Terms and Conditions

Elution Labs LLC Effective Date: June 21, 2026 Last Updated: June 21, 2026

1. Acceptance of Terms

By accessing the Elution Labs website, submitting an assessment intake form, creating a platform account, or signing an engagement agreement, you ("Client") agree to be bound by these Terms and Conditions ("Terms").

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not have such authority, or if you do not agree with these Terms, do not use the platform or engage our services.

2. Description of Services

Elution Labs LLC provides the following services:

Free Assessment A structured intake and analysis process that identifies operational gaps, workflow inefficiencies, and data readiness issues in a client's business. The assessment is provided at no cost and results in a report and recommended scope of work.

Strategy Session A paid consultation to review assessment findings, discuss engagement options, and develop a proposed scope of work.

Data Architecture and Operational Clarity Engagements Structured paid engagements that deliver documented understanding of how a business operates, where data lives, how systems connect, and what improvements are possible. These engagements result in data architecture documentation, workflow maps, and integration specifications.

Automation Design and Deployment Design, build, and deployment of custom automations tailored to specific client workflows, operating within the scope defined in the engagement agreement.

Ongoing Monitoring Optional subscription-based monitoring of compliance signals, system changes, and operational intelligence relevant to the client's environment.

3. Client Responsibilities

To enable effective service delivery, Client agrees to:

  • Provide accurate, complete, and up-to-date information throughout the engagement
  • Grant access to systems, processes, and data categories explicitly listed in the engagement agreement, for the duration of the engagement
  • Authorize a time-limited observation window as defined in the engagement agreement, providing scoped read-only access to the systems and data categories listed therein
  • Authorize ongoing monitoring access for any data categories Client chooses to include, as agreed in writing
  • Designate an internal point of contact with authority to make decisions during the engagement
  • Review and provide timely feedback on deliverables
  • Maintain the security of platform login credentials
  • Notify Elution Labs promptly of any changes to systems, data, or business context that may affect the engagement

4. Elution Labs Responsibilities

Elution Labs agrees to:

  • Deliver services as described in the engagement agreement and these Terms
  • Apply Elution Labs' proprietary methodology to produce documented, actionable outputs
  • Maintain the security and availability of the platform
  • Notify Client promptly of any material issues affecting service delivery
  • Keep Client data confidential as described in these Terms and the Privacy Policy

5. Intellectual Property

5.1 Client Ownership

Client owns:

  • All data submitted to the platform, including intake submissions
  • All deliverables produced during the engagement: assessment reports, data architecture documentation, workflow maps, process documentation, and automation configurations
  • All database infrastructure provisioned during the engagement, which is owned by Client from the moment it is provisioned and never held on Elution Labs infrastructure
  • All business data, which remains in Client's environment throughout the engagement

Elution Labs will not use Client-specific data, business logic, or deliverables for any purpose other than delivering the agreed services without Client's explicit written consent.

The data infrastructure delivered to Client is designed and built to incorporate Client's applicable compliance and governance requirements. Responsibility for maintaining compliance within Client's own data environment rests with Client following delivery.

5.2 Elution Labs Ownership

Elution Labs owns:

  • The Elution Labs platform, software, and all underlying infrastructure
  • The analytical methodology, assessment frameworks, and scoring models
  • The proprietary tooling used to build, configure, and deploy solutions in client environments
  • Observations about how Elution Labs' proprietary tooling and approaches performed (where Client has opted in per Section 5.3), used solely to improve implementation quality across engagements
  • All training materials, documentation, and templates that are part of the platform methodology

Nothing in these Terms transfers ownership of Elution Labs' methodology or platform tooling to Client.

5.3 Platform Improvement Program

With Client's explicit written authorization, Elution Labs may use observations about how its proprietary tooling and implementation approaches performed during Client's engagement to improve solution quality over time. Before any observation is used for this purpose, all client-identifying information and client-specific content is automatically removed. What remains is structural: patterns about approach performance and reliability, with no connection to Client's business.

This program never uses Client's business data, processes, workflows, or any information that could identify Client or Client's customers.

This program is off by default and requires explicit written opt-in. Client may withdraw authorization at any time with no impact on service delivery.

6. Fees and Payment

6.1 Fee Structure

Fees for engagements are set out in the applicable Statement of Work or engagement agreement signed by both parties. Unless otherwise specified:

  • A non-refundable deposit of 25% is due upon execution of the engagement agreement
  • Remaining fees are due at milestones as specified in the engagement agreement
  • Ongoing monitoring subscriptions are billed monthly in advance

6.2 Late Payment

Invoices not paid within 30 days of the due date may incur a late fee of 1.5% per month on the outstanding balance. Elution Labs reserves the right to suspend services for accounts more than 30 days past due following written notice.

