The Handshake

Terms of use

Using Dream x Destiny. Dream x Destiny Inc. runs the Dream x Destiny platform. By using it you agree to give information that is accurate as far as you know, to submit only ideas, products and materials you have the right to submit, to use the platform lawfully, to respect other people and other ventures, and not to try to manipulate funding, voting, reviews or platform systems.

Dream x Destiny may refuse, pause or remove anything that is unlawful, fraudulent, harmful, infringing, or seriously misrepresented.

Three different relationships

Using Dream x Destiny is not the same as creating a venture. Creating a venture is not the same as investing in one. These are three separate relationships, and each has its own terms.

Platform. You use Dream x Destiny’s website and technology.

Venture. You help create or run a specific venture, under that venture’s own agreements.

Investment. You invest in a venture through the regulated offering that applies to it, and through that offering’s documents.

The Adventure - what we promise

The Adventure turns an idea into a real starting point for a venture. What we promise to deliver is a prototype.

For software. A working software prototype.

For hardware. A hardware blueprint ready for an engineer to review, plus a software prototype where one applies.

You can review and audit the demo until you are satisfied with the prototype you agreed. The Adventure may also produce a business plan, a brand, a marketing strategy, a pitch deck and other venture materials agreed for the project.

What we do not promise. We do not promise a successful launch, customers, revenue, profit, funding, investment returns or commercial success. A prototype is a beginning.

The five floors. Ground - Brainstorm. First - Product. Second - Marketing. Third - Build. Roof - Test. A floor advances the venture only when the work matches what you asked for.

Founder ownership

You own the startup. For a venture entering the first-round structure: 70% Founder, 30% syndicate.

In shares. The company is incorporated as a Delaware C-Corporation and issues 10,000,000 shares. The Founder holds 7,000,000; the syndicate holds 3,000,000. Percentages and share counts describe the same thing.

The first round is built on a runway sum rather than a valuation on paper. The target is set to cover about 18 months of operating runway. Revenue, profit and later investment can extend that runway.

Dream x Destiny’s success equity

1% success equity. After the venture reaches its first 3x Profit Checkpoint, Dream x Destiny receives 1% success equity. That 1% comes from the Founder’s shares. Until that checkpoint Dream x Destiny holds no equity in the venture at all.

The resulting ownership. 69% Founder, 30% syndicate, 1% Dream x Destiny.

Round 2 draws on the Founder’s own ownership, so it does not by itself reduce Dream x Destiny’s 1%. That is a fact about Round 2, not a permanent protection: Round 3 and later financings may create new shares and dilute every holder, including Dream x Destiny. Exactly how the 1% transfer is carried out is set by the venture’s corporate and founder documents.

Round 2

The 18% Growth Pool. At incorporation the Founder designates 18 percentage points of their own ownership as the 18% Growth Pool - reserved ownership, used to bring new capital into the company. Nothing moves at the first-round close: the Founder holds 70% the day it closes. Round 2 starts internally after successful first-round funding and incorporation; Dream x Destiny prepares the round, seeks venture capital and angels, and works to close growth financing. The pool can be used partially or in full, and the money raised goes to the company to grow it. How this is implemented in law is set by the venture’s corporate and founder documents, and remains subject to professional refinement.

If the pool is used in full. 51% Founder, 18% Round 2, 30% syndicate, 1% Dream x Destiny. The Founder goes from 69% to 51%: 69 less the 18 designated points. Partial use of the pool leaves the Founder between 51% and 69%.

If Round 2 never happens. 69% Founder, 30% syndicate, 1% Dream x Destiny. The 18 designated percentage points are not a permanent claim on the Founder’s shares if Round 2 never happens.

What this does not promise. The 18% Growth Pool comes from the Founder’s ownership, so using it for Round 2 does not reduce the syndicate’s 30% in that round. That does not protect the syndicate from future dilution. Round 3 and later financings may create new shares and dilute existing holders. No percentage on this page is guaranteed permanently.

Future financing

When the company gets bigger, the financing can change. A later financing may create new shares for larger investors. If new shares are created, each first-round syndicate shareholder chooses for themselves.

Stay. Keep your shares and accept that your percentage gets smaller.

Sell. After the applicable resale restrictions, you may be able to sell your shares if you find a buyer and the transfer is permitted. Dream x Destiny can direct you to the appropriate transaction process. No buyer is promised, and there is no guaranteed liquidity.

A financing is not a payout. A share sale is a shareholder’s own transaction. A financing round is the company raising capital: it changes ownership, and it does not pay existing shareholders anything.

What this means for the Founder. The Founder keeps the majority - 51% - through Round 2. A later financing that creates new shares can change every holding, including the Founder’s.

Profit checkpoints

Profit can be distributed before an exit. Our definition is simple: income minus expenses equals profit.

Every quarter the venture records income minus expenses - a profit or a loss - and the quarterly results accumulate. When cumulative profit reaches 3x the original funding sum, the venture reaches its first 3x Profit Checkpoint. Cumulative profit does not reset - every further 3x creates another checkpoint.

