There are some investments that take years to make. They are often our best investments. Quizlet took something like five years to go from a company we got interested in to a USV investment.

In March 2009, we hosted an event we called Hacking Education. That was the official start of our focus on education. From that event came a thesis on how we would approach investing in education. We would invest in lightweight services and networks that allowed anyone to learn anything. We would not invest in services sold top down to the existing K-12 and higher education system. We wanted to obliterate, not automate.

We started hunting around for services and networks that fit our thesis. One that caught our attention was Quizlet, the leading web and mobile studying tool. We got an intro through Christina. Eventually Andy got a meeting. We found out that Quizlet had been bootstrapped, was profitable, and was not interested in raising outside capital. But Andy did not take no for an answer. He kept calling on them. He brought me to meet the two Quizlet leaders, Andrew and Dave, in September 2012. We got the same story in that meeting but we did make an impression. We started inviting them to our events in SF and they usually would come. So we kept doing that and kept stoping by to say hi when we were in SF.

Earlier this year Dave called me to say that they were going to raise outside capital. He and Andrew had concluded that the opportunity to build and develop peer to peer learning and studying tools for web and mobile was so large that they could not continue to bootstrap. So we jumped onto the opportunity and threw ourselves at it. That process had a number of fits and starts but we hung in there and eventually the financing came together the way Andrew and Dave wanted it to and we joined our friends at Costanoa, Altos, and Owl in a $12mm Series A round for a ten year old company. Just writing those last few words makes me happy. You don’t see many Series A rounds for ten year old companies. But when you do, they are generally good ones to do.

So what is Quizlet? Well if you have kids in middle, high school, or college, they probably use it. Quizlet is a studying/learning tool written by Andrew Sutherland for his own use ten years ago when he was studying for a french test. He put it out on the web a bit later. He was joined by Dave Margulius who helped him turn Quizlet into a business by implementing an elegant freemium business model. Quizlet is free for anyone to use. But if you want to do certain higher value things, you can pay a small amount every month for access to them.

Quizlet lets anyone create a study set and practice it online and on mobile. And it also allows anyone to use someone else’s study set. Quizlet is peer to peer learning. Over 100mm study sets have been created by users and over 1bn study sessions have been done on Quizlet. Quizlet has been a top ten education app in the mobile app stores for years, a fact I was constantly reminded of every time I went to look at the education category in the years we were chasing this investment.

Here are some examples I just found by searching around:

Just imagine a massively open database of 100mm study sets like that which is growing by the day. And you get why we have been and continue to be so interested in Quizlet.

There are over 7bn learners on planet earth. Within a decade, the vast majority of them will have a mobile device connected to this massively open database of study set which is available for free. These 7bn learners will be able to contribute and consume these study sets. And in the process the world will become more educated and more literate. That is hacking education and that is why USV is so excited to, finally, be an investor in Quizlet.

#hacking education

Comments (Archived):

  1. JLM

    .I used Quizlet years ago to study for my FAA Instrument Pilot exam on which I made 100%. It is a great study tool and the ability to customize it then was fantastic.This is a great learning tool.JLMwww.themusingsofthebigredca…

    1. Richard

      Always felt the power of setting up a study set, was setting up the study set itself

      1. JLM

        .No question about it. Making flash cards and then using is one part making and one part using.JLMwww.themusingsofthebigredca…

        1. Richard

          the power of card is the creative juice you pour into it.

      2. laurie kalmanson

        just add sharing

        1. Richard

          I always had a hard time working with third party study aids. Not impossible just rare (like dating). Even the visuals of quizlet just make my head spin. (I’m sure I’m the exception)

          1. laurie kalmanson

            different learning styles … what would be yours?(i minimize the motion on my iphone)

          2. Richard

            What do you mean by minimize the motion?

          3. laurie kalmanson

            the animations — the expand/contract/whoosh — it’s in settings, under accessibility

      3. K_Berger

        I had a teacher in high school who would let us have a 3×5 note card as a cheat sheet for his tests. So everyone crammed as much information as they could on that card. Inevitably, whatever I had written on the card I remembered without it (which, of course, was the teacher’s goal from the beginning).

        1. Richard

          Bingo! I tried to explain this to a physical chemisty professor I had at the Colorado School of Mines. He would have no part in even letting me bring the card into the class room before the test. I can still remember everything I put on the card.