6.3 Refunds

The initial deposit is non-refundable. For milestone payments already made, refunds will be evaluated based on the percentage of work completed at the time of termination. No refunds are issued for completed milestones or delivered outputs.

7. Confidentiality

7.1 Mutual Obligation

Both parties agree to keep confidential any non-public information disclosed by the other party in connection with the engagement ("Confidential Information"). This obligation continues for three years following the end of the engagement.

7.2 Exclusions

Confidential Information does not include information that:

  • Is or becomes publicly known through no breach of this agreement
  • Was independently developed by the receiving party without use of the disclosing party's information
  • Is required to be disclosed by law or valid court order (with prompt notice to the disclosing party where permitted)

7.3 Platform Methodology

Client acknowledges that Elution Labs' methodology, analytical frameworks, and proprietary tooling are proprietary and confidential, even when Client observes them in operation during an engagement. Client agrees not to reverse-engineer, copy, or share these materials.

8. Limitation of Liability and Professional Services Disclaimer

8.1 No Licensed Professional Advice

Assessments, reports, documentation, and recommendations produced by Elution Labs are operational and architectural in nature. They do not constitute legal advice, financial advice, accounting advice, medical advice, or any form of licensed professional advice.

Elution Labs is not a licensed professional services firm. Clients should consult qualified licensed professionals (attorneys, accountants, compliance officers, etc.) before making decisions based on assessment findings, particularly in regulated industries.

8.2 Limitation of Liability

To the maximum extent permitted by applicable law:

  • Elution Labs' total liability to Client for any claims arising from or related to these Terms or the services shall not exceed the total fees paid by Client in the twelve months preceding the claim
  • Elution Labs shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, even if Elution Labs has been advised of the possibility of such damages

8.3 No Guarantee of Outcomes

Elution Labs does not guarantee specific business outcomes, revenue improvements, cost savings, or operational results. Engagement deliverables are analytical and architectural outputs. Actual results depend on Client's implementation decisions and execution.

9. Termination

9.1 Termination by Client

Client may terminate an engagement at any time with 14 days' written notice. Client will owe fees for all work completed up to the termination date. The deposit is non-refundable.

9.2 Termination by Elution Labs

Elution Labs may terminate an engagement with 14 days' written notice if:

  • Client materially breaches these Terms and fails to cure the breach within 14 days of notice
  • Client fails to pay undisputed invoices within 30 days of written notice of delinquency
  • Continuing the engagement would require Elution Labs to act in violation of applicable law

9.3 Effect of Termination

Upon termination, Elution Labs will deliver all completed work product to Client. Client will retain access to delivered outputs. Platform account access will be suspended following a transition period of no less than 14 days.

10. Indemnification

Client agrees to indemnify and hold harmless Elution Labs LLC and its members, employees, and contractors from and against any claims, damages, or expenses (including reasonable attorneys' fees) arising from:

  • Client's breach of these Terms
  • Client's use of engagement outputs in a manner inconsistent with these Terms
  • Claims by third parties arising from Client's business operations

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Wyoming, without regard to its conflict of laws provisions. Wyoming governing law and Denver arbitration venue reflect Elution Labs' formation state and principal place of operations respectively; this split is intentional.

In the event of a dispute, both parties agree to:

  1. First attempt good-faith negotiation for a period of 30 days following written notice of the dispute
  2. If negotiation fails, proceed to mediation before a mutually agreed mediator
  3. If mediation fails, submit to binding arbitration under the rules of the American Arbitration Association, with proceedings conducted in Denver, Colorado

Nothing in this section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.

12. General Provisions

Entire Agreement. These Terms, together with any signed engagement agreement or Statement of Work, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior agreements.

Amendments. Elution Labs may update these Terms from time to time. When material changes are made, active clients will be notified by email at least 30 days before the changes take effect. Continued use of the platform after the effective date of updated Terms constitutes acceptance. If you do not agree to the updated Terms, you may discontinue use of the platform before the effective date.

Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.

No Waiver. Failure to enforce any provision of these Terms does not waive the right to enforce it in the future.

Assignment. Client may not assign these Terms or any engagement agreement without Elution Labs' prior written consent. Elution Labs may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

Force Majeure. Neither party is liable for delays caused by circumstances beyond their reasonable control, including but not limited to natural disasters, government actions, or widespread infrastructure failures.

13. Contact

For questions about these Terms:

Email: debbie@elutionlabs.ai Mailing address: 9200 E Mineral Ave #100, Centennial, CO 80112-3412, US Website: elutionlabs.ai

These Terms are published at elutionlabs.ai/terms.