Series A term sheet review — am I screwed?

I've been trying to resolve this on my own but I'm stuck.

Series A term sheet review. I've been dealing with this for about 11 months now and the situation isn't improving.

I have already consulted briefly with a lawyer but did not get a clear answer.

What are the risks if I pursue this? What's the likely timeline?

The headline terms sound reasonable for a 2026 Series A. But term sheets have important details beyond valuation and board seats. Red flags and negotiation points to watch for:

1. Option pool: Is the option pool "pre-money" or "post-money"? A 15% pre-money pool effectively dilutes YOUR valuation, not the investor's. This is the most common way valuations are subtly reduced.
2. Anti-dilution type: "Broad-based weighted average" is standard and fair. "Full ratchet" is aggressive — it means if you do a down round, the investor's conversion price drops to the new lower price. Push for weighted average.
3. Protective provisions: What veto rights does the investor get? Standard: new equity issuance, sale of company, debt above $X. Overreaching: blocking new hires, marketing spend, office changes.
4. Drag-along threshold: At what approval level can shareholders force a sale? Standard is majority of preferred + majority of common.
5. Pay-to-play: Does the investor lose their preferred rights if they don't participate in future rounds? This protects you from a non-supportive investor blocking your next raise.

Budget $15K-$25K for a startup attorney to negotiate the definitive documents. The term sheet is a starting point — the real negotiation happens in the stock purchase agreement, investor rights agreement, and voting agreement.