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Last1 Business Structure

Version: 1.0 Effective date: 2026-02-06 Status: Authoritative — governs entity definitions, pricing, branding, and inter-entity relationships


1. Entity Definitions

Last1.org (501c3)
  └─ Owns standards, certification authority, governance

Last 1 Enterprises, LLC (Texas)
  ├─ Last1.app (platform)
  ├─ RadioCheck (feature + mobile client)
  └─ RealOutcomes (product line, internal)

[Future]
RealOutcomes, Inc. or LLC
  └─ Licensed data + analytics (spun out when ready)

Last1.org — 501(c)(3) Nonprofit

Legal name: Last1.org (nonprofit corporation) Domain: last1.org Tax status: 501(c)(3) tax-exempt Jurisdiction: To be filed

Purpose: Last1.org is the standards body and certification authority. It publishes the Last1 Standards, governs certification states, conducts certification reviews, and maintains the governance framework that underpins the entire ecosystem.

Last1.org owns: - The Last1 Standards (all documents in standards/) - The certification marks ("Last1 Certified," "Last1 Verified") - The governance and appeals framework - The right to grant or revoke certification status

Last1.org does NOT: - Sell software or SaaS subscriptions - Process Stripe payments for platform access - Operate the Last1.app platform or RadioCheck - Employ engineers or product staff (unless grant-funded for standards work)

Revenue sources: - Foundation grants and philanthropic funding - Licensing fees from Last 1 Enterprises, LLC (see Section 3) - Certification review fees (program revenue, directly mission-related) - Speaking, consulting, and research commissions

Public obligations: - Annual Form 990 (publicly available) - Published governance framework and standards revision history


Last 1 Enterprises, LLC — For-Profit Entity

Legal name: Last 1 Enterprises, LLC Domain: last1.app Tax status: For-profit LLC (Texas) Jurisdiction: Texas

Purpose: Last 1 Enterprises, LLC builds, operates, and sells the Last1.app platform and RadioCheck. It is the commercial entity that takes all SaaS subscription revenue, employs staff, and contracts with customers.

Last 1 Enterprises, LLC owns: - All software, source code, and intellectual property for Last1.app - All software, source code, and intellectual property for RadioCheck - RealOutcomes (as internal product line, until spin-out) - Customer relationships and subscription agreements - Stripe accounts, payment processing, and billing infrastructure - All operational infrastructure (Railway, Supabase, Cloudflare, etc.)

Last 1 Enterprises, LLC does NOT: - Set or change certification standards (that's Last1.org) - Make certification decisions unilaterally (governed by Last1 Standards) - Represent itself as a nonprofit or tax-exempt organization - Use Last1.org's tax-exempt status for commercial purposes

Revenue sources: - SaaS subscriptions (see Section 4) - SMS/messaging usage fees - API access fees - Professional services (onboarding, custom integrations)


RealOutcomes — Internal Product Line (Future Spin-Out)

Domain: realoutcomes.app (or subdomain of last1.app — TBD) Operated by: Last 1 Enterprises, LLC (currently internal product line) Future entity: RealOutcomes, Inc. or LLC (when revenue justifies spin-out)

Purpose: RealOutcomes is a public-facing outcomes intelligence platform that analyzes publicly available data and signals related to nonprofit reporting and outcomes claims (990s, annual reports, evidence indicators). It serves funders, journalists, policymakers, and researchers — the demand side of the accountability ecosystem. RealOutcomes presents analysis, not verdicts; users draw their own conclusions.

Current status: Standalone codebase, separate Supabase instance, not yet integrated with Last1.app. Operated as internal product line under Last 1 Enterprises, LLC.

