Terms of Service

Last Updated: May 5, 2026

These Terms of Service ("Terms") form a binding legal agreement between you ("Client," "you," or "your") and CADA Partners LLC, a Delaware limited liability company ("CADA," "we," "us," or "our"). They apply to all services we provide, whether accessed through our website at getcada.com (the "Site"), by email, or through any related platform or tool we make available (collectively, the "Services").

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "you" and "your" refer to that entity.

By completing a purchase, clicking a checkbox indicating acceptance, entering "I AGREE" or otherwise using our Services, you agree to be bound by these Terms. If you do not agree, do not use our Services or make a purchase.

1. About Our Services

CADA Partners provides professional grant consulting services. We help deep-tech startups identify grant opportunities, prepare grant applications, and navigate the non-dilutive funding landscape. Our services are human-led and may be assisted by artificial intelligence tools.

We offer multiple service packages, each with its own scope, pricing, and terms. The general provisions in Sections 1 through 18 apply to all services. Product-specific terms are set out in the Service Schedules at the end of these Terms. If there is a conflict between a Service Schedule and these general provisions, the Service Schedule controls for that particular service.

2. Eligibility

You must be at least 18 years old and capable of forming a binding contract under applicable law. By using our Services, you confirm that you meet these requirements. If you are purchasing Services on behalf of a business entity, you represent that: (a) the entity is duly organized and in good standing; and (b) you are authorized to bind the entity to these Terms.

3. How to Purchase Services

3.1 Online Checkout

Services are purchased through our Site using our third-party payment processor, Stripe. By completing checkout, you authorize the applicable charges and agree to these Terms. Stripe's own terms and privacy policy govern your use of their payment platform.

3.2 Acceptance of Terms

Your acceptance of these Terms occurs when you: (a) check the Terms of Service acceptance box during checkout or enter "I AGREE" to the Terms of Service; (b) complete a purchase; or (c) begin using our Services. We maintain records of your acceptance, including the date, Terms version, and transaction details.

3.3 Order Confirmation

After checkout, you will receive an email confirming your purchase and outlining next steps, including any intake forms or information we need from you to begin work. The confirmation email will include a summary of the key terms applicable to your purchase, including any fee obligations, deadlines, and a link to the version of these Terms you accepted.

4. Fees and Payment

4.1 Pricing

The fees for each service are specified in the applicable Service Schedule and displayed at checkout. All fees are in U.S. dollars unless otherwise stated.

4.2 Taxes

You are responsible for all applicable sales, use, excise, value-added, and similar taxes imposed by any governmental authority on your purchase. CADA is responsible for its own income taxes.

4.3 Late Payment

Any undisputed amount not paid when due accrues interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend Services if payment remains outstanding for more than ten (10) days after written notice.

4.4 Refunds and Credits

Refund and credit terms vary by service and are specified in the applicable Service Schedule. Except as stated in a Service Schedule, all fees are non-refundable once Services have commenced.

5. What We Need From You

5.1 Accurate Information

You agree to provide truthful, complete, and current information in connection with your purchase and throughout the engagement. This includes business details, technical documentation, and any materials we request to perform the Services.

5.2 Timely Cooperation

You agree to respond promptly to our requests for information, feedback, or approvals. If we do not receive requested materials within five (5) business days, we reserve the right to adjust delivery timelines or, where applicable, defer your application to the next available submission window.

5.3 Client Portal

Where applicable, you agree to use our designated client portal or communication channels for all collaboration on deliverables.

5.4 Compliance and Registrations

For government grant applications, you are solely responsible for maintaining all required registrations (such as SAM.gov, eRA Commons accounts, and agency-specific portals), meeting eligibility requirements, and completing all administrative and compliance steps required by the granting agency.

5.5 Submission Responsibility

CADA does not submit grant applications on your behalf. You are the sole responsible party for submitting all applications to the relevant agency. You agree to provide us with confirmation of submission (such as a forwarded confirmation email) within five (5) business days of submitting.

