Grant Reviewer Agreement

This Grant Reviewer Agreement (“Agreement”) is entered into by you and AwardIT LLC, a Massachusetts limited liability company, on behalf of itself and its Affiliates (“AwardIT”). It is effective as of the date and time that you accept these terms by clicking “Yes I agree” at the bottom of these terms. By doing so, you expressly agree that you have read, understood, and agreed to be bound by the terms and conditions of this Agreement. Certain terms that are used in this Agreement are defined in Section 16 (Definitions). This Agreement was last revised as of the date set forth above.

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND AWARDIT. PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS CAN BE BROUGHT AGAINST US, INCLUDING AN ARBITRATION CLAUSE THAT REQUIRES YOU TO BRING ALL CLAIMS AGAINST US ON AN INDIVIDUAL BASIS AND THROUGH FINAL AND BINDING ARBITRATION.

1. Purpose of Agreement
AwardIT has created the AwardIT Platform to connect (i) parties who are preparing grant applications to compete for funding under the U.S. government’s Small Business Innovation Research program (“Grant Applicants”) with (ii) independent contractors with academic credentials and relevant experience in various fields who are willing to review draft grant applications and provide simulated scores and comments to Grant Applicants (“Reviewers”). By entering into this Agreement, you have become a Reviewer, which allows you to provide Grant Review Services through the AwardIT Platform on the terms specified herein.

2. Requests for Grant Review Services
You may browse requests for Grant Review Services (“Requests”) through the AwardIT Platform. Entering into this Agreement to become a Reviewer does not obligate you to accept any Requests (nor does it guarantee you a minimum number of Requests or quantity of Grant Review Services). Each Request will provide you with information about the grant application to allow you to decide whether to accept the Request, including required completion timelines. The AwardIT Platform includes a fee schedule specifying the fees that will be payable to you for timely completing the
Grant Review Services (“Review Fees”).

In addition to making Requests visible to you and providing you with a way to accept such Requests, the AwardIT Platform will specify and provide to you (i) specific requirements for Requests, including required completion dates or other requirements specified by the Grant Applicants that relate to the Grant Review Services, (ii) the format and means of providing your Grant Review Services, (iii) the means and requirements for uploading your review and comments to the Award IT Platform, and (v) similar logistical matters.

You may accept or reject Requests at your discretion by using the AwardIT Platform. If you accept a Request, you will perform the Grant Review Services for such Request, including meeting the completion time requirements and other service performance terms that are specified in the Request. There may be consequences for failing to meet completion times or other service performance terms associated with the Request. For example, Review Fees are contingent on meeting completion times or other contingencies specified in the Request; if you accept a Request but fail to complete the Grant Review Services, you may be excluded from the AwardIT Platform; and Grant Applicants may include negative Feedback about you that may be included on the AwardIT Platform.

3. Performance of Grant Review Services, Credentials, Insurance, and Other Obligations of Yours

You, and not AwardIT, are solely responsible to:

Determine how to provide the Grant Review Services and meet the requirements specified for Requests that you accept.
Provide all equipment, tools, and materials necessary to perform the Grant Review Services, in each case at your own cost.
Comply with the AwardIT Guidelines, including to use the AwardIT Platform to review and accept Requests, to provide the Grant Review Services, and for no other purposes.
At your own cost, take out and maintain any insurance required by law related to the performance of the Grant Review Services, including workers compensation insurance if required. If requested by AwardIT, you will provide to AwardIT proof of such required insurance.
Provide accurate and complete information in the Reviewer questionnaire and enrollment forms included on the AwardIT Platform, including updates requested by AwardIT from time to time, and ensure that such information remains accurate and complete as long as you are registered as a Reviewer on the AwardIT Platform. You will provide AwardIT with proof of your academic credentials and curriculum vitae upon request.

You understand and agree that AwardIT and Grant Applicants are relying on the information that you provide about your credentials and background to be accurate and complete; that Requests will be presented to you and your engagement for the provision of Grant Review Services will be entered into based on that information; and that AwardIT and Grant Applicants have no knowledge about the accuracy of such information.

AwardIT will not intentionally make your identity known to Grant Applicants. You should not reveal your identity to them either, whether via your username or through the information you provide to them as you perform the Grant Review Services. AwardIT is not responsible for your failure to keep your identity secret.

