AwardDesk Terms of Service

Version 1.0 · Effective August 27, 2026 · Contact help@awarddesk.com

These Terms of Service (the "Terms") are an agreement between Nanodesk, LLC, a Delaware limited liability company ("Nanodesk," "we," "us"), and the customer identified on the account ("Customer," "you"). They govern access to and use of AwardDesk, the grant-lifecycle software service available at awarddesk.com (the "Service").

1. Acceptance, and who is bound

You accept these Terms by affirmatively accepting them where they are presented — when you create an account, start a trial, or complete an order. We keep a record of each acceptance: who accepted, when, and which version.

Who "Customer" is. For a personal account, Customer is the individual account holder. For a workspace, Customer is the person or organization identified on the workspace or its Order, bound by the affirmative acceptance of a representative authorized to act for it. Being invited to, administering, or using a workspace does not by itself authorize an individual to bind an organization; each other Authorized User agrees to comply with these Terms for their own use of the Service. If Customer has a separately signed agreement with Nanodesk covering the Service, that agreement controls over these Terms wherever they conflict.

You must be at least 18 years old to use the Service.

A few defined terms. An "Order" is the checkout page or order form stating the plan, price, term, and included features. "Authorized Users" are the individuals Customer permits to use its workspace. A "Trial" is the free evaluation period in §7.1. A "Subscription Term" is the paid period stated in an Order. "Documentation" is the product documentation we make available for the Service.

2. The Service

AwardDesk is software for preparing grant applications and managing funded awards: document workspaces, automated checks against sponsor requirements, deadlines, budgets, and post-award reporting. Subject to these Terms, we grant Customer a non-exclusive right — non-transferable except as §19 permits — for Customer and its Authorized Users to access and use the Service for Customer's internal business and research purposes: while a free account remains active, during a Trial, and during each Subscription Term.

Nanodesk and its licensors retain all right, title, and interest in the Service, the Documentation, the rule library, and the underlying software, technology, and trademarks. Except for the rights these Terms expressly grant, no rights are granted by implication.

We improve the Service continuously and may add, change, or remove features. During a paid Subscription Term we will not materially degrade the core functionality Customer subscribed to.

3. Accounts and workspaces

You are responsible for the activity on your account and for keeping your credentials secure. Tell us promptly at help@awarddesk.com if you believe an account has been compromised.

A personal account is free, belongs to the individual researcher, and moves with them across institutions and workspaces. A workspace is a tenant for a lab or firm. As between Nanodesk and Customer, Customer controls its workspace — membership, administration, and the content in it — and we may rely on the instructions of its workspace administrators. Content an Authorized User places in a workspace remains under Customer's administrative control if that user later leaves, and may be copied to a personal account only as Customer permits. These Terms allocate rights between Nanodesk and Customer only; they do not determine ownership as between Customer, its Authorized Users, and their institutions.

4. Your content

"Customer Content" is the documents, data, and other material submitted to the Service under Customer's account or workspace, and the outputs the Service generates from them for Customer. As between Nanodesk and Customer, Customer retains all rights it has in Customer Content. Customer grants Nanodesk a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Content solely to provide, secure, and support the Service and to meet our obligations under these Terms. We acquire no other rights in Customer Content, and we do not use it to train AI models (§5). Customer represents that it has the rights and permissions necessary for us and our subprocessors to process Customer Content as these Terms describe.

You can export Customer Content at any time while your account or subscription is active, through the Service's export features. Customer Content is Customer's Confidential Information under §10.

We collect operational data about how the Service runs and is used — timings, feature usage, error rates — and may use it in de-identified, aggregated form to operate and improve the Service. Operational data does not include the content of your documents.

If you send us suggestions or feedback about the Service, we may use them without restriction or obligation to you.

5. AI features and checks — what they are, and what they are not

Parts of the Service are powered by large language models from third-party AI providers. When you run a check or use another AI-backed feature, the relevant document text is sent to the provider to produce the result. Our provider agreements prohibit training on your content and restrict retention. We do not use Customer Content to train AI models, and we do not permit our AI providers to do so. Use AI-backed features only in compliance with the provider use restrictions we identify in the Documentation and from regions the applicable provider supports.