Future integration: RealOutcomes will read from Last1.app's certification and outcome data via API, creating the flywheel:

Org gets certified on Last1.app
  → Verification data feeds into RealOutcomes
    → Funders/donors discover verified orgs on RealOutcomes
      → More orgs seek Last1 certification
        → More subscriptions to Last1.app

Revenue model (future):

Access Level Price Audience
Public Free Anyone — view analysis, basic indicators
Researcher $29/mo Full data, comparisons, exports
Institutional $199/mo API access, bulk data, grant tool integrations
Data Licensing Custom Foundations/government licensing analysis data

2. The Relationship Between Last1.org and Last 1 Enterprises, LLC

Licensing Agreement

Last 1 Enterprises, LLC operates under a formal licensing agreement with Last1.org. This agreement grants Last 1 Enterprises, LLC:

  • The right to use the "Last1 Certified" and "Last1 Verified" certification marks in its platform
  • The right to reference Last1 Standards in its product
  • The right to facilitate certification reviews on behalf of Last1.org
  • The obligation to enforce Last1 Standards within the platform (no gaming, no misrepresentation)

Financial Relationship

                         SaaS Revenue
  Customers ──────────▶  Last 1 Enterprises, LLC (for-profit)
                              │
                              │  Licensing fee (10% of gross revenue)
                              ▼
                         Last1.org (nonprofit)
                              │
                              ├── Standards development
                              ├── Certification reviews
                              ├── Governance & appeals
                              └── Research & advocacy
  • Licensing fee: 10% of Last 1 Enterprises, LLC's gross SaaS revenue, paid quarterly to Last1.org
  • Certification review fees: When an organization applies for Certified status, Last1.org may charge a separate review fee (typically $500-$2,000 depending on org size) paid directly to Last1.org as program revenue
  • Founder compensation: The founder may receive reasonable compensation from both entities — salary from Last 1 Enterprises, LLC for operating the platform, and a stipend from Last1.org for governance work. Any compensation paid by Last1.org shall be reviewed and approved by the board (or advisory board in the absence of a formal board), benchmarked against comparable roles at similarly-sized nonprofits, and documented in compliance with IRS intermediate sanctions rules (IRC §4958).

Governance Separation

  • Last1.org has its own board (or advisory board) that governs standards
  • Last 1 Enterprises, LLC operates independently on product, pricing, and engineering decisions
  • Last 1 Enterprises, LLC may NOT override Last1.org's certification decisions
  • Last1.org may NOT dictate Last 1 Enterprises, LLC's product roadmap or pricing

This separation is essential for: - Maintaining Last1.org's tax-exempt status - Ensuring certification integrity (the certifier can't be controlled by the commercial entity) - Building trust with funders and government partners who need to see independence

Precedents for This Model

Nonprofit For-Profit/Commercial Relationship
Mozilla Foundation Mozilla Corporation Foundation owns Corp; Corp builds Firefox
B Lab B Corp certified companies B Lab certifies; companies pay and use the mark
Fair Trade USA Licensed producers/retailers Fair Trade sets standards; companies pay to use the seal
Linux Foundation Member companies Foundation stewards; companies contribute and use
USGBC (LEED) Green building consultants/tools USGBC certifies; commercial ecosystem builds around it

3. Transparency Commitment

Last 1 Enterprises, LLC will publish a quarterly Transparency Report as a public page on last1.app. This report includes:

  • Revenue: Total MRR, subscriber count by tier, growth rate
  • Costs: Infrastructure, messaging (SMS/email), and operational costs
  • Licensing flow: Amount paid to Last1.org and what it funded
  • Product metrics: Organizations onboarded, beneficiaries served, check-ins sent
  • Roadmap highlights: What was shipped, what's coming

Why

Last1 is an accountability platform. Radical transparency about its own operations is not a liability — it is the strongest possible trust signal to nonprofits, funders, and government partners. If we ask organizations to prove their outcomes, we must prove ours.

Boundaries

  • Publish aggregate revenue, not individual customer data
  • Do not publish security infrastructure details
  • Do not publish data that could identify beneficiaries
  • Annual Last1.org Form 990 is published separately (legally required)

4. Last1.app Pricing

Tier Structure

Tier Monthly Annual Target Customer
Starter $0 $0 Small orgs exploring accountability, grassroots groups, peer-led programs
Pro $99/mo $950/yr (save ~20%) Funded nonprofits with staff, orgs with grant-reporting needs
Certified $299/mo $2,900/yr (save ~20%) Orgs seeking the public trust credential for funders and stakeholders
Coalition $1,000–$3,000/mo Custom annual Multi-org networks, state agencies, health systems, large coalitions