4. Relationship Between AwardIT and You
Under this Agreement, you agree to perform Grant Review Services for AwardIT. AwardIT will enter into separate agreements with Grant Applicants to provide Grant Review Services. You understand that AwardIT resells such Grant Review Services to Grant Applicants who are seeking such services.

You acknowledge that you carry out your own trade or business when you perform Grant Review Services.

Under this Agreement and in your performance of Grant Review Services, you are and will remain an independent contractor to AwardIT.

AwardIT will not direct or control you generally or in your performance of the Grant Review Services, including your acts or omissions, your scoring or evaluations of submissions, your reference review or research, or other activities you may choose to perform in connection with the Grant Review Services.

There is no obligation of exclusivity under this Agreement. That means you may provide services to other individuals or companies, except as otherwise described in Section 12 (Restrictive Covenants).

As an independent contractor, you control your schedule. That means you are not required to accept any grant applications for Grant Review Services, can work at your convenience, and are not required to perform any amount of time on a daily, weekly, or monthly basis, can accept or refuse any Request for Grant Review Services for any reason, and can work anywhere that is convenient to you.

As an independent contractor, you control how you provide the Grant Review Services. This means you choose and maintain your own computer, software, and communications technologies to perform Grant Review Services for AwardIT.

As an independent contractor, you are not an employee of AwardIT. You are not entitled to a minimum hourly wage, overtime pay, vacation pay, holiday pay, or other payments that are typically associated with an employer/employee relationship.

This Agreement does not create a relationship of legal partnership, agency, joint venture, or employment. You will not make any statement or representation that you have an agency, joint venture, legal partnership, or employment relationship with AwardIT.

This Agreement does not give you the authority to bind AwardIT, or to hold yourself out as an employee, officer, agent, partner, or authorized representative of AwardIT. AwardIT will not be bound by any agreement, guarantee, or representation that you make to any person or entity, or by any action or inaction made by you.

5. Review Fees, Payments, and Tax Matters

You will be paid a Review Fee for each Request registered as accepted by you in the AwardIT Platform for which you successfully perform the Grant Review Services. AwardIT will remit to you on a monthly basis any Review Fees that you have earned, except for any reductions or setoffs described in this section.

AwardIT may cancel or reduce the Review Fee (or if the Review Fee has already been paid, arrange for reimbursement of part or all of the Review Fee from you) for a particular Grant Review Service if (i) the Grant Review Service was not completed by the agreed due date, or (ii) the Grant Applicant has made a complaint related to your performance of the Grant Review Service which, in AwardIT’s discretion, warrants a cancelation or reduction in the Review Fee. AwardIT’s decision to cancel or reduce a Review Fee under this section will be exercised reasonably and in good faith. If you believe that AwardIT’s decision to cancel or reduce a Review Fee was improper, you may ask AwardIT to reconsider. AwardIT will respond to reasonable written requests, but AwardIT has no obligation to agree with them.

If AwardIT discovers any errors that resulted in overpayment to you, or there is an adjustment required as described above, AwardIT may deduct the amount from future Review Fees or seek reimbursement from you by other lawful means. If AwardIT discovers payment errors that result in additional amounts being owed to you, AwardIT will credit that amount to your selected payment destination.

In either case, AwardIT will notify you of decisions to adjust Review Fees. Such notice may be provided on the AwardIT Platform, via email, or via other reasonable means selected by AwardIT.

AwardIT may withhold payments to you if ordered by a court or required by law (e.g., pursuant to a notice of garnishment or similar legal order).

You will provide AwardIT with information reasonably requested by AwardIT in order to comply with any obligation imposed on AwardIT under any applicable law in relation to taxes associated with the Grant Review Services and Review Fees. AwardIT may be required to withhold, deduct, or collect and remit taxes related to payments due to you under this Agreement. In any such case you acknowledge that you will not be entitled to receive any additional amount from AwardIT on account of such taxes. Notwithstanding the foregoing, in relation to the Review Fees, you are responsible for completing all tax reporting obligations, and calculating and remitting all taxes as required by applicable laws.

6. Feedback and Ratings

Anyone may provide feedback about the AwardIT Platform, including suggestions for new features, improvements, or other information (“Feedback”). If you provide any Feedback, you will provide it in good faith. Feedback is the exclusive property and Confidential Information of AwardIT. You hereby assign to AwardIT all right, title, and interest in and to your Feedback. AwardIT may use Feedback for any purpose without restriction or remuneration of any kind.