As between Nanodesk and Customer, and to the extent permitted by applicable law, Customer owns outputs generated for it, and we assign to Customer any right, title, and interest we may have in them. This allocation is not a representation that an output is copyrightable, unique, or free of third-party rights — models produce output probabilistically, and similar inputs from different customers may produce similar outputs.

What checks are. Checks review your documents, and the information you provide, against sponsor requirements as we understand them: a library of rules we derive from sponsor solicitations, policy guides, and instructions — page limits, formatting, required sections and attachments — together with broader review that can involve interpretation, such as reading your budget or eligibility information against a rule, checking a document's internal consistency, or flagging something that looks wrong without mapping to a single written rule. We may add further kinds of review over time, including review of a proposal's substance — for example, whether a claim is consistent with the source it cites.

Check results are findings to verify, not determinations. Any result can be wrong: a rule may be misread, out of date, or applied to your situation in a way the sponsor would not apply it, and a finding may rest on an interpretation of the information you provided. Checks are also not exhaustive. A passing result is not a determination that your submission is compliant, complete, eligible, allowable, or fundable, and the absence of a flag is not a determination that no issue exists. Verify every finding — and everything the checks did not cover — directly against the sponsor's own documents.

The sponsor's documents govern. Sponsors change their rules, publish corrections, and apply judgment we cannot model. If our reading and the sponsor's own solicitation, policy guide, or instructions disagree, the sponsor's documents control.

AI output requires your review. Check results and other AI-generated output may be inaccurate or incomplete, and factual assertions in them should not be relied on without independently verifying their accuracy. You agree to review output before relying on it or submitting anything based on it. You — not AwardDesk — remain responsible for your application and your award.

The Service provides software, not professional services. Nothing in the Service is legal, accounting, or grants-administration advice, and using it creates no advisor or attorney-client relationship.

6. Acceptable use

Use the Service only as permitted by law and these Terms. You will not: (a) resell, sublicense, or provide the Service to anyone other than Customer's Authorized Users; (b) reverse engineer the Service or attempt to extract its rule library or models, except where law permits notwithstanding this limit; (c) use non-public elements of the Service to build a service whose primary purpose is to compete with AwardDesk, or to train a model intended to replicate the Service — this does not restrict Customer's use of its own Customer Content and outputs, including for its internal research; (d) probe, disrupt, or overload the Service or access another customer's data; or (e) use automation to bulk-run checks or other features outside ordinary use of your own proposals and awards. Checks are otherwise unlimited within your active proposals — iteration is the point, and we never meter it.

Restricted data. The Service is not designed to host classified information, Controlled Unclassified Information (CUI), export-controlled technical data (including data subject to ITAR or the EAR), protected health information, education records subject to FERPA, or other similarly government-restricted data. Customer agrees not to knowingly upload any of these, and to screen documents that may carry them — CUI-marked award documents in particular — before uploading. Nanodesk is not a HIPAA business associate and does not offer a BAA. Do not upload underlying research-participant or study data; that belongs in your institution's systems.

We may remove content or suspend access that violates this section (§8).

7. Plans, trials, and billing

These Terms state the billing mechanics; your Order states the numbers, and later changes to published pricing do not alter an existing Order except as §7.6 provides.

7.1 Lab plans

Lab plans are subscriptions per workspace, in tiers. Each tier includes an allowance counted in two ways at once. A proposal in preparation counts toward a calendar month's usage if it is worked on in that month and not yet submitted; it stops counting the moment it is submitted, and parked drafts no one touches count nothing. An award under management counts from when its notice of award is issued and Customer enrolls it — switching its management surfaces on — through the end of its period of performance including no-cost extensions. Seats are unlimited and free at every tier — members, trainees, and administrators never affect the price. Pending applications under sponsor review are never counted. Imported legacy awards are visible free and count only when enrolled.

