Customer Services Agreement

We provide grant lifecycle software plus optional, hands-on professional services that support you through the grant process. Under this Agreement, we agree to perform only the specific services described in the attached or referenced Statement of Work ("SOW") or engagement summary, which lists the selected service package, the deliverables, and the flat fee for that work. If no separate SOW is attached, the service package you selected and paid for at sign-up defines the scope.

Our professional services may include any of the following, as specified in your engagement: assessing your readiness to pursue funding; helping you understand eligibility criteria; organizing and reviewing your documents; researching and identifying potential funding opportunities; preparing and drafting application materials with you; helping you track deadlines and required attachments; and, after an award, helping you organize post-award compliance, reporting, and administration tasks.

The following are the standard service categories and their flat fees. Each fee is a fixed amount for the scope described in your SOW and is described only as a readiness, preparation, administration, subscription, compliance, or reporting fee. Your actual fee is fixed in your SOW.

So there is no confusion about our role, we want to be direct about what this engagement is not. Understanding these limits is a condition of working with us.

We prepare and support; you remain in charge of your own application and your own decisions. We are a software and professional-support provider only. Our role is limited to grant lifecycle software, application-support services, and post-award administration support.

All fees under this Agreement are flat and fixed for the scope described in your SOW. Every fee falls into one of these categories and is described only as a subscription fee, readiness fee, preparation fee, compliance fee, reporting fee, or administration fee. The exact amount for your engagement is stated in your SOW and does not change based on any result.

We want to be completely clear on this point, and it is not negotiable: we never charge a percentage of any grant award, and we never charge any form of success-based, award-based, or outcome-based compensation. Our compensation does not go up, down, or become owed based on whether you are found eligible, whether your application is approved, or whether you receive any funding. No portion of any award, and no amount tied to any award, is ever payable to us.

Our pricing does not include any percentage of an award or any success-based, award-based, or contingent charge of any kind. There is no exception, carve-out, or "where permitted" version of any such charge — no such charge exists in our pricing under any circumstances.

If your engagement requires work clearly outside the agreed SOW, we will describe the additional work and its flat fee in writing and begin only after you approve that additional flat fee in writing. Fees are stated in U.S. dollars and exclude any applicable taxes, which are your responsibility.

Unless your SOW states otherwise, flat project fees (readiness, preparation) are due in full before work begins, and recurring administration fees are billed per period in advance on the same day each period until the engagement ends. Payment is made through the payment method on file, and you authorize us to charge that method for the fees in your SOW.

If a payment fails or is not made when due, we may pause work until payment is resolved. Any deadlines affected by a payment pause are your responsibility, and we are not responsible for opportunities or deadlines missed during a pause. Refund eligibility is addressed in the Termination and Refunds section below.

You are always in control of what gets submitted, and you (or a person you authorize) are the party who submits. We do not submit, file, or transmit any application, form, attachment, or material to any funder or portal. We prepare materials for you and hand them to you for your review, approval, and submission.

Before any application is treated as ready, you must affirmatively confirm, in a record we retain, the following statement: "I reviewed and approve this application for submission." We will not treat any application as final, or release it to you as approved, without this documented customer approval. You are responsible for reviewing all materials for accuracy and completeness before you approve them, because you are the applicant of record and you are legally responsible for what is submitted in your name.

If you do not provide this documented approval, we do not treat the application as approved. You alone (or a person you authorize) then submit the approved materials to the funder or portal.

For every opportunity, you are the applicant of record and the party responsible for submission. We help you prepare, organize, and support your application, but the application is yours and you are the one who submits it. You are responsible for the truth, accuracy, and completeness of everything submitted in your name, including all certifications, representations, and signatures a program requires.

Where a program requires the applicant to make certifications or sign under penalty of perjury or similar rules, only you (or a person you authorize) can make those certifications and complete the submission. We cannot and do not make them for you, and we do not submit on your behalf.

We never receive, hold, control, or disburse your grant funds. If you are awarded funding, the funder pays that money directly to you (or to your organization) under the funder's own terms. Any money that flows to you as a result of an award goes to you, not through us. Our fees are paid separately by you under this Agreement and are entirely independent of any award.

Some grant programs have rules about whether fees paid to a third party for application preparation or administration are an allowable or permissible cost — including whether they can be paid from grant funds, charged to the program, or counted toward matching or cost-share requirements. These rules vary by program and by funder.

It is your responsibility, before you engage and pay for our services, to confirm whether our fees are an allowable or permissible cost under each specific grant program you are pursuing. You should not assume our fees are payable from, or reimbursable by, any grant. If you are unsure, confirm with the funder and with a qualified professional before engaging paid services. Our fees are owed by you under this Agreement regardless of whether any program treats them as an allowable cost.

We do not guarantee any funding, any eligibility outcome, or any approval. Grant decisions are made solely by funders based on their own criteria, budgets, and priorities, none of which we control.

Any eligibility results, match scores, or opportunity suggestions provided by our software or our team are estimates and informational aids only. They are not a determination of eligibility and not a promise of any result. You are responsible for verifying eligibility and all requirements directly with the funder before relying on any estimate.

We are not a law firm, accounting firm, tax advisor, or grant-compliance advisor, and nothing we provide is legal, tax, financial, accounting, or compliance advice. Our software and services are general support tools and do not replace advice tailored to your situation.