Feedback may also include reviews and comments from Grant Applicants about Reviewers and the Grant Review Services. AwardIT may use such reviews and comments to generate ratings of Reviewers. AwardIT may include such reviews, comments, and ratings on the AwardIT Platform, whether in portions thereof that are visible to the general public or in portions that are only visible to registered users.

You authorize AwardIT’s use, distribution, and display of Feedback from and about you, including ratings about you from Grant Applicants or based on their Feedback, with or without attribution, and without an opportunity for you to review such Feedback or ratings about you. AwardIT may make Feedback about you available for your review before posting it, but it is not required to do so. Any review opportunity that it may provide about such Feedback is given as a convenience, in AwardIT’s sole discretion.

AwardIT does not want to receive or post false or misleading Feedback. Accordingly, AwardIT may decline to use, distribute, or display your Feedback or Feedback about you, as it deems appropriate, in its sole discretion. If you believe that any false or misleading Feedback about you has been posted, you may request that AwardIT take corrective action. AwardIT will use commercially reasonable efforts to review such requests, but AwardIT has no obligation to respond to your requests or to take any follow-up action as a result of them.

AwardIT may edit or remove Feedback if it includes obscenities, objectionable content, or personally identifiable information, or if it violates applicable law or the Agreement, including the Terms of Use or AwardIT Guidelines. However, AwardIT is not required to verify any Feedback or include any Feedback on the AwardIT Platform.

7. Intellectual Property

AwardIT and its third-party licensors own all rights in the AwardIT Platform and all AwardIT Data, including all intellectual property rights associated with them. The only rights granted to you to the AwardIT Platform and AwardIT Data are the limited rights expressly specified in this Agreement to use the AwardIT Platform and AwardIT Data for the purposes described herein during the term of this Agreement. All rights not expressly granted under this Agreement by AwardIT are expressly reserved.

Without limiting any other part of this Agreement, you will not share or enable sharing of the AwardIT Platform or any AwardIT Data with a third party. You will not copy, modify, distribute, sell, or lease any part of the AwardIT Platform or AwardIT Data, reverse engineer or attempt to extract the source code of any AwardIT software, or improperly use the AwardIT Platform or AwardIT Data. You will not cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any part of the AwardIT Platform or AwardIT Data, will not aggregate AwardIT Data with competitors’ data, and will not use the AwardIT Platform or AwardIT Data to compete with AwardIT.

Except as permitted under this Agreement or applicable law, you will not use any of AwardIT’s names, logos, trademarks, service marks, slogans or other identifying symbols, or copyrighted materials or content (“AwardIT Marks”). You agree that the AwardIT Marks are valuable intellectual property of AwardIT. You agree not to challenge the validity of the AwardIT Marks, and not to create or register any business names, URLs, domain names, software applications, websites, social media accounts, or other assets using any AwardIT Marks, or that are confusingly similar to the AwardIT Marks.

8. Confidentiality

“Confidential Information” means any AwardIT Data or data from Grant Applicants that is marked as confidential or proprietary or the like, or that a reasonable person receiving such information would treat as confidential or proprietary, regardless of whether it is so marked. Confidential Information shall not include information that is generally available to the public, provided that it did not become available to the public via you, directly or indirectly, including via persons acting on your behalf (“Public Information”).

Except for Public Information, you agree to treat all information disclosed to you in connection with a Request, whether from AwardIT or Grant Applicants or their designees or agents and regardless of the form in which such information is transmitted, including all information in Grant Applicants’ applications, as Confidential Information. Further, except for portions of the AwardIT Platform that are fully accessible to individuals who have not registered to become Reviewers or Grant Applicants, you agree to treat the AwardIT Platform as Confidential Information.

You will:

Treat all Confidential Information as confidential and proprietary, using the same level of efforts that you use to protect your own information of a similar nature, but in no case less than reasonable efforts.
Not directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any third party.
Not use or retain the Confidential Information except as necessary to provide Grant Review Services.

Nothing in this Agreement shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. To the extent permitted by law, before making such a disclosure, you must promptly notify AwardIT and cooperate in any efforts to contest or limit the disclosure.

