Have your subscription agreement reviewed by AI before wiring. Fast, expert identification of rep & warranty traps, accreditation issues, and transfer-restriction gaps.
Free and no sign-up required.
Federal only
Your data is protected at every layer
No file selected
Guest uploads are automatically deleted within 24 hours
AI flags rep & warranty language broader than required by Reg D
Detect missing or weak most-favored-nation provisions
Identify transfer-restriction language that exceeds securities-law requirements
Free review for Reg D 506(b)/(c), Reg CF, and private-placement subscriptions
Average Review Time
Compliance Checks
Document Security
Justee's AI-powered subscription agreement review tool analyzes securities subscription agreements for accredited-investor status, representations and warranties, transfer restrictions, most-favored-nation rights, and indemnification obligations. The tool maps representations against actual Regulation D 506(b)/(c) accreditation requirements, flags overbroad rep and warranty language that imposes obligations exceeding statutory needs, identifies transfer restrictions broader than the Rule 144 holding period, and evaluates whether MFN provisions cover material economic terms only or sweep too widely. Justee compares the subscription against the operative private-placement memorandum and flags inconsistencies. Subscription agreements bind investors to representations that survive closing and indemnification obligations that can become significant. Common subscription-agreement issues include investor reps that effectively warrant due diligence the issuer should have done, indemnification obligations triggered by issuer disclosures, and transfer restrictions that survive the Rule 144 holding period without business justification. Professional subscription review aligns risk with investment economics.
Upload your contract in PDF, DOCX, or TXT format
Our AI reviews your document for compliance issues
Get detailed findings with risk ratings and legal citations
Use our suggestions to improve your document
Upload Document
Upload your contract in PDF, DOCX, or TXT format
AI Analysis
Our AI reviews for compliance issues and risks
Review Findings
See detailed findings with risk ratings and citations
Take Action
Use suggestions to improve your document
Free Subscription Agreement Comparison • No Sign-up Required • Results in Minutes
Accredited-investor reps under Reg D
Indemnification scope and survival period
Transfer restrictions and Rule 144 alignment
Most-favored-nation scope (economic terms only)
PPM/operative-document consistency
Investor reps warrant issuer's due diligence
Indemnification triggered by issuer disclosures
Transfer restrictions exceed Rule 144
MFN excludes material economic terms
Rep survival period exceeds statute of limitations
Accredited-investor reps under Reg D
Indemnification scope and survival period
Transfer restrictions and Rule 144 alignment
Most-favored-nation scope (economic terms only)
PPM/operative-document consistency
Powered by Justee AI • Free Subscription Agreement Analysis
Justee recently analyzed a subscription agreement bundled with a SAFE for an angel investor wiring $250k into a Series Seed round of a New York fintech.
Issue Found: The investor representations included that the investor had "reviewed all material company information" and would indemnify the company for any "inaccuracy in such review" — a backdoor due-diligence indemnity entirely inappropriate for a Reg D 506(b) subscription. The MFN was limited to "future SAFEs" only, missing future preferred stock terms.
Justee Recommendation: We struck the diligence-indemnity language, narrowed reps to standard Reg D items (accreditation, investment intent, sophistication), and broadened MFN to include any economic term in any future financing within 12 months.
"Investor represents that Investor has reviewed all material information about the Company and warrants that any decision based on such review is at Investor's sole risk; Investor shall indemnify the Company for any inaccuracy."
"Investor represents that Investor (i) is an "accredited investor" within the meaning of Rule 501(a) of Regulation D; (ii) has had the opportunity to ask questions and receive answers concerning the terms of the offering; (iii) has the financial sophistication to evaluate the merits and risks of the investment. The Company makes no representation regarding the completeness of the information furnished, except as expressly set forth in this Agreement."
Why it matters: Standard Reg D reps confirm accreditation and sophistication. They do not require the investor to indemnify the company for the company's own disclosures. Diligence-indemnity language inverts the deal economics.
Partner, Corporate Transactions at Grayver Law Group
| Feature | Justee AI Review | Manual Review |
|---|---|---|
| Review Time | 2-5 minutes | 2-4 hours |
| Cost | Free trial available | $150-500+ |
| Legal Citations | Automatic | Varies by reviewer |
| Clause Suggestions | Included | Extra fee |
| Availability | 24/7 instant | Business hours |
Feature
Justee AI
Manual Review
Review Speed
2-5 minutes
2-4 hours
Cost per Document
Free trial
$150-500+
Legal Citations
Clause Suggestions
24/7 Availability
Justee AI Subscription Agreement Analysis
SEC Regulation D exempt offerings
SEC Rule 144 resale restrictions
Accredited investor definition
Not Legal Advice: The information and analysis provided by Justee AI is for general informational purposes only and does not constitute legal advice. While we strive to provide accurate and helpful information, our AI-powered service is not a substitute for professional legal counsel.
No Attorney-Client Relationship: Use of Justee AI does not create an attorney-client relationship. Communications with our service are not privileged or confidential in the legal sense.
Consult a Professional: For specific legal matters, we strongly recommend consulting with a qualified attorney licensed in your jurisdiction. Legal requirements vary by location and circumstances, and only a licensed attorney can provide advice tailored to your specific situation.
Performance Estimates (*): All statistics, metrics, and numerical claims on this page — including review times, cost comparisons, accuracy percentages, and database size — are estimates based on internal testing, industry research, and typical use cases. Actual results vary based on document type, complexity, length, jurisdiction, and other factors. Cost comparisons reference publicly available average attorney rates and are not guaranteed savings. "1M+ laws and regulations" refers to the breadth of Justee's reference database and does not imply that every provision is checked against every law for every document.
By using our service, you acknowledge that you have read and agree to our Terms of Use and understand the limitations of AI-powered legal analysis. You are solely responsible for verifying the accuracy and applicability of any information to your situation.
Upload your document above to get started. No sign-up required.
Need more reviews? Create a free account
Last updated: May 13, 2026
© 2026 Justee. All rights reserved.