For questions about allowable costs, audits, single-audit requirements, certifications, restricted funds, cost-share and matching, recordkeeping, and applicable federal, state, and local rules, you should consult qualified legal, tax, accounting, and grant-compliance professionals of your own choosing. You are responsible for your own compliance obligations, and you agree not to rely on us for advice we are not providing.

Each party may receive non-public information from the other in connection with this engagement. We will treat the information you share with us — such as your organizational details, financials, and application materials — as confidential and use it only to perform the services in your SOW. You agree to keep our non-public materials, methods, and pricing details confidential as well.

Confidentiality does not apply to information that is or becomes public through no fault of the receiving party, was already known without a duty of confidentiality, is independently developed, or must be disclosed by law or valid legal process. If disclosure is legally required, the disclosing party will give reasonable notice where allowed so the other party can seek protection. This section survives the end of this Agreement.

We handle the personal and organizational data you provide in accordance with our published Privacy Policy, which is incorporated by reference. We use your data to deliver the services, and we maintain reasonable administrative, technical, and physical safeguards designed to protect it.

You are responsible for having the right to share any information you give us, including information about other people, and for the accuracy of that information. You may request return or deletion of your data as described in our Privacy Policy, subject to records we are required to retain. No method of storage or transmission is perfectly secure, and while we take protection seriously, we cannot guarantee absolute security.

The application materials and other deliverables we prepare specifically for you under your SOW ("Work Product"), once you have paid the fees due for them, are yours to use for your own grant-seeking and compliance purposes.

We keep all rights in our own pre-existing and general-purpose property — including our software, platform, templates, frameworks, methodologies, prompts, checklists, and know-how — and in any improvements to them. Nothing in this Agreement transfers ownership of those tools to you. To the extent any of our general-purpose property is embedded in your Work Product, we grant you a non-exclusive, perpetual license to use it as part of that Work Product for your own purposes. You may not resell, sublicense, or redistribute our software or templates as standalone products.

You retain ownership of the content and information you provide to us, and you grant us the limited license needed to use it to perform the services.

We are an independent contractor. This Agreement does not create any partnership, joint venture, employment, agency, or fiduciary relationship between us and you.

We are not your agent or legal representative, and we are not the agent or representative of any funder or government body. We cannot bind you or any funder, cannot make certifications or representations on your behalf, cannot submit applications on your behalf, and cannot act as your authorized signatory. Each party is responsible for its own taxes, personnel, and expenses.

To the fullest extent allowed by law, we are not liable for any indirect, incidental, special, consequential, or punitive damages, or for any lost funding, lost profits, lost opportunities, or missed deadlines, arising out of or related to this Agreement or the services, even if we were advised such damages were possible.

To the fullest extent allowed by law, our total liability for all claims arising out of or related to this Agreement is limited to the total fees you actually paid us under the SOW giving rise to the claim during the twelve (12) months before the event that gave rise to the claim. Because we do not guarantee outcomes and do not control funder decisions, we are not responsible for any funder's decision, for the amount or availability of any funding, or for consequences of information you provided or approved. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

This Agreement begins on the Effective Date and continues until the services in your SOW are complete or the Agreement is terminated. Either party may terminate on written notice if the other party materially breaches this Agreement and does not cure the breach within a reasonable period after notice. For recurring post-award administration, either party may end the engagement with at least thirty (30) days' written notice before the next billing date.

Refunds work as follows, and are the same regardless of any funding outcome (they are never based on whether you were awarded funding):

This Agreement is governed by the laws of the State of [Governing State], without regard to its conflict-of-laws rules. Before starting any formal proceeding, both parties agree to first try in good faith to resolve any dispute informally by contacting the other in writing and discussing the issue for at least thirty (30) days.

If the dispute is not resolved informally, the parties will resolve it through the method specified in the SOW or, if none is specified, in the state or federal courts located in [Governing State], and each party consents to that venue. Each party is responsible for its own costs and fees unless a court orders otherwise. This section does not prevent either party from seeking urgent injunctive relief to protect confidential information or intellectual property. This provision is subject to attorney review to finalize the dispute-resolution mechanism (for example, whether to require arbitration).

This Agreement, together with your SOW and the documents it incorporates by reference (including the Privacy Policy), is the entire agreement between us for the services described and replaces any prior understandings on those services. Where this Agreement conflicts with the website Terms of Service on a matter it covers, this Agreement controls for this engagement.

If any part of this Agreement is found unenforceable, the rest stays in effect. Our failure to enforce a provision is not a waiver of it. You may not assign this Agreement without our written consent; we may assign it to a successor in connection with a merger, acquisition, or sale of assets. Notices to you go to the email or address on file, and notices to us go to [Support Email] or [Mailing Address]. Neither party is liable for delays caused by events beyond its reasonable control.

By signing below, each party confirms it has read, understands, and agrees to this Agreement, and the person signing confirms they are authorized to sign for their party. The parties agree that electronic signatures and electronically stored records are valid, enforceable, and admissible to the same extent as handwritten signatures on paper, and that clicking to sign or typing a name in the signature field constitutes a signature.

COMPANY: [Company Legal Name]

Signature: _______________________ Name: _______________________ Title: _______________________ Date: _______________________

CUSTOMER:

Signature: _______________________ Name: _______________________ Title (if signing for an organization): _______________________ Entity Name (if applicable): _______________________ Date: _______________________

Effective Date of this Agreement: [Effective Date]