Policies and Documents
Subvert Co-op is built on a foundation of transparency, democratic governance, and a clear set of rules that guide how the cooperative operates. These guiding principles are enshrined in key documents that lay the groundwork for both the platform and the co-op’s long-term success. Below, we’ll break down the primary policies and documents that form the backbone of Subvert.
View a Miro board illustrating how the Subvert Model works.
Subvert Cooperative LCA
Subvert Co-op’s Bylaws
The Bylaws serve as the constitution of Subvert Co-op, outlining the core rules that govern its operations. Because they address fundamental aspects of how the cooperative functions, they are difficult to change, typically requiring a vote from the entire membership.
View: https://subvert.fm/bylaws/
NOTE: We've added explainers in the bylaws!
Subvert Co-op Form of Member Agreement
The Member Agreement complements the Bylaws but is more flexible, covering the rights, responsibilities, and expectations of members in their day-to-day interactions with the cooperative. If the bylaws are the constitution, the member agreement is your contract with the organization. This document is designed to adapt more easily to changes in the platform or co-op operations, making it easier to keep up with evolving member needs or legal requirements.
Artist member agreement: https://subvert.fm/member-agreement-artist/
Label member agreement: https://subvert.fm/member-agreement-label/
Supporter member agreement: https://subvert.fm/member-agreement-supporter/
Unlike the Bylaws, changes to the Member Agreement don’t require a full membership vote, allowing the Board of Directors to update it as needed to keep things running smoothly.
Subvert Platform
Subvert Platform Privacy Policy
Protecting member and user data is a top priority for Subvert, and the Privacy Policy outlines how the platform collects, uses, shares, and protects personal data.
Privacy Policy: https://subvert.fm/privacy-policy/
Subvert Platform Terms of Use
The Terms of Use define the rules and guidelines for using Subvert’s platform, detailing how the platform operates and what is expected from users.
Terms of Use: https://subvert.fm/terms-of-use/
Intermediary Docs
In between the two entities are a set of agreements that outline how they work together.
Intellectual Property License and Services Agreement ↗
The Intellectual Property License and Services Agreement outlines how the Subvert Corporation grants the Subvert Co-op the right to use its intellectual property (the platform and brand). This document is essential to Subvert's dual-entity structure, serving as the bridge between ownership of the technology and its operation.
The agreement grants the co-op a worldwide, irrevocable, royalty-free license to use, reproduce, and distribute the corporation's IP. It specifies the co-op’s rights to develop and operate the platform while the corporation maintains ultimate ownership of the IP.
What makes this agreement unique is that it allows the value capture of the platform to live within the Corporation, while keeping the integrity of cooperative governance of the platform squarely within the Co-op’s domain. This document helps provide security that the co-op's right to use the platform can't be arbitrarily withdrawn.
Changing or updating this agreement requires approval from both the Co-op Board and the Corporation Board.
Assignment and Assumption Agreement ↗
The IP Assignment Agreement governs how new intellectual property created by the co-op is handled. It establishes that improvements, features, and other work created by the co-op are assigned to the corporation as "work made for hire," maintaining a clear ownership structure for Subvert’s intangible assets.
This document ensures that as the platform evolves, all intellectual property remains within the corporation, allowing the Corporation to remain the primary vehicle for enterprise value capture. The agreement also allows the co-op to retain the right to use these improvements through the licensing agreement.
Changing or updating this agreement requires approval from both the Co-op Board and the Corporation Board.
Investment Terms
SAFE (Simple Agreement for Future Equity) ↗
The SAFE (Simple Agreement for Future Equity) Note is an investment instrument used by Subvert Corporation to raise capital. Unlike traditional debt, a SAFE doesn't accrue interest or have a maturity date—instead, it converts to equity when certain triggering events occur, such as a priced funding round.
SAFE Notes allow Subvert to raise necessary funding before establishing a formal valuation, giving early investors the right to convert their investment into preferred shares of the corporation at a later date, in this case with no discount (and a $9M post-money valuation cap).
What makes Subvert's approach unique is that these investments are made in the corporation, not the co-op, protecting the co-op's governance of the platform’s day-to-day operations while still allowing for traditional startup financing. This balance helps solve the "capital conundrum" that often limits cooperative enterprises.
Investment Side Letter (Shared Earnings Agreement) ↗
The Side Letter is a supplementary agreement between Subvert Corporation and its investors that outlines additional terms and commitments not covered in the standard investment documents. This document helps both give optionality to the co-op's future fundraising and also provide protections and assurances to investors.
The document addresses a key challenge in Subvert's cooperative model: because a SAFE only converts into equity in the case of a future priced fundraising round, we wanted there to be an agreement that outlines an alternative way to compensate investors if the cooperative decides not to raise additional funding. What this agreement establishes is that if Subvert Corporation does not raise a priced funding round within 2 years, the company will begin making quarterly "Shared Earnings" payments as a percentage of net income until investors receive a 4x return on their investment.
What makes this Side Letter distinctive is how it preserves the cooperative's autonomy while still making investment attractive. By creating a debt-like repayment mechanism as an alternative to equity conversion, it gives Subvert more flexibility in its future fundraising decisions while ensuring investors have a clear path to returns. This balanced approach allows Subvert to access traditional investment capital without being forced into subsequent funding rounds that might compromise its cooperative principles or mission.
Other Docs
Decision Making Matrix ↗
The Decision-Making Matrix clarifies who has authority to make different types of decisions within Subvert's ecosystem. It maps various decision categories (financial, strategic, operational, etc.) to specific roles, bodies, or processes, creating transparency around how power is distributed.
The matrix distinguishes between decisions that require full member votes, Board approval, management discretion, or other processes like the Ownership Assembly. It outlines the thresholds and criteria that determine which pathway a decision must follow.