      4. fredwilson

        yessssssssss, exactly

  2. awaldstein

    There is a lot of joy in the post and announcement.Congrats to all parties involved.

  3. gregorylent

    yay, something good for the world ..

  4. BillSeitz

    My kids have often been Quizlet users, so I’m a fan.Sadly, it feels like a *bigger* % of education startups are in the Automate category these days.

  5. benstern0

    I started my career as a teacher and then a “technology integrator” in schools. Every student used Quizlet, and it was one of the very few tools that had a meaningful impact on their learning.There are hundreds of new edtech applications targeting every facet of teaching and learning – most without much impact but lots of complexity. Schools are scrambling to drink from the firehose, wishing they could filter for simple, impactful ones. When a tool emerges that kids and teachers love that requires minimal training, everyone wins. Quizlet is that kind of tool.Congrats on a great investment that will continue to have a real impact.

    1. Michael Elling

      Does Quizlet or any other of the multitude of learning apps look to work with eachother, or allow the user to integrate aspects of different apps?

      1. benstern0

        Edtech is still relatively young as an ecosystem, since k-12 moves slowly and it’s been hard to prove the efficacy of tools. As the best instructional tools start to dominate – something that’s beginning to happen and will become more pronounced in these next few years, I think – interoperability is going to be essential. Right now, more ubiquitous platforms like Dropbox (where I work) and Google Drive serve to link the variety of apps kids and teachers are using, but I do think the apps themselves will and should get better at interacting directly.

    2. Kirsten Lambertsen

      Have you seen ClassCraft? Would be really interested to learn your take on it, if you have.

      1. benstern0

        I haven’t, but it looks really interesting. I’m skeptical of how successful gamification will be, but it has huge potential. I’ve seen students do absolutely incredible work with Minecraft in their history classes, for example.

        1. Kirsten Lambertsen

          Employing game *mechanics* (which doesn’t necessarily mean adding games or playing games) to education is really interesting to me right now.The idea that traditional classes basically use the least effective form of motivation, hanging onto your grade, vs starting at zero and seeing how high you can level up and how many goodies you can unlock (what makes games successful), is especially compelling, I think.

          1. Stephen Voris

            It seems a bit odd that the “least effective form of motivation” is so prevalent; I suspect this is linked to the phenomenon of grade inflation.Actually, come to think of it, grade inflation itself may have something to do with there being only so many letters, so to speak (whether you call it an ‘A’ or a ‘4.0’). Relaxing that upper bound opens up a lot of opportunity, but also a bit of a can of worms when it comes to figuring out what will ‘score points’ or earn a badge.

          2. Kirsten Lambertsen

            So many of the ways we “do” education were created a very long time ago.Some interesting and basic thoughts on game mechanics in education here (apologies ahead of time for the goofy voice effect they use!):https://youtu.be/MuDLw1zIc9…I’ve been reading Yukai Chou on game mechanics. But he doesn’t talk directly about the classroom (so far in my reading).

    3. fredwilson

      wow, that is so great and validating to hear

  6. LE

    We found out that Quizlet had been bootstrapped, was profitable, and was not interested in raising outside capital. But Andy did not take no for an answer. He kept calling on them.I wonder to what extent that “not interested” makes an investment more attractive to an investor [1] by creating forbidden fruit. I also wonder if there is a difference in investors for example with women vs. men [2], sports guys vs. not sports guys etc. [3][1] Worked well when Madoff did that.[2] Certain men don’t like to lose and will pursue a women more if she turns him down.[3] That never works with me for example since I am not competitive in that sports kind of way is my theory (n=1).

    1. fredwilson

      a lot to this investor

  7. Elia Freedman

    There’s a few things in this post that really jumped out at me, besides the obvious excitement in the opportunity to fund the business:1. Long standing businesses are not bad investments. I get the feeling that many investors would look at a ten years old company and say no investment simply because they’ve been around. It would have taken off by now!2. Simple business model is very important. Make it easy for people to see what they are going to get for the money they are spending.3. Secondarily, we don’t have to charge everyone to use the app to be profitable, and we can bootstrap to profitability even with SaaS. Give away the core, charge for high value stuff that people will care about. Markets are so enormous now that even 5% paying is a huge number.4. Networks still win even though networks have been built for years. And communities can be built around niche ideas and still be massively large.Thanks, Fred! Great reminders.