Exceeding an allowance never blocks your work. If a workspace's usage exceeds its tier over a sustained period, we will tell you and propose the right tier; nothing is interrupted mid-application, and no upgrade or additional charge ever occurs without Customer's acceptance.

Trial. New lab workspaces get a 14-day free Trial of the Lab-plan features (separately priced purchases are not included). No payment method is required to start. The Trial is per workspace — adding members does not start a new trial, and a lab gets one. When the Trial ends without a subscription, the workspace becomes read-only: everything created remains readable and exportable, and editing, uploads, and check runs stop. Subscribing restores full access. Unconverted trial workspaces are eventually deleted under §9.

7.2 SBIR applications

For SBIR applicants, the Service covers preparing an application through submission and the sponsor's decision: the workspace, its checks, and the one-time pre-award compliance reviews in §7.3. We do not currently offer coverage of the post-award performance period for SBIR awards; if we add performance-period features, we will publish terms for them before offering them.

7.3 One-time purchases

Pre-award compliance reviews are automated, separately purchased reviews of a specific submission — one-time charges, never recurring. A review has "run" when its results are first made available to you; it is non-refundable once run, and refundable if purchased but never run.

7.4 Renewal and cancellation (Lab plans)

Lab subscriptions renew automatically — monthly plans each month, annual plans each year — until cancelled. At checkout you separately consent to the renewing charge, and we send a confirmation you can retain, stating the terms and how to cancel. You can cancel online at any time from your account settings, without contacting anyone; cancellation takes effect at the end of the current billing period. For annual plans we email a renewal reminder — the service, the price, and a cancellation link — between 15 and 30 days before each renewal date; every subscription also gets at least one such reminder each year. We will also give any additional notice applicable law requires.

7.5 Refunds

Monthly Lab plans are not prorated: after cancellation the workspace stays active to the end of the paid period, and no partial-month refund is owed. Annual Lab plans stay active through the paid term and are non-refundable except as §§8, 12, and 19 provide. One-time purchases follow §7.3. We initiate approved refunds within 5 business days to the original payment method; settlement timing depends on the payment provider.

7.6 Price changes

We may change prices. For subscriptions, a price change takes effect at your next renewal, never mid-term; we notify you by email when the change is announced and again 7 to 30 days before it takes effect for you, with cancellation instructions. Active per-award coverage keeps the pricing on its Order for the life of that award.

7.7 Taxes and payment

Prices exclude taxes; where we are required to collect sales tax it is added at checkout, and Customer may provide a valid tax-exemption certificate. You authorize us to charge your stored payment method for charges you have consented to on an Order, including renewals under §7.4. If a payment fails we notify you and retry; §8's suspension rule applies once payment is more than 30 days overdue after notice. A chargeback on a charge you authorized is treated as overdue payment while we resolve it. Institutional Orders may pay by invoice where we offer it; purchase-order boilerplate is administrative only unless we countersign it, without limiting §1's rule that a signed agreement controls.

8. Suspension and termination

We may suspend access — after notice, except where acting immediately is necessary to protect the Service or other customers — if payment is more than 30 days overdue after notice, if Customer materially breaches §6, or if Customer's use poses a security or legal risk to the Service or others. We scope a suspension to the affected user, feature, or workspace where reasonably possible, preserve read-only and export access unless doing so would continue the risk, and lift suspensions promptly once the cause is resolved.

Either party may terminate for material breach uncured 30 days after written notice of it. If Customer terminates for our uncured material breach, we refund prepaid fees for the unused portion of the affected subscription; if we terminate for Customer's uncured material breach, fees already accrued remain due and prepaid fees are non-refundable. You may cancel at any time under §7.4 and §7.5. We may retire the Service or a plan with at least 90 days' notice, refunding prepaid fees for the period after retirement.

9. Your data after the end

Workspaces. When a workspace has no active subscription or coverage left — by cancellation, termination, or non-renewal — it becomes read-only, and for 30 days you can export its Customer Content. After the export window we delete the workspace's Customer Content from active systems within 30 days, and copies age out of backups within 90 days. Reactivating within the export window restores the workspace.