Notwithstanding any other provision of this Agreement, you will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If you file a lawsuit for retaliation by AwardIT for reporting a suspected violation of law, you may disclose trade secrets to your attorney and use the trade secret information in the court proceeding if you file any document containing the trade secret under seal, and do not disclose the trade secret, except pursuant to a court order.

You will comply with all applicable laws governing data protection and privacy in connection with the Grant Review Services and your activities under this Agreement.

Grant Applicants are intended third-party beneficiaries with respect to your obligations in this section. You understand that either or both of AwardIT and the applicable Grant Applicant may seek to enforce this section against you if they believe you have violated or are threatening to violate it.

9. Representations, Warranties, and Disclaimers

You represent and warrant throughout the term of this Agreement that:

You are at least 18 years old and have the full power and capacity to enter into this Agreement and perform your obligations under this Agreement.
Your compliance with this Agreement and your performance of the Grant Review Services does not and will not conflict with any other agreement, applicable law, or other requirements that restricts or limits your ability to so comply or perform.
You will comply with all applicable laws in your performance of this Agreement, including by not accessing the AwardIT Platform or AwardIT Data from any country or region to which export, re-export, or release is prohibited by applicable law.

You acknowledge and agree that AwardIT makes no guarantee about the number of Requests for Grant Review Services that you may receive, and that you may receive no Requests for Grant Review Services.

AwardIT makes no representations or warranties regarding the AwardIT platform and AwardIT data, and expressly disclaims all warranties, express, implied, statutory, or otherwise, including any warranties of merchantability, non-infringement, and fitness for a particular purpose, regarding the AwardIT platform and AwardIT data. The AwardIT Platform and AwardIT data are provided “as is” and “as available,” with all faults. AwardIT does not guarantee that the AwardIT Platform will be accurate, complete, reliable, current, COMPLETELY secure, uninterrupted, always available, or error-free, that it will meet your requirements, that any defects will be corrected, or that it is free of COMPUTER virusES or other harmful components. YOU USE THE AwardIT platform at your sole risk.

THE FOREGOING disclaimers DO NOT AFFECT ANY WARRANTIES THAT CAN NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

10. Indemnification

You will indemnify, defend (at AwardIT’s option), and hold harmless AwardIT and its members, officers, directors, employees, agents, and assigns from and against any losses, costs or expenses (including reasonable attorneys’ fees), or liabilities arising out of or related to any of the following: (i) your failure to comply with any provision of this Agreement, (ii) your breach of applicable law, or (iii) third-party claims directly or indirectly related to your provision of the Grant Review Services or use of the AwardIT Platform, AwardIT Data, or data received from Grant Applicants. AwardIT will notify you of any claim for which it is seeking indemnification hereunder. If AwardIT requires you to defend against the claim, AwardIT may participate in such defense with counsel of its own choosing.

Your liability under this section will be reduced if and to the extent that AwardIT directly caused or directly contributed to any of the matters described in the prior paragraph.

11. Limitations on Liability

AwardIT is not responsible or liable for the acts or omissions of Grant Applicants or your acts or omissions with respect to Grant Review Services.

In no event will AwardIT be liable for any claim for any indirect, willful, punitive, incidental, exemplary, special, or consequential damages or for your or any third party’s property damage or loss, or loss or inaccuracy of data, or loss of business, revenue, profits, use, or other economic advantage arising out of or related to your use of the AwardIT Platform or your provision of Grant Review Services, whether based in contract, tort, strict liability, equity, or any other legal theory, even if AwardIT has been advised of the possibility of such damages.

Except for AwardIT’s express obligations to pay the specified amounts due to you under Section 5 (Review Fees, Payments, and Tax Matters), in no event will the combined total cumulative liability of AwardIT of each and every kind to you under this Agreement exceed the Review Fees actually paid by AwardIT to you for the grant review services associated with the request leading to your claim against AwardIT, or if less, the total review fees actually paid by AwardIT to you in the six months prior to the date you brought the claim against AwardIT.

the foregoing limitations on types and amounts of damages do not affect any liability that cannot be excluded or limited under applicable law.