5.6 Award Notification

You agree to notify us in writing within ten (10) business days of receiving any communication from a granting agency regarding the status of an application we assisted with, including invitations to submit, award notices, or rejection notices. This notification must include the grant status and, if applicable, the total award amount.

6. How We Work

6.1 Professional Standards

We will perform all Services in a professional and workmanlike manner, consistent with generally accepted standards in the grant consulting industry.

6.2 Best Efforts, Not Guaranteed Results

Our engagement is an obligation of best efforts, not a guarantee of results. Grant awards are determined solely by the applicable funding agency, and we have no control over their decisions. We do not and cannot guarantee that any application will be selected, funded, or even reviewed.

6.3 Not Legal or Lobbying Services

We are not a law firm and do not provide legal advice. We are not registered lobbyists and do not engage in lobbying activity. Our Services are limited to grant consulting, including opportunity identification, application preparation, and related advisory support.

6.4 Use of Tools and Subcontractors

We may use artificial intelligence tools, software platforms, and qualified subcontractors to assist in delivering the Services. We remain responsible for the quality of all work product delivered to you regardless of the tools or personnel involved.

7. Intellectual Property

7.1 Your Materials

You retain all rights to the information, documents, data, and materials you provide to us ("Client Materials"). By providing Client Materials, you grant us a non-exclusive, limited license to use them solely for the purpose of delivering the Services.

7.2 Deliverables

Upon delivery to you (meaning when CADA transmits the Deliverable to the email address you provided), we assign to you all right, title, and interest in the work product we create specifically for you under these Terms (the "Deliverables"), including grant applications, pitches, proposals, and related documents. This assignment is effective upon delivery regardless of any subsequent refund of deposit or other fees.

7.3 CADA Methods and Tools

We retain all rights to our pre-existing intellectual property, proprietary methodologies, templates, frameworks, research databases, and general know-how ("CADA IP"), even when elements of CADA IP are incorporated into Deliverables.

7.4 Improvement License

You grant us a royalty-free, non-exclusive, perpetual license to use anonymized and aggregated insights derived from our work with you solely for the purpose of improving our internal processes and service quality. We will not share your confidential information with other clients or use your Deliverables for the benefit of third parties.

8. Confidentiality

8.1 Confidential Information

Each party may share non-public information with the other during the engagement ("Confidential Information"). This includes business plans, technical data, financial information, grant application content, proprietary methods, and any information that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

8.2 Obligations

The receiving party will: (a) protect the disclosing party's Confidential Information with at least the same care it uses for its own confidential information, and no less than reasonable care; (b) use Confidential Information only to fulfill its obligations under these Terms; and (c) not disclose Confidential Information to anyone other than its employees, contractors, or advisors who need access and are bound by equivalent confidentiality obligations.

8.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is received from a third party without restriction; or (d) is independently developed without reference to the disclosing party's Confidential Information.

8.4 Required Disclosures

If either party is compelled by law, regulation, or legal process to disclose Confidential Information, it will provide reasonable advance notice to the other party (where permitted) so the disclosing party may seek a protective order.

8.5 Grant Program Disclosures

Both parties acknowledge that information submitted as part of a grant application may become accessible to the reviewing agency and, in some cases, may become part of the public record through the normal grant review or award process. Such disclosures are not a breach of these confidentiality obligations.

8.6 Duration

Confidentiality obligations survive termination of these Terms for a period of three (3) years.

9. Grant Compliance

9.1 Fee Structure

Our fees compensate us for professional consulting and advisory services that are fully performed regardless of whether a grant application is approved, funded, or reviewed. These services include research, competitive analysis, strategic positioning, application preparation, and expert framing of your technology for agency evaluation criteria. Where a fee is calculated by reference to a grant award amount, it reflects the value of consulting services already rendered and is not a commission, finder's fee, or payment for obtaining or securing a government award.

9.2 Payment Source

You agree to pay all fees from your own general operating funds. Fees under these Terms must not be paid from, reimbursed by, or charged against any grant funds.

9.3 Budget Exclusion

Fees under these Terms must not be included in any grant application budget, listed as project costs, or claimed as allowable expenses to any funding agency.

10. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 6.1, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT: (A) ANY GRANT APPLICATION WILL BE APPROVED, FUNDED, OR FAVORABLY REVIEWED; (B) OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR (C) ANY PARTICULAR RESULT WILL BE ACHIEVED THROUGH USE OF OUR SERVICES.

NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED FROM US WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

11. Limitation of Liability

11.1 Exclusion of Certain Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, CADA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

OUR TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO CADA UNDER THE APPLICABLE SERVICE SCHEDULE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Applicability

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. Indemnification

12.1 Your Indemnification

You agree to indemnify, defend, and hold harmless CADA and its members, managers, officers, employees, contractors, and agents from and against any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your breach of these Terms; (b) your use of the Deliverables; (c) any inaccuracy in the Client Materials you provide; or (d) your violation of any applicable law or third-party right.

12.2 Our Indemnification

We will indemnify, defend, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claims alleging that the Services as delivered by us infringe a third party's intellectual property rights, provided that: (a) you promptly notify us of the claim; (b) you give us sole control of the defense and settlement; and (c) you cooperate with us at our expense.

13. Term and Termination

13.1 Term

These Terms are effective from the date you first accept them and remain in effect for as long as you have an active engagement or outstanding obligations under any Service Schedule.

13.2 Termination for Cause

Either party may terminate these Terms (or any specific Service Schedule) by providing thirty (30) days' written notice if the other party materially breaches and fails to cure the breach within that notice period.

13.3 Termination by You

You may cancel a service engagement by emailing us at justin@getcada.com. Refund eligibility upon cancellation is determined by the applicable Service Schedule. Cancellation does not relieve you of any obligations that accrued prior to cancellation or that expressly survive termination under Section 13.5, including any Strategic Advisory Fee obligations under the applicable Service Schedule.

13.4 Effect of Termination

Upon termination: (a) we will cease performing Services; (b) you remain obligated to pay all accrued and unpaid fees, including any Strategic Advisory Fees for applications delivered, or any application based on or derived from Deliverables provided by CADA (meaning transmitted by CADA to the email address you provided), prior to termination that result in awards within twenty-four (24) months of submission; and (c) each party will return or destroy the other party's Confidential Information upon request, except that each party may retain copies as required by law, regulation, professional record-keeping obligations, or as necessary to enforce surviving obligations under Section 13.5 (including outstanding fee obligations). For purposes of this Section, "delivered" means transmitted by CADA to the email address provided by Client during the intake process.

13.5 Survival

Sections 4 (Fees and Payment), 7 (Intellectual Property), 8 (Confidentiality), 9 (Grant Compliance), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 14 (Dispute Resolution), and 18 (General Provisions) survive termination. Any fee obligations in the applicable Service Schedule that are expressly stated to survive termination (including Strategic Advisory Fee obligations under Schedule B, Section B.9) also survive.

14. Dispute Resolution

14.1 Informal Resolution First

Before initiating formal proceedings, you agree to contact us at justin@getcada.com with a written description of your concern. We will attempt to resolve the matter through good-faith discussion within thirty (30) days.

14.2 Binding Arbitration

If we cannot resolve the dispute informally, either party may submit the dispute to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Arbitration will be conducted by a single arbitrator in Wilmington, Delaware (or another mutually agreed location). The arbitrator's decision is final and enforceable in any court of competent jurisdiction.

14.3 Class Action Waiver

ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

14.4 Exceptions

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information without first submitting to arbitration. Either party may also bring claims within the jurisdiction of the Delaware Justice of the Peace Court or other applicable small claims court without submitting to arbitration.

14.5 Attorney's Fees

In any arbitration, litigation, or other proceeding to enforce these Terms, the prevailing party is entitled to recover its reasonable attorney's fees, costs, and expenses from the non-prevailing party.

14.6 Virtual Proceedings

Arbitration hearings may be conducted by videoconference at the arbitrator's discretion or by mutual agreement of the parties.