    1. LE

      I get the feeling that many investors would look at a ten years old company and say no investment simply because they’ve been around. It would have taken off by now!And in fact they don’t, as Fred said:You don’t see many Series A rounds for ten year old companies. But when you do, they are generally good ones to do.In any investing there is a bias like that for multiple reasons. [1] One is simply the element of chance and moonshot is gone and the gambler reflex is greatly muted. And investors will wonder if they are the fool at the table in the transaction. Age is another similar case. In startups there is no question that there is a halo around younger people and I don’t think anyone is going to deny that. A nice halo goes a long long way in getting people to take a chance on someone.[1] In real estate purchases (listing time newly listed is almost always better) and in dating (someone not married by the time they are in their 40’s without a good story as to why that is the case is not viewed favorably). I even have a saying for all of this “all the good merchandise (where merchandise can be any person, place or thing) gets snapped up early).

      1. Elia Freedman

        Good points, although discouraging. I pretty much gave up on funding. I’m stale and over 40!

        1. LE

          Another advantage of young people – they aren’t discouraged as easily. While there are many reasons for this, one is certainly that they don’t know enough to understand how unlikely success actually is and aren’t familiar at all with the battles that they will face.

          1. Elia Freedman

            I have lots of problems but being discouraged isn’t one of them! (18 years.)

          2. jason wright

            we all have amnesia at birth.

    2. Kirsten Lambertsen

      Nice summary, thank you!

      1. Elia Freedman

        You are welcome. πŸ™‚

    3. ShanaC

      sometimes the world has to catch up to a business

  8. John Weidner

    Congrats Quizlet! Well deserved.

  9. LIAD

    Nice to see the VC business is a grind just like the businesses of the entrepreneurs you invest in.Comrades-in-arms.

  10. JimHirshfield

    My kids use it!

    1. Rohan

      Ultimate validation. πŸ˜‰

  11. LE

    As far as creating your own quizzes I can definitely see a benefit using quizlet.However it’s not clear to me how you are supposed to know which study guide to use or which actually has correct info if “anyone can create one”.For example:https://quizlet.com/subject…How does anyone know whether the resulting flash cards or answers are even correct?I spot checked a few things on another subject that I know a great deal about and wasn’t particularly happy with the format, presentation, or the answers that were given. This might be more of an artifact of the entire testing process which requires you to reply with memorized information that is of little use in actual practice (example attached..) Might work ok for Jeopardy answers possibly….

    1. Richard

      The creative could never use quizlet, but there are way more non-creatives than creatives

    2. laurie kalmanson

      my kid has used it for group study and individual study for several years; they make their quiz sets from the assigned work / work that’s covered in the homework — verbs, nouns, spelling; math rules, times tables; state capitals; etc.think flashcards, but better.i can imagine it being useful all thru the higher grades, for learners who learn that way — equations for trig; chemistry; etc.

      1. LE

        I think study groups are perhaps helpful in terms of learning information to take tests. But I think that study groups are a detriment in learning to think and to overcome adversity. So I guess it depends on the subject matter and the reason for learning something. I don’t think anything will ever exceed the benefit of beating your brains out for hours in trying to learn someone without anyone’s help (or without doing a google search). That’s when you really learn something. If you don’t have time to do that then cut out playing your video games. Learning how to think and how to learn is super important especially because later in life when having to make decisions (for anything really work or personal) you won’t have a group of people to help you out. It will be all on you.Stuff you learn in real life and not by taking tests example or in school.I am helping someone now who just got a bill from an attorney that they hired. The attorney billed them roughly $5000 which was a significant reduction off of what they should have been charged (bill was low). The entrepreneur (who by the way had worked at google – they passed that filter) was upset and miffed. You know why? They said that that attorney had quoted them $500 flat rate for the work total. I know the attorney had said $500 per hour was the rate not $500 flat. [2] Plus if you had been around the block you would known that no attorney would quote a flat rate for this type of work. Simply not done. So the entrepreneur learned a valuable lesson (which will be paid for by their investors). And so did the attorney. [1][1] I had also chided the attorney for not getting a retainer from the entrepreneur. Or getting an engagement letter. And I even mentioned that to them multiple times.[2] I had also discussed this with the entrepreneur as well. The other partners rate was lower than $500 was the context.