12. Restrictive Covenants

You acknowledge that by virtue of your relationship with AwardIT under this Agreement and through your use of the AwardIT Platform, you will have access to the proprietary and Confidential Information of AwardIT, including portions of the AwardIT Platform that are only available to Reviewers or are otherwise trade secrets, and that AwardIT would not grant you such access unless you agreed to only use it for the purposes expressly permitted by this Agreement. You further acknowledge that AwardIT has a legitimate interest in preventing this information from being used for the benefit of third parties and that your employment or engagement by any provider of an online platform that allows applicants for grant funding to have their applications reviewed by individuals such as yourself in advance of actual submissions to funding agencies (“Competitors”) would result in the inevitable disclosure and improper use of such information. You, therefore, agree that during the term of this Agreement and for a period of one year after the termination of this Agreement, you will not, directly or indirectly, seek or accept employment with, provide services to, or enter into any business relationship with any Competitors, and in part due to your high skills, this restriction does not impose any material hardship on you. As damages for violation of this section would be difficult to determine, you stipulate that AwardIT’s damages for your violation of this section are no less than $10,000, and that AwardIT is entitled to enjoin you from violating the terms of this section without posting a bond or proving actual damages.

13. Term and Termination

This Agreement starts at the date and time that you accept these terms and will continue until terminated as set forth below.

You are under no obligation to use the AwardIT Platform or to perform any Grant Review Services other than for Requests that you have accepted. You may terminate this Agreement at any time by notifying AwardIT or deleting your account on the AwardIT Platform. However, if you have accepted any Request, then the Agreement will remain in effect until you have completed the Grant Review Services for such Request or until terminated as provided in this section, whichever comes first.

AwardIT may terminate this Agreement by giving you written notice of termination at any time, for any reason, with or without cause. Such notice may be provided on the AwardIT Platform, via email, or via other reasonable means selected by AwardIT. If you have accepted any Request at the time such termination takes effect, then AwardIT will only terminate the Agreement prior to completion of the Grant Review Services for such Request pursuant to the following paragraph.

AwardIT may immediately terminate the Agreement or suspend your access to the AwardIT Platform if you commit a material breach of this Agreement or any act or omission that, in AwardIT’s reasonable judgment, is in breach of the AwardIT Guidelines or has the potential to cause issues that could detrimentally impact the reputation, good name, or brand of AwardIT (including the AwardIT Marks), including notifying AwardIT or a Grant Applicant that you will not complete a previously-accepted Request.

Termination of the Agreement does not relieve either party from accrued obligations or liabilities incurred prior to the termination, including AwardIT’s outstanding payment obligations for Grant Review Services completed prior to termination. Without limiting the foregoing, the following sections will survive the termination of this Agreement: 5 (Review Fees, Payments, and Tax Matters), 6 (Feedback and Ratings), 7 (Intellectual Property), 8 (Confidentiality), 9 (Representations, Warranties, and Disclaimers), 10 (Indemnification), 11 (Limitations on Liability), 12 (Restrictive Covenants), and 14 (Dispute Resolution).

14. Dispute Resolution

Each party agrees to seek resolution of any disputes pursuant to good faith discussions for a period of at least 30 days before bringing any actions against the other party, except where an action is brought seeking an injunction or related to intellectual property rights. AwardIT may bring claims seeking injunctions or relief related to its intellectual property rights in any court of competent jurisdiction.

At AWARDIT’S sole discretion, it may require you to submit any disputes arising out of or related to this Agreement to binding arbitration in Boston, Massachusetts before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties. TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS.

You will not bring any claims arising out of or related to this Agreement more than one year from the time that such claims accrued. after such time, such claims are permanently barred.

This Agreement, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, or performance of this Agreement, shall be governed by, and enforced in accordance with, the internal laws of the State of Maryland, including its statutes of limitations.

15. General Provisions

Notices. Notices to AwardIT must be provided to neal@awardit.net. Notices to you will be provided by email to the email address associated with your account or by posting on the AwardIT Platform. Notices will be considered delivered when sent or posted.