14.7 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

15. Changes to These Terms

We may update these Terms from time to time. When we make changes, we will update the "Last Updated" date at the top and post the revised version on our Site. For material changes, we will also notify you by email at the address associated with your purchase. Changes take effect thirty (30) days after posting for existing Clients. Your continued use of the Services after changes take effect constitutes acceptance. If you do not agree to the updated Terms, you should discontinue use of the Services.

16. Communications

By purchasing our Services, you consent to receive communications from us by email related to your engagement, including order confirmations, project updates, and service announcements. You may opt out of marketing communications at any time, but transactional communications related to active engagements cannot be opted out of.

17. Force Majeure

Neither party will be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, pandemics, government actions, labor disputes, utility failures, cyberattacks, or disruptions to third-party services we rely on.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the applicable Service Schedule(s) and our Privacy Policy, constitute the entire agreement between you and CADA regarding the Services and supersede all prior discussions, agreements, and understandings. In the event of a conflict between these Terms and the Privacy Policy, these Terms control with respect to contractual rights and obligations, and the Privacy Policy controls with respect to data handling practices.

18.2 Severability

If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

18.3 No Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

18.4 Assignment

You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets without your consent.

18.5 Notices

All legal notices must be in writing and sent to:

CADA Partners LLC
1603 Capitol Ave Ste 415 PMB 971343
Cheyenne, WY 82001
Email: justin@getcada.com

Notices to you will be sent to the email address associated with your purchase.

18.6 Independent Contractor

CADA is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

18.7 Export Compliance

You agree to comply with all applicable U.S. export control laws and regulations in connection with your use of the Services and any Deliverables.

19. Contact Us

Questions about these Terms? Reach us at:

Email: justin@getcada.com
Mail: CADA Partners LLC, 1603 Capitol Ave Ste 415 PMB 971343, Cheyenne, WY 82001

Service Schedule

The following Service Schedule contains product-specific terms that supplement the general provisions above. It applies only to the Aims-First service. For the NSF Pitch First service, see Schedule A.

Schedule B: NIH SBIR Specific Aims ("Aims-First")

Effective Date: May 5, 2026

This Schedule governs the purchase and delivery of our NIH SBIR Specific Aims service, marketed as "Aims-First." It supplements and is subject to the general Terms of Service above.

B.1 Service Description

CADA will prepare an "Aims-First Package" on your behalf, consisting of: (a) an Institute and Center ("IC") match analysis identifying a recommended primary IC and one or two dual-assignment options, with reasoning; (b) a one-page NIH-format Specific Aims document drafted to support an NIH SBIR Phase I application (R43); (c) a drafted Program Officer ("PO") outreach email tailored to the recommended IC; (d) the named PO contact for the recommended IC; and (e) five calibrated questions to ask on the PO conversation.

Delivery is made entirely over email. No live calls with CADA are included unless mutually agreed upon or purchased separately.

B.2 What Is Included

• IC-match analysis (primary IC plus 1-2 dual-assignment options)
• One-page Specific Aims document in NIH format, with 2-3 aims and measurable success criteria
• Drafted PO outreach email
• Named PO contact for the recommended IC plus guidance on dual-assignment requests
• Five calibrated questions for the PO conversation
• One (1) round of revisions limited to factual corrections, clarifications, and minor wording adjustments

B.3 What Is Not Included

• Full NIH SBIR Phase I proposal preparation (available separately under Section B.8)
• NIH R-mechanisms other than SBIR Phase I (R43)
• SAM.gov, eRA Commons, or other registration assistance
• Resubmission strategy or A1 application preparation
• Applications to agencies other than NIH
• Legal, regulatory, or clinical advice of any kind
• Letters of support drafting

B.4 Pricing and Deposit

• Deposit: USD $250, collected via Stripe at checkout.
• Nature of deposit: The deposit is a commitment device that ensures follow-through on the PO outreach process. The Aims-First Package is provided at no additional cost beyond the deposit.
• No success fee triggered by Aims-First. The Aims-First service does not, by itself, give rise to any Strategic Advisory Fee. A Strategic Advisory Fee applies only if you separately engage CADA for the full Phase I proposal under Section B.8 (see Section B.9 for details).

