is a short-term debt instrument that can convert into equity in a later financing, often with interest, maturity, a valuation cap, and/or a discount.

Plain-English example

An investor lends $500K through a note with a discount. When the startup raises Series A, the note converts according to the note terms.

Watch out

Convertible notes are debt instruments; SAFEs usually are not.

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E

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M

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S

SAFE

Simple Agreement for Future Equity.

Also called Simple Agreement for Future Equity

A SAFE is an agreement where an investor gives a startup money now in exchange for the right to receive equity later, usually when the company raises a priced round.

Plain-English example

A startup raises $1M on a SAFE with a $10M valuation cap. At Series A, the SAFE converts using the agreed conversion mechanics.

Watch out

A SAFE is not free money and not usually debt. It is future dilution waiting to be modeled.

T

Term sheet

The negotiated blueprint for an investment round.

Also called financing term sheet

A term sheet summarizes the key economic and control terms of a financing before the final legal documents are drafted and signed.

Plain-English example

A Series A term sheet can include valuation, investment amount, board composition, option pool, liquidation preference, and pro rata rights.

Watch out

The highest valuation is not always the best deal if the rest of the terms are harsh.

V

Valuation cap

A ceiling on the conversion valuation for a SAFE or note.

Also called valuation cap

A valuation cap sets the maximum company valuation used to convert an early investment into equity, giving early investors a better price if the next round is priced higher.

Plain-English example

If the cap is $10M and the next round prices at $20M, the early investor usually converts as if the valuation were $10M.

Watch out

A valuation cap is not the current valuation. It is a conversion rule.

W

Source and update disclosure

Know what this page is based on

Source basis

Every published term requires an Upseed-authored definition, a completed review, high source confidence, and at least one HTTPS source. Each entry links to one primary or representative source and states how many sources were reviewed.

Last reviewed

June 5, 2026

Known limits

Startup and investment language can vary by market, document, and jurisdiction. These definitions explain common usage and are not legal, financial, tax, or investment advice.

Upseed is an independent guide. Definitions are educational explanations, not representations made on behalf of the organizations or sources linked.

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