Pro-rata to all shareholders. At a checkpoint the original funding sum is distributed pro-rata to all shareholders, according to their ownership at that time. There is no investor-first waterfall: everyone is paid at the same time and on the same ownership percentages. Distributions are made from available company cash, subject to the venture’s governing documents and applicable law.

For example. On a $100,000 funding sum, $300,000 of cumulative profit triggers a $100,000 distribution: before the first checkpoint that is $70,000 to the Founder and $30,000 to the syndicate. After the first checkpoint and its distribution, ownership is 69/30/1, so a later $100,000 distribution is $69,000, $30,000 and $1,000. Every further $300,000 of cumulative profit repeats the checkpoint.

Quarterly reporting. Financial results are intended to be recorded quarterly and made visible to shareholders through the designated reporting system. No live or real-time financial reporting is promised, and the reporting system and its exact form remain subject to professional refinement.

This is not a guaranteed return

The 3x mechanism describes how money is paid out. It is not a promise that a venture will ever reach 3x profit.

A venture may reach several checkpoints, reach one, return some money, or never make enough profit to pay anything out. Early-stage investments can lose some or all of the money put in.

The SEC also makes clear that crowdfunding investments carry risk, and that the SEC does not approve or endorse any particular offering.

What happens if the money runs out

Nobody is expected to work for free. If a venture no longer has the cash to pay for work, paid work stops before unpaid work begins.

The 8-week action plan. There is no fixed runway cut-off. Low cash triggers a shareholder alert, then a team meeting, then an 8-week action plan reviewed at weeks 0, 2, 4, 6 and 8. The plan may cut low-value tasks, push sales and revenue, use organic marketing, change the product or the business model, seek partnerships or community help, or search for new capital. At the end the venture continues or it is frozen.

Venture Freeze. A venture is frozen before its cash reaches zero. Taxes, required obligations, committed payments and a defined buffer are protected first. Any remaining legally distributable cash may be distributed pro-rata, according to the venture’s governing documents and applicable law. A frozen venture can restart when sufficient capital or cash returns.

The exact accounting, tax and legal mechanics of a freeze and of any distribution are subject to professional refinement, and are set by the venture’s governing documents and the law that applies to it.

Founder roles

Choose your involvement. There are four Founder roles.

CEO - $23/hour. Leads the company and its direction.

Team Leader - $23/hour. Leads execution and the team.

Human in the Loop - $23/hour. Works where human judgment and contribution matter.

Brainstormer - unpaid. Contributes ideas and perspective, with no commitment to operate.

The three working roles are paid the same hourly rate. Founders can change roles.

Dream x Destiny fees

Funding success fee - 5%. Dream x Destiny receives 5% of the funding it successfully helps raise for a venture. This applies to fundraising Dream x Destiny performs. If the Founder raises money independently, without Dream x Destiny’s involvement in that fundraising, there is no fee on that money.

Operating infrastructure - $5,500/month. Dream x Destiny charges $5,500 a month to run the venture’s operating infrastructure. It is paid out of the venture’s capital, not personally by the Founder. The first year is built into the funding plan; after that it is billed monthly.

Talent - $23/hour. Talent is available at $23 an hour when it is used. Talent costs come out of the venture’s runway.

What a round does not cover. Every fee above comes out of the capital a funding round raises - not out of the Founder’s pocket. Taking a prototype to a market-ready product is the exception: it is a separate piece of work, quoted per scope, and independent of any funding round. If it is agreed outside a round, it is paid for outside a round.

Conflicts of interest

Yes, we have them. Dream x Destiny can benefit financially when a venture raises money. We may receive a 5% success fee on funding we raise, 1% success equity after the venture’s first 3x Profit Checkpoint, and operating fees.

So Dream x Destiny has a financial interest in ventures being funded and succeeding. We do not hide that.

Syndicate evaluation

Three dimensions. One internal system. Dream x Destiny evaluates ventures internally on integrity, uniqueness and profitability. The exact scoring is proprietary internal infrastructure.

A Founder submits. Dream x Destiny opens the round. A Founder submits a product for first-round funding. A venture that does not meet the internal standard does not enter the syndicate at that point. A venture that passes becomes eligible to be presented to the syndicate, and the round is opened for it. Passing does not mean you should invest - that decision is the investor’s.

Lumi & Venture Intelligence

Private memory. Shared learning. Each venture has its own memory. Lumi can hold a venture’s decisions, product knowledge, history, operating context, architecture, customers, and financial and marketing context.

Across ventures, Dream x Destiny may use aggregated, non-identifying patterns to improve Venture Intelligence. We do not intentionally share source code, trade secrets, private venture records or personal data between ventures.

The ecosystem can learn from what worked, what did not, and the mistakes ventures have already made. The ecosystem learns the pattern, not the secret.