B.5 Intake and Delivery Timeline

You must complete the Aims-First intake form within fourteen (14) calendar days of your deposit payment. We will deliver your Aims-First Package within approximately five (5) business days after we have received your completed intake.

B.6 Your PO Outreach Obligation

You are responsible for sending the drafted PO outreach email, or substantially equivalent communication, to the recommended NIH Program Officer in good faith. You must document outreach to the recommended PO (or to a PO at a dual-assignment IC named in our analysis) within sixty (60) calendar days of the date your deposit payment is processed (the "PO Outreach Deadline").

Acceptable proof of PO outreach includes any of the following: (a) a forwarded email thread showing the PO replied; (b) a calendar invite or post-call confirmation reflecting a held PO call; or (c) the PO's reply forwarded to us with the subject line referencing your Specific Aims. Proof may be submitted at getcada.com/aims-first/proof or by email to nalin@getcada.com.

B.7 Deposit Refund Terms

(a) Refund upon documented PO outreach. If you provide acceptable proof of PO outreach within the PO Outreach Deadline, you will receive a full refund of your $250 deposit. Refunds are processed within five (5) business days after we receive acceptable proof.

(b) Forfeiture for non-outreach. If you do not document PO outreach within the PO Outreach Deadline, the deposit is forfeited. No refund will be issued. This policy exists because the service has been fully performed and the deposit is intended to ensure follow-through on the PO conversation.

(c) Forfeiture for non-completion of intake. If you do not complete the intake form within fourteen (14) calendar days of your deposit payment, the deposit is forfeited. CADA cannot deliver the Aims-First Package without the information requested in the intake form, and delays caused by your non-responsiveness do not extend the PO Outreach Deadline.

(d) Extension of PO Outreach Deadline. CADA may, at its sole discretion, extend the PO Outreach Deadline by providing you with written notice of the new deadline (for example, if the recommended PO is unavailable for an extended period due to leave, agency reorganization, or government shutdown). You do not have an automatic right to an extension. Any extension must be approved by CADA in writing.

(e) Eligibility refund. If after deposit we determine you do not meet the eligibility filter in Section B.11 (for example, if you have submitted a prior NIH R-mechanism application that was not disclosed at checkout), we will refund your deposit in full and decline to deliver the Aims-First Package. No forfeiture applies in this case.

B.8 Full NIH SBIR Phase I Proposal Services (Optional)

If, following your PO conversation, you elect to engage CADA to prepare your full NIH SBIR Phase I proposal, the following terms apply. You are not required to use CADA for the full proposal.

• Full Proposal Fee: USD $5,000, due within ten (10) calendar days after you notify us in writing of your decision to engage CADA for the full proposal.
• Scope: Preparation of a complete NIH SBIR Phase I (R43) application, including final Specific Aims, Research Strategy (Significance, Innovation, Approach), biosketch guidance, budget and budget justification, facilities and resources, and required supplementary documents. Delivery is made entirely over email. No live calls with CADA are included unless mutually agreed upon or purchased separately.
• Revisions: Up to two (2) rounds of revisions based on your feedback, limited to factual corrections, clarifications, and adjustments within the original scope.
• Notification requirement: You must notify us of your decision to engage CADA for the full proposal within ten (10) business days of your PO conversation.

B.9 Strategic Advisory Fee (Conditional on Full-Proposal Engagement)

The Aims-First service does not, by itself, give rise to any Strategic Advisory Fee. The Specific Aims package, IC-match analysis, and PO call are compensated solely by the (refundable) $250 deposit described in Sections B.4 and B.7.

A Strategic Advisory Fee of five percent (5%) of the gross NIH SBIR Phase I award amount applies only if you elect to engage CADA for the full Phase I proposal under Section B.8. By engaging CADA for the full Phase I proposal, you agree that any NIH SBIR Phase I award resulting from that full-proposal engagement triggers the Strategic Advisory Fee in addition to the $5,000 flat fee in Section B.8. If you do not engage CADA for the full proposal -- whether you submit on your own, use another consultant, or do not submit at all -- no Strategic Advisory Fee applies, even if the application relies on or is informed by the Specific Aims, IC analysis, or other Aims-First Deliverables.