Trials. An unconverted trial workspace stays read-only and is deleted 120 days after the Trial ends; we email the workspace owner at least 30 days before deletion, and the same deletion schedule applies.

Personal accounts. You may export your content and delete your personal account at any time; deletion follows the same schedule. If a free account is inactive for 24 months we may delete it after at least 30 days' email notice.

Where law requires us to retain a copy, we isolate it, protect it under §§10–11, use it only for the retention purpose, and delete it when that purpose ends; §4's license survives only for copies retained under this section.

10. Confidentiality

Each party will protect the other's Confidential Information — information disclosed under this agreement that is marked confidential or that reasonably should be understood to be confidential, including Customer Content — with at least the care it uses for its own similar information, and never less than reasonable care, and will use it only to perform under these Terms. Each party may disclose the other's Confidential Information to its employees, contractors, and service providers who need it to perform under these Terms and are bound by obligations at least as protective, and remains responsible for them. This section does not apply to information that was already known without obligation, becomes public without breach, is lawfully received from a third party, or is independently developed. A party compelled to disclose the other's Confidential Information — by law, subpoena, or an applicable public-records law — may do so, giving advance notice where legally permitted and reasonably practicable and cooperating on available protective treatment; nothing in these Terms prevents a public entity from complying with its public-records obligations.

11. Security and privacy

We protect Customer Content with commercially reasonable technical and organizational measures appropriate to what the Service holds. The Service is operated from the United States.

A "Security Incident" is confirmed unauthorized access to, or acquisition, disclosure, alteration, loss, or destruction of, Customer Content in systems we control. We will notify affected customers of a Security Incident without undue delay — sooner where law requires — with the material facts then known, updates as we learn more, and reasonable cooperation on required notices.

Our Privacy Policy describes how we handle personal data.

12. Warranties and disclaimers

Each party warrants that it has the authority to enter into these Terms. We warrant that we will provide the Service in material compliance with the laws that apply to our provision of it, and that the Service will perform materially as described in the Documentation as of the start of the applicable Subscription Term. If it does not, tell us; if we cannot fix a material nonconformity within 30 days of notice, Customer may cancel and receive a prorated refund of prepaid fees for the unused period, which is the exclusive remedy for this warranty.

Except for the warranties above, the Service is provided "as is," and Nanodesk disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement. Without limiting §5: we do not warrant that checks catch every issue, that submissions will be accepted, compliant, or funded, or that AI output is accurate or complete.

13. Indemnification

We will defend Customer against third-party claims that the Service, or Customer's authorized use of an output, infringes or misappropriates intellectual-property rights, and pay resulting damages and costs finally awarded or agreed in settlement. If such a claim looks likely, we may procure the right to keep providing the Service, modify or replace the affected part without materially reducing functionality, or — if neither is commercially reasonable — terminate the affected subscription and refund prepaid unused fees. This obligation does not cover a claim to the extent it would not have arisen but for Customer Content, combination with things we did not provide, or use in breach of these Terms.

Customer will defend Nanodesk against third-party claims alleging that Customer Content, as provided by Customer and used as these Terms authorize, infringes that third party's rights, or arising from Customer's unlawful use of the Service — except to the extent the claim arises from our breach of these Terms, negligence, or willful misconduct, and only to the extent Customer may lawfully take on this obligation (§15).

The indemnified party gives prompt notice, the indemnifying party controls the defense but may not settle in a way that admits fault for or imposes obligations on the indemnified party without its consent, and the indemnified party cooperates reasonably and may join with its own counsel at its own expense.

14. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue, even if advised of the possibility; the reasonable costs of restoring data lost from our breach are direct damages. Each party's total liability arising out of or relating to these Terms — including claims for breach of §10 and for Security Incidents — is capped at the fees Customer paid or payable for the Service in the 12 months before the first event giving rise to liability; for free accounts and Trials the cap is $100. Multiple claims do not enlarge the cap.