Tier Feature Matrix

Capability Starter Pro Certified Coalition
Programs 1 10 Unlimited Unlimited
Beneficiaries 25 500 Unlimited Unlimited
Outcomes per program 5 50 Unlimited Unlimited
Staff users 1 10 Unlimited Unlimited
Check-in history 14 days 1 year Full Full
Internal dashboards Yes Yes Yes Yes
Auto-generated reports -- Yes Yes Yes
CSV exports -- Limited Full Full
Radio Check: Manual check-ins 1 campaign / 25 people 10 campaigns / 500 people Unlimited Unlimited
Radio Check: Scheduled campaigns -- Yes Yes Yes
Radio Check: Escalation workflows -- Yes Yes Yes
Radio Check: Silent risk detection -- Yes Yes Yes
Radio Check: Emergency (Red) handling -- -- Yes Yes
Radio Check: On-call routing -- -- Yes Yes
Public verification page -- -- Yes Yes
Certification review -- -- Yes Yes
Ongoing integrity monitoring -- -- Yes Yes
Evidence vault (file uploads) -- Yes Yes Yes
Bulk beneficiary import -- Yes Yes Yes
Cross-org coordination -- -- -- Yes
Shared accountability frameworks -- -- -- Yes
API access -- -- -- Yes
EHR/case management integrations -- -- -- Yes
Dedicated support -- -- -- Yes
SLA guarantees -- -- -- Yes
Audit logs (full) -- -- Yes Yes

SMS/Messaging Included

Tier SMS Included/Month Overage Rate
Starter 50 Not available (must upgrade)
Pro 500 $0.05/message
Certified 2,000 $0.03/message
Coalition Custom volume Volume pricing

Pricing Philosophy

  1. Starter is free because the on-ramp must be frictionless. A VSO should be able to start checking in on veterans today, before any budget conversation.

  2. Pro at $99/mo is the "grant budget" threshold. Most program directors can expense $99/mo without board approval. The ROI is obvious: it replaces 20-40 hours/year of manual funder reporting.

  3. Certified at $299/mo is the certification premium. Organizations aren't paying for more features — they're paying for the public trust mark. A single $50K grant that cites "Last1 Certified" status pays for 14 years of subscription.

  4. Coalition is enterprise pricing. These buyers have procurement budgets. $1,000-$3,000/mo is standard for institutional SaaS in the government/health system space.


5. RadioCheck — Product Positioning

RadioCheck Is a Feature of Last1.app

RadioCheck is not a separate product. It is the wellness check-in capability built into Last1.app. The brand name "Radio Check" is used as a feature name within the platform, similar to how Slack uses "Huddles" or GitHub uses "Actions."

Campaign management (creating campaigns, setting cadence, configuring escalation rules, viewing analytics) happens within Last1.app's web interface.

The RadioCheck mobile companion app (React Native/Expo) is how beneficiaries receive and respond to check-ins on their phones. It is a lightweight client that authenticates against the same Supabase instance as Last1.app.

User Access by Role

Role Cost Access
Veterans / Beneficiaries Always free Receive check-ins (SMS/email/push), respond, view own timeline, validate outcomes, member portal
Veteran supporters (family, peer mentors, care network) Always free Receive escalation alerts, view check-in status for people they support
Organization staff (program managers, case workers) Included in org's Last1.app tier Campaign management, response dashboard, escalation handling
Organization admins Included in org's Last1.app tier All staff access + billing, settings, member management, audit logs

Why Veterans and Supporters Are Always Free

This is non-negotiable and foundational to the mission:

  • Beneficiaries are the subjects of care, not the customers. Charging them would create a barrier to the very population the platform exists to serve.
  • Veteran supporters (family members, battle buddies, peer mentors) are part of the care network. Charging them would reduce the safety net around at-risk individuals.
  • The organization is the customer. They pay for the tools to manage and monitor campaigns. The people receiving care never pay.
  • This aligns with Last1 Standards: "Participation is optional and non-determinative." Charging for participation would contradict this principle.

RadioCheck Mobile App — Technical Relationship

The standalone RadioCheck codebase (/Developer/RadioCheck) currently has: - Its own Supabase database with last1_* prefixed bridge tables - Its own auth system - Its own tier/pricing system - A useLast1Integration hook that bridges identities between databases

Target state: The RadioCheck mobile app authenticates directly against Last1.app's Supabase instance. The bridge tables, separate tier system, and duplicate Stripe integration are eliminated. RadioCheck becomes a thin mobile client, not a separate platform.