Data & privacy

We collect what we need to run the ecosystem. That can include what you submit, your account and contact details, venture information, usage information, and anything needed to provide the service you asked for. We do not sell personal data.

Some information may be handled by service providers who help us operate: hosting, AI systems, infrastructure, analytics and security where they apply, and regulated funding infrastructure. Some providers may handle information outside the EU. Where GDPR applies, we use the proper legal mechanisms for international transfers.

Your rights. Depending on the law that applies to you, you may have the right to see your information, correct it, object to some uses of it, ask for it to be deleted, and ask how it is being used. Some records cannot be deleted right away when we are legally required to keep them.

AI

AI helps. Humans stay accountable. Dream x Destiny uses AI systems for research, product development, strategy, design, coding, marketing, review and venture intelligence.

AI output can be wrong. AI can invent things that are not true. AI can misread the context. So AI-generated work is reviewed by people and validated at venture level.

Venture infrastructure

The venture depends on the ecosystem. Dream x Destiny may provide software, infrastructure, AI workflows, Venture Intelligence, operating systems, access to talent, product development and other services. That creates a real dependency.

If Dream x Destiny’s services stop being available, a venture’s operations can be seriously affected. Each venture’s own agreements should set out software rights, licenses, access, what happens on termination, ownership, and how the venture would continue.

Intellectual property

Every venture needs a clear IP agreement. Dream x Destiny may build software, infrastructure and other materials while a venture is being created. Who owns what, and who is licensed to use what, is set by the venture’s founder, IP and software agreements.

Nothing on this summary page should be read as quietly transferring ownership of intellectual property.

Governance

Major decisions can be challenged. A major decision is one that seriously changes the product, brand, business model, ownership, pricing or strategic direction - for example a big product change, removing a major feature, the company name, the logo, brand colors, pricing, or a fundamental change to how the business makes money.

Dream x Destiny or the Founder may pause a major decision. A pause is not a permanent veto. It starts the governance process.

Voting

The syndicate gets a real voice. On a disputed major decision the Founder holds 1 vote, Dream x Destiny holds 1 vote, and each syndicate investor holds 1 vote. So 300 syndicate investors means 300 votes.

If there is a tie, the vote is held again - the parties can talk it through and change their minds. If there is a second tie, vote again. On a third tie in a row, the CEO gets 2 votes.

Exactly how this is implemented in law is set out in the venture’s governing documents.

Regulation Crowdfunding

The funding goes through the regulated route. Where a venture raises under Regulation Crowdfunding, the investment itself is completed through the SEC-registered intermediary or funding portal that applies. Dream x Destiny never takes investor money directly.

The 7-day confirmation window. An offer placed on Dream x Destiny is an indication of interest: non-binding, from $1, no card, nothing charged. When a venture reaches 100% of its funding sum, every investor who made an offer gets 7 days to confirm whether they are in or out. Nothing is charged before you confirm, and confirming does not by itself complete the investment.

An indication of interest is not a purchase. The binding investment happens afterwards, through the regulated offering and its own documents. Regulation Crowdfunding requires offerings to run through an SEC-registered intermediary and sets its own disclosure and resale rules.

Investment risk

In plain English. No return is guaranteed. We recommend understanding the model, the business plan, and the risks before investing actual money. Consider independent professional advice if needed. Dream x Destiny does not provide investment advice.

You can lose your money. Investing in an early-stage venture is risky. A venture may fail, run out of money, never make a profit, need more funding, have its shares diluted, become impossible to sell, or lose most or all of its value.

The 3x profit mechanism is not a guarantee. A future way to sell is not guaranteed. An acquisition is not guaranteed. How one venture performed says nothing about how another will.

Before investing. Read the venture’s actual offering documents. Under Regulation Crowdfunding the company must provide the required disclosures through the Form C process.

Share transfers

Shares issued through a Regulation Crowdfunding offering generally cannot be resold for one year, with some exceptions set by statute.

The transfer rights and restrictions for any particular venture are set by its offering documents, the securities law that applies, the venture’s governing documents and its shareholder agreements.

No guarantees

Dream x Destiny does not guarantee: funding, investment, revenue, profit, returns, a way to sell your shares, product-market fit, acquisition, commercial launch or startup success.

We build the system. The Founder builds with it. The investor decides. The market decides.

Changes to the platform

Dream x Destiny may improve the platform, workflows, AI systems, Venture Intelligence, operating processes and user experience.

Changes that matter to a contract will be communicated as required. A change to the website does not quietly rewrite a signed venture agreement.

Contact

Questions before you agree to something? Ask. We would rather explain the model before someone commits than explain it afterwards.

Dream x Destiny Inc., a Delaware C-Corporation with a Berlin-based operation. Contact: Hello@DreamxDestiny.com

The document hierarchy

This page explains. The agreements govern. The order is: the law first, then the venture’s offering documents, then the signed founder, shareholder, IP and service agreements, then Dream x Destiny’s platform terms, and last this plain-language page.

If two of them disagree, the one that is legally controlling wins.