        1. Richard

          Disgraceful for any lawyer to charge that for any type of startup work

          1. LE

            What do you mean by that exactly? You think $5000 is disgraceful?

          2. Richard

            $500 hr

          3. LE

            So then what do you think is the appropriate charge (for a startup or any company for that matter)?

          4. Richard

            What type of work? Please, no names.

          5. LE

            Contract work.

          6. Richard

            let’s approach this from a little different angle. In the event of a breach of contract of the contracting party what would you say is An estimate of the damages to the entrepreneur? How difficult would it be to prove the one or more breaching events? How thorough was the contract with respect to these questions? That is, did the contract specify monetary damages for the breaching events? Think of a contract as insurance and the cost to associated with the contract as the insurance premium.

          7. LE

            Short answer: Nobody is going to sue anybody over this particular contract although the party that hired the attorney stands to lose a great deal if something goes wrong. As such the contract is only as good as the other party that signs it which can’t easily be determined in this case.Otoh I have dicked around with attorneys that represent tenants that are probably charging $350 to $500 per hour on a lease that runs maybe $2500 per month let’s say and we are not talking long term leases either. And the attorney will nitpick or even (gasp) negotiate on the clients behalf (Physicians). Which is a really really bad idea when you are dealing with someone like me (venus fly trap in a sense you might say). [1] In a few cases the attorney was so busy and stalled so much they not only ended up paying an attorney for contract review but they also paid me more rent because their clock had run out. I felt bad actually (for the client) but business is business. I also told the realtor to tell them that their attorney fucked up greatly.And the other day an attorney for a tenant actually said to me with respect to a proposal he had “or if not they will just move on” (move out in other words). To which I replied “ok that’s fine then have them move out because for sure they will not only break a lease but they will then have to move their entire office and practice and find a new location in less than 30 days…. yeah that’s actually going to happen”. I also told him “nice bluff unfortunately I don’t need the money as much as your client needs the space”. Which was totally unusual for me since I never never ever break character and I never ever tell someone that I know that they are bluffing. Never ever. Not my style. But I just couldn’t resist with this guy. It was a joy to hear him immediately stammer down from his perch.

          8. PhilipSugar

            This is what I call asymmetrical billing. When you are charging a fixed rate, lets say for rent and you are negotiating against somebody that gets paid by the hour they love burning up time.They way you win as you say is to have them on the meter for the fixed rate.Attorney rates suck, but as you say they make a big difference and the attorney’s complain the only way they make more money is to charge more.

          9. LE

            I think with small clients an attorney is not looking to burn more time then they have to. No client wants to get a big bill for a small deal and no attorney wants to waste and eat their own time.As a result my strategy in a case like this is to do almost the opposite. Same as when I am dealing with realtors. Seem reasonable and easy to work with (which I am). And really quick to decide things. Really quick. Door number two is perhaps another alternative which takes more time and effort. (I can also be the door number 2 if they don’t take the initial deal). Why wouldn’t an attorney want to maximize and have an easy deal and please the client if they could? Ditto for a realtor. I got a great deal from a realtor on a property simply because realtor knew I could close quickly (as soon as I can get title insurance) and it was all cash and I would decide immediately. I even take his calls on the 3rd ring. So does he want to spend his time getting his client 10% more and put in extra effort? Of course not. The third ring and quick getting back is super critical in pleasing either overworked or lazy people.

          10. LE

            Since I’ve done a bit of consulting I actually have empathy for the situation that attorneys are in with respect to their billing. I didn’t previous to that.

          11. LE

            As reference (and this was not “startup work” by the way) this post which happens to mention Fred’s thoughts (came up first in a google search):http://www.lexisnexis.com/l…I will note that it is almost certain that any attorney that offers a package to a startup (if he is a good attorney) is or will cut a deal in order to pick up more lucrative work later so the early reduced fee work serves as an advertisement or marketing fee. Perhaps even to the investor who feeds him clients. Plus if the work is routine and boilerplate it’s easy to offer a fixed rate if there are not many deal points and back and forth to get hung up over. The bottom line in the end anyway is not the hourly rate but the value that you get for the money and the potential problems that are avoided.