Migration path: 1. Point RadioCheck auth at Last1.app's Supabase project 2. Remove RadioCheck's standalone billing — orgs manage everything through Last1.app 3. Keep the mobile UI for beneficiary-facing features (check-in responses, timeline, care network) 4. Remove org-management screens from RadioCheck mobile — those live in Last1.app web


6. Branding and Verbiage Rules

These rules govern how entities are referenced throughout all codebases, marketing materials, legal documents, and UI.

Entity References

Context Correct Incorrect
Standards documents, certification, governance Last1.org or "Last 1" (the nonprofit) Last1.app, Last 1 Enterprises, LLC
Software platform, subscriptions, features Last1.app or "Last 1" (the platform) Last1.org
Legal entity operating the platform Last 1 Enterprises, LLC Last1.org
Terms of Service, Privacy Policy — "provided by" Last 1 Enterprises, LLC Last1.org*
Support email support@last1.app support@last1.org
Legal/privacy email legal@last1.app legal@last1.org
Standards publication URL https://last1.org/standards --
Platform URL https://last1.app https://last1.org
System admin auto-grant (internal) @last1.org emails --

~~Current terms/privacy pages incorrectly reference "Last1.org" as the service provider.~~ ✓ Fixed — all legal pages now correctly reference Last 1 Enterprises, LLC.

Feature Names

Feature Correct Name Used In
SMS/email wellness check-ins Radio Check Last1.app feature label, sidebar, campaign pages
The mobile app for beneficiaries RadioCheck (one word) or "the Last1 companion app" App stores, mobile app UI
Certification levels Last1 Certified, Last1 Verified Public verification pages, badges
The standards framework Last1 Standards Standards documents, onboarding
The accountability platform Last1.app or "Last 1" Marketing, UI, general references
The outcomes intelligence tool RealOutcomes Separate product, future integration

What to Change in the Codebase

✓ All entity references have been updated (2026-02-10)

File Status
client/src/pages/terms.tsx ✓ Updated to Last 1 Enterprises, LLC, legal@last1.app
client/src/pages/privacy.tsx ✓ Updated to Last 1 Enterprises, LLC, privacy@last1.app
client/src/pages/support.tsx ✓ Updated to support@last1.app
server/routes.ts ✓ Fallback URL now https://last1.app
client/src/pages/onboarding/index.tsx No change needed (standards belong to the nonprofit)
server/customAuth.ts No change needed (governance team uses .org emails)

7. Revenue Projections (Year 1)

Conservative Scenario

Tier Orgs (Month 12) Monthly Revenue
Starter (free) ~200 $0
Pro ($99/mo) 35 $3,465
Certified ($299/mo) 12 $3,588
Coalition ($1,000+/mo) 3 $4,500
SMS overage -- ~$300
Total MRR 50 paying $11,853
Annual Run Rate $142,236

Licensing fee to Last1.org (10%): ~$14,200/yr

Growth Scenario (Year 2)

Tier Orgs (Month 24) Monthly Revenue
Starter (free) ~800 $0
Pro ($99/mo) 120 $11,880
Certified ($299/mo) 45 $13,455
Coalition ($1,000+/mo) 8 $12,000
SMS overage + API fees -- ~$1,500
Total MRR 173 paying $38,835
Annual Run Rate $466,020

8. Immediate Actions

  1. ~~Form Last 1 Enterprises, LLC~~ ✓ Already formed (Texas LLC). Open a business bank account and Stripe account under this entity if not already done.
  2. ~~Update legal pages~~ ✓ Done — terms, privacy, support now reference Last 1 Enterprises, LLC and @last1.app emails.
  3. ~~Align Stripe products~~ ✓ Done — scripts/seed-products.ts updated with 4-tier model.
  4. ~~Update the pricing page~~ ✓ Done — self-service checkout for Pro and Certified, with annual/monthly toggle.
  5. Draft a licensing agreement between Last1.org and Last 1 Enterprises, LLC (can be simple — 1-2 pages to start).
  6. Publish the first Transparency Report once there's revenue to report.
  7. Begin RadioCheck consolidation — point the mobile app at Last1.app's auth, remove standalone billing.

End of Business Structure v1.0