Amendments. AwardIT reserves the right to modify this Agreement, including the Privacy Policy, AwardIT Guidelines, and Terms of Use at any time. All changes will be effective immediately upon posting to the AwardIT Platform. AwardIT will provide you at least seven days’ notice of any modification to the Agreement if the modification may be materially detrimental to your rights. By accessing the AwardIT Platform following the posting of changes, you agree to all such changes. To help you keep track of any changes, each update to the Agreement will include the date of revision. If you do not agree to such changes, then you may not continue using the AwardIT Platform, and must delete your account. If you have accepted a Request but not completed the applicable Grant Review Services at the time that changes to the Agreement become effective, and you do not agree to such changes, then you must notify in us in writing before they become effective (or within seven days of becoming effective if AwardIT did not provide you with at least that much notice of the changes); in such case, the prior version of the Agreement will apply to your in-progress Grant Review Services, and you will not be permitted to accept new Requests pursuant to the prior version of the Agreement.

Assignment. AwardIT has the right to assign or transfer this Agreement, and to assign or delegate, as applicable, any or all of its rights or obligations under this Agreement, in whole or in part, without obtaining your prior consent. You may not assign, subcontract, transfer, or otherwise dispose of this Agreement or your rights or obligations under this Agreement, as such rights and obligations are personal to you. Without modifying the prior sentence, this Agreement binds and will continue to benefit each party to this Agreement and that party’s permitted successors, assigns, and agents.

Waiver. Our exercise of a right partially or on one occasion does not prevent any further exercise of that right in accordance with the terms of this Agreement. Neither our failure to exercise a right nor a delay in our exercise of a right operates as an election between rights, a waiver of said rights, or a variation of the terms of this Agreement.

Severability. If a court of competent jurisdiction or arbitrator determines that a provision of this Agreement is invalid or unenforceable, the remainder of this Agreement (and to the extent practicable, the relevant provision) will remain in full force and effect.

No Third-Party Beneficiaries. Except as expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement.

Entire Agreement. This Agreement contains the full and complete understanding and agreement between the parties relating to the subject matter hereof, and supersedes all prior and contemporaneous understandings and agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement consists of these terms and conditions, the Privacy Policy, the Terms of Use, the AwardIT Guidelines, and any other documents on the AwardIT Platform incorporated by reference in any of the foregoing. In the event of a conflict or inconsistency between these listed documents, the conflict or inconsistency will be resolved by giving precedence to the document that is earlier in the list but only to the extent necessary to resolve the conflict.

Construction. In this Agreement the terms “including” and “include” mean “including, but not limited to” unless otherwise indicated. Any ambiguities in this Agreement will not be strictly construed against the drafter of the language concerned but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting. This Agreement will not be construed against any party by reason of its preparation. The headings of sections of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement in any way.

16. Definitions

“AwardIT Data” means all data and information underlying, embedded in, displayed on, or otherwise available through the AwardIT Platform, including about: Grant Applicants; Reviewers (other than personally identifiable information provided on behalf of yourself); grant applications; reviews; Feedback; ratings; compilations, analyses, or derivatives of the foregoing; and software programs and algorithms created by or for AwardIT.

“AwardIT Guidelines” means the policies applicable to users of the AwardIT Platform (available here).

“AwardIT Platform” means the websites and underlying technologies operated by AwardIT for the conduct of its business, including connecting Grant Applicants with Reviewers as described above, and interacting with them, the public, and AwardIT’s employees and contractors. The underlying technologies operated by AwardIT may include databases, programs, algorithms, systems, and processes, in each case regardless of whether they are embedded in or underlying, or supporting the AwardIT websites. The AwardIT Platform will be updated from time to time.

“Affiliate” means a person or entity that owns or controls, is owned or controlled by, or is under common control or ownership of AwardIT or a Grant Applicant, as applicable, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management of policies of an entity, whether through ownership of voting securities, by contract or otherwise. The Affiliates of AwardIT and Grant Applicants include their respective owners, officers, and directors.

“Applicable law” (regardless of capitalization) means all applicable laws, statutes, regulations, government codes, ordinances, and government policies from time to time in force, including applicable tax, privacy, and data protection provisions.

“Grant Review Services” means services that you provide as a self-employed, independent contractor to AwardIT under this Agreement whereby you review grant applications as requested by AwardIT on behalf of Grant Applicants. Grant Review Services include (i) reviewing the relevant grant solicitation provided by the Grant Applicant, (ii) reviewing the proposed grant application from the Grant Applicant, and (iii) completing the response form on the AwardIT Platform, including comments as appropriate.

“Privacy Policy” means the AwardIT policy regarding its collection and use of certain data (available here).

“Terms of Use” means the terms and conditions applicable to all users of the AwardIT website (available here).