• Trigger: Your written engagement with CADA for the full Phase I proposal under Section B.8. Until that engagement is signed, no Strategic Advisory Fee obligation attaches.
• When due: If triggered, the Strategic Advisory Fee is payable within thirty (30) days after you receive the Phase I grant funds from NIH (Notice of Award).
• Scope: Applies only to NIH SBIR Phase I (R43) awards resulting from a full-proposal engagement under Section B.8. It does not apply to Phase II awards, supplements, R-mechanism awards (R01, R21, R34), or other follow-on funding.
• Definition: "Gross Phase I award amount" means the total funding amount specified in the official NIH Notice of Award, or if the award amount is subsequently modified by NIH, the final awarded amount.
• Payment method: Payable via ACH, wire transfer, or Stripe invoice, as directed by CADA.
• Related entities (when triggered): Once the Strategic Advisory Fee is triggered by a full-proposal engagement, the obligation extends to any application submitted by you, your affiliates, any entity in which you hold a controlling interest, or any entity that directly or indirectly uses the full-proposal Deliverables provided by CADA. For purposes of this Section, "affiliate" means any entity that controls, is controlled by, or is under common control with you.
• Survival: Once triggered, the Strategic Advisory Fee obligation survives termination of these Terms. If NIH issues a Phase I award within twenty-four (24) months after CADA delivers the full-proposal Deliverables, the Fee remains due regardless of whether these Terms have been terminated.
• Verification and audit (when triggered). Once triggered, CADA reserves the right to independently verify the status of any NIH application via publicly available databases such as NIH RePORTER. You agree to provide CADA with a copy of any NIH Notice of Award, including the award amount, within ten (10) business days of receipt. If you fail to notify CADA of an award and CADA discovers it through independent verification, the Strategic Advisory Fee remains due and payable, and interest under Section 4.3 accrues from the date the fee would have been due had you provided timely notice.

B.10 Grant Compliance (NIH-Specific)

In addition to the general grant compliance provisions in Section 9:

• When triggered under Section B.9, the Strategic Advisory Fee compensates CADA for consulting services that are fully performed in connection with the full Phase I proposal engagement, including research strategy development, scientific framing, strategic positioning, and professional preparation of your Phase I application. These services have independent value and are rendered regardless of the outcome of your application. The fee is not a commission, finder's fee, or contingent fee for obtaining or securing a government award as those terms are understood under 2 CFR 200.458.
• You will not include any CADA fees in your NIH budget or claim them as allowable costs.
• You will pay all CADA fees from your own non-grant funds.

B.11 Eligibility Filter

The Aims-First service is offered exclusively to first-time NIH applicants. By purchasing the service, you represent and warrant that:

• You have not previously submitted any application for an NIH R-mechanism award, including but not limited to R01, R21, R34, R43, R44, F-series, or K-series applications, on behalf of your company or as PI on behalf of any affiliated entity;
• You are not currently a CADA client with an active engagement on another grant program at the time of deposit.

If we determine after deposit that you do not meet these requirements, we will refund your deposit in full and decline to deliver the Aims-First Package, per Section B.7(e).

B.12 Additional Client Responsibilities (NIH-Specific)

In addition to the general obligations in Section 5, for the Aims-First service you agree to:

• Complete the intake form accurately and within the timeline in Section B.5.
• Make a good-faith attempt to contact the recommended NIH PO using the drafted email and Specific Aims document we provide, within the PO Outreach Deadline.
• Provide acceptable proof of PO outreach (per Section B.6) so that CADA may process your refund.
• For applicable applications, register and maintain SAM.gov and eRA Commons accounts. SAM.gov registration takes 2-4 weeks and is your sole responsibility.
• Be the sole responsible legal entity for all portal registrations, certifications, teaming agreements, and intellectual property negotiations related to any NIH application.
• Provide us with a copy of all submission files and confirmation of successful submission for any application based on or derived from the Aims-First Package.

For the NSF Pitch First service Schedule, see the NSF Pitch First Terms.