  12. PhilipSugar

    This was definitely a bright spot in my morning. With all of the emphasis on “overnight” successes and the fly in do the transaction, it is great to see a ten year old company take investment after a six year courtship.

  13. laurie kalmanson

    my kid’s school recommends and uses it; kids have been making their own since about third grade; it’s a wonderful interactive shared learning tool; also great for individual study.

  14. pointsnfigures

    Congrats. One of the things you said about bootstrapping for 10 yrs before raising VC-Quizlet is taking on a hairy monster. It’s a long term play. Education will change big time in the next ten years because it has to. I 1000% agree with Fred that I don’t want to invest in companies that sell into the top down silo. It needs to be blown up. The government mandated bureaucracy hasn’t been able to innovate and keep up, and there is no reason they will in the future. I have made a couple of investments in this space; brilliant.org and dabble.co. Dabble is rolling out DabbleKids.com in the coming weeks.

  15. James Ferguson @kWIQly

    >> a $12mm Series A round for a ten year old company. Just writing those last few words makes me happy. You don’t see many Series A rounds for ten year old companies. But when you do, they are generally good ones to do.At vintage 2008 bootstrapped I guess we are three-quarters of the way there – watch this space πŸ™‚

  16. jason wright

    “Costanoa, Altos, and Owl” – really? i think you’re making it up as you go along. has this blog ever been audited?

  17. DJL

    For those of us running a business for 10 years – this is a great story. I’m glad they didn’t get labeled a “lifestyle business”. Sometimes your real business stumbles upon an opportunity that is bigger than you. Then it is time to scale. Nice work.I am definitely going to turn my kids onto this if they are not already there. No better way to learn something than to prepare to teach it so somebody else.

    1. LE

      The Beverly Hillbillies with oil are not the Beverly Hillbillies. This deal was done because the investors liked what they were doing and it fit with their thesis plus they had pursued the investment earlier on.Not only that but there was total “secondary meaning” to the investment. It’s something they were familiar with personally (I can tell that just by the comments on this post by everyone). As a result it stood higher than a company that was operating for 10 years in a field that they were not interested in that their kids and their kids friends did not use and that they never heard of.

      1. DJL

        Of course. Still trying to find a silver lining.

  18. Kirsten Lambertsen

    That’s a really great story πŸ™‚ Can’t wait to ask my husband, the high school chem teacher, if his students are using it!USV’s education investments are my favorites, I think. I recommend them to people all the time, and use them, myself. I do hope and dream of a revolution in education that will make it possible for everyone to access the very best education they can.

  19. Semil Shah

    For the record here. Years ago, before I started investing on my own, I had caught up with Andy in SF for b’fast and (as I have with Fred and Albert many times in the past), sauntered around the idea of trying to find any way to work with them and learn. During this particular breakfast, Andy said, “Here’s what would be helpful: Get me Quizlet.” I wasn’t investing myself at this time, but trying to crack into the industry. I found a way to meet Quizlet on my own and visited them many times. I tried to see if they’d be open to VC and the answer was always “no thanks.” While I tried a few times and had Andrew, the CEO, on my show at TechCrunch that year (http://techcrunch.com/2012/…, I sort of gave up. I think most investors give up after a while. I told Andy the same. So, I was really happy when I saw Fred’s post this morning and sent Andy a note. Andy didn’t give up.

    1. LE

      In what I do (negotiation) a reply of “not interested” is often just another way of saying “show me the money”. [1] Only exception that I have found is with people who don’t need money (say google/apple/facebook or any large corporation). In that case a different approach is needed to make something happen.It would be interesting to know what deal terms were negotiated for this investment vs. an investment where the founders came knocking or were more receptive to taking money.[1] And in fact I’ve done this many times myself when on the other side of a transaction.

  20. mikenolan99

    Someone much smarter than me once pointed out that it takes about 7 years to become an overnight success…

  21. William Mougayar

    Congratulations. I’ve known about Quizlet for 2.5 years, and actually have used them in one of my blog posts on Startup Culture by incorporating a quiz on culture at the end of it. I chose them after evaluating a number of alternatives, and I really loved how easy it was to create the test, as well as the various “Study Modes” they offer (flashcards, learn, scatter, etc.). Here’s my Quizlet test on culture, it’s very short and consists of 20 questions:http://startupmanagement.or

  22. Pete Griffiths

    Love this one.