The cap and the exclusions in this section do not apply to: a party's indemnification obligations under §13, a party's fraud, gross negligence, or willful misconduct, Customer's payment obligations, or liability that cannot be limited by law.

These limits reflect the pricing of the Service, and both parties agree the Service would not be offered at this price without them.

15. Public-entity customers

If Customer is a public entity — a public university, a government agency or instrumentality, a tribal entity — then any provision of these Terms that applicable law does not permit Customer to accept, including indemnification by Customer, governing law and venue outside its jurisdiction, and any dispute-resolution term, applies only to the extent permitted and is otherwise severed; for a severed governing-law clause, the law of Customer's jurisdiction governs and claims may be brought in any court of competent jurisdiction. Nothing in these Terms waives sovereign immunity or any defense available to a public entity, requires a public entity to indemnify us where its law forbids it, or obligates funds beyond those lawfully available to it — a public entity may terminate at the end of its funding period if funds are not appropriated, with a prorated refund of prepaid unused fees. Renewals for a public entity may be run through its authorized purchasing process on request.

16. Beta and early access

Features labeled beta, preview, or early access are provided as-is and may change or be withdrawn; §12's performance warranty and §13's indemnities do not apply to those features — but §§9–11 (data lifecycle, confidentiality, security) always apply in full. While the Service as a whole carries a beta label, this section applies to the Service as a whole. An early-access program may carry additional program terms, which bind Customer only when an authorized representative affirmatively accepts them. Feedback is governed by §4.

17. Changes to these Terms

We may update these Terms. Each version is dated, and prior versions are available from us on request. No material change that increases Customer's obligations, changes the permitted processing of Customer Content, or reduces Customer's rights applies during a paid Subscription Term without acceptance by an authorized representative of Customer; such changes otherwise take effect at the next renewal, after at least 30 days' email notice. For free accounts, we will ask for affirmative acceptance of material changes, or you may stop using the Service and export your content. Changes are never retroactive; a change required by law takes effect as the law requires, limited to what the law requires.

18. Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules. Before filing a claim, the parties will try in good faith for 30 days after written notice of a dispute to resolve it; contractual limitation periods are tolled during that window, and it does not bar filings needed to preserve a claim or to seek emergency relief. Except where §15 applies, the exclusive venue for disputes under these Terms is the state and federal courts in Alameda County, California, and both parties consent to their jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

19. General

Notices. Legal notices to us go to help@awarddesk.com. Notices to Customer go to the account owner's email address, and operational notices may be given in the Service. Email notice is effective on the next business day after sending, unless the sender receives a delivery failure — keep your address current.

Assignment. Neither party may assign these Terms without the other's consent, except to an affiliate or a successor in a merger, acquisition, or sale of substantially all assets, with notice; the assignee assumes the assignor's obligations, and assignment does not relieve obligations already accrued.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, given prompt notice and reasonable efforts to mitigate; this does not excuse payment obligations already due. If such an event keeps the Service unavailable for more than 30 consecutive days, Customer may cancel and receive a prorated refund of prepaid unused fees.

Publicity. We will identify Customer as a customer, by name or logo, only with Customer's prior consent.

Export compliance. Each party will comply with applicable export-control and sanctions laws in performing under these Terms; Customer's obligations for what it uploads are in §6.

Order of precedence, entire agreement. These documents govern in this order: a signed agreement between Customer and Nanodesk; the Order; these Terms; and the policies they reference. Together they are the entire agreement about the Service and supersede prior discussions. If a provision is unenforceable it is limited or severed, and the rest stands. Failure to enforce a provision is not a waiver of it. The parties are independent contractors, and there are no third-party beneficiaries.

Survival. These survive the end of these Terms: accrued payment and refund obligations; §4's ownership, feedback, and content-representation provisions, and its license solely for copies retained under §9; §5's allocation of output rights and disclaimers; §§9–10; §11, for as long as we retain Customer Content; §§12–15; §18; and the provisions of §19 that by their nature survive.

20. Contact

Nanodesk, LLC · help@awarddesk.com