  23. falicon

    Very cool!My kids use/enjoy the product…and in fact, it was front of mind as we (my kids and I) developed the Color Tap game/app ( http://colortapapp.com – v2 is going to have a “study” focus that is *very* inspired by quizlet; actually the Math Mania mode update we just pushed out is a super early peek into that thinking/direction).

  24. sigmaalgebra

    > Just imagine a massively open database of 100mm study sets like that which is growing by the day.So, “100mm study sets like that” — yup, reinforces the problem of finding what’s good.Imagine sets like the one on sine/cosine? Well, it’d be better if they would write, say,sin(30) = 1/2instead ofsin 30 = 1/2And here need to make clear that the argument is in degrees, especially because on the same page havesin Ο€/6 =1/2for which need to make clear that the argument is in radians.Better would be how to know that sin(30) = 1/2, e.g., given right triangle with legs x and y and hypotenuse r with the angle opposite leg y at 30 degrees. Of course, 30 degrees is Ο€/6 radians.But, with sin and cos arguments in radians,e^( i Ο€/6 ) = cos( Ο€/6 ) + i sin( Ο€/6 )so that, from squaring both sides,cos( Ο€/3 ) + i sin( Ο€/3 )= (e^( i Ο€/6 ))^2= (cos( Ο€/6 ) + i sin( Ο€/6 ))^2= cos^2( Ο€/6 ) – sin^2( Ο€/6 ) + 2 i cos( Ο€/6 ) sin( Ο€/6 )so thatsin( Ο€/3 ) = 2 cos( Ο€/6 ) sin( Ο€/6 )andx / r = 2 ( x / r ) ( y / r )and r = 2 y. With y = 1, we have r = 2 so thatsin( Ο€/6 ) = 1/2Then,e^( i Ο€ ) = cos( Ο€ ) + i sin( Ο€ ) = -1so thate^( i Ο€ ) + 1 = 0so that we have e, i, Ο€, 1, and 0 all in one short equation. How ’bout that!Trigonometry was the first college course I taught. It met at 7 AM, and near the end of the fall semester the class was out before the sun came up. I gave tests with a few easy problems for not many points and a few hard problems for many points. At the end, one student had gotten all or nearly all the hard problems and had more than twice as many points as the next best student. She could have left the class after the midterm, taken a 0 on all the rest of the tests and a 0 on the final exam and still been the best student in the class and still made an A. For her, that was no fluke — she went on to get PBK, summa cum laude, and graduate fellowships from Woodrow Wilson and NSF (two years in one award). I married her, and she got her Ph.D. in essentially mathematical sociology.Now a trig course could be just a total riot because could drag in Fourier theory. Done carefully Fourier theory needs much of the power of the first half of Rudin, Real and Complex Analysis, and there is just gorgeous. But, in fact, just Fourier series is much simpler, and that and the closely related Fourier transform for nearly all of applications can be done well with just pictures and a couple of simple facts.Then can do a lot in signal processing of wide variety, antenna theory, music theory, digital filtering, holography, crucial parts of radio astronomy, seismic processing, subsurface geology, basic quantum mechanics of spectroscopy, analysis of time-stationary linear systems, vibration, etc. Any good trig course should end with the last lecture lots of pictures from Fourier theory and its applications. For computing, can introduce the amazing fast Fourier transform of J. Tukey at Princeton and Bell Labs and J. Cooley of IBM Watson Research.

  25. ShanaC

    7b learners – aka everyone in the world πŸ™‚

  26. Chimpwithcans

    This reminds me of the medical information investments you mentioned a while ago – but applying to education in general.

  27. pointsnfigures

    For those that think the VC business is a numbers driven business, read this post again. It’s a people business.

  28. Donna Brewington White

    Just now reading this post. When it showed up in my inbox the other day, it is such a familiar household word for me that I didn’t recognize that it is THAT Quizlet. I have a son whose academic progress is greatly influenced by this tool — has “saved his butt” on a number of occasions. Congratulations on this investment!