Elucinta Pilot Customer Agreement

Version: 1.0

Published: August 2, 2026

Status: Approved by engaged Virginia-licensed counsel for the bounded pilot on August 2, 2026. Customer acceptance remains disabled until Elucinta completes the remaining insurance, local-operating, commercial-email postal-address, deployment, and checkout-preflight conditions.

This Pilot Customer Agreement ("Agreement") is between **Flore Intelligence LLC, doing business as Elucinta** ("Elucinta"), and the business identified in the applicable order or Stripe checkout record ("Customer"). The person accepting represents that the person is authorized to bind Customer.

1. Order and agreement structure

The order identifies the Customer, service, price, supported activity, and any case-specific facts. This Agreement, the order, and the incorporated policies at `https://elucinta.com/policies.html` form the entire pilot agreement.

If they conflict, the order controls only for the business facts it expressly changes; this Agreement controls the service boundary, allocation of responsibility, confidentiality, data handling, disclaimers, and liability terms.

2. Pilot service

Elucinta will prepare one evidence package for one completed, preapproved Microsoft co-op digital-ad activity using only requirements and materials Customer supplies or expressly authorizes.

The standard deliverables are:

• an inventory of Customer-supplied source files;
• a requirements-to-evidence map;
• an indexed evidence package;
• a source-linked claim-entry worksheet;
• a list of missing, inconsistent, and unresolved items;
• a Customer review and submission checklist.

Prepared portal fields are **for Customer verification and entry**. Elucinta's work is administrative organization and source-linked preparation, not an audit, certification, validation, independent verification, or eligibility opinion.

3. Customer authorization and representations

Customer represents and warrants that:

1. Customer and the accepting signer have authority to enter this Agreement.

2. Customer is authorized to disclose every supplied document and its contents to Elucinta and the approved subprocessors for this service.

3. Customer owns or has sufficient intellectual-property, confidentiality, privacy, and contractual rights in every supplied item.

4. The supplied materials are authentic and accurate to Customer's knowledge and are free from malicious code.

5. Customer supplied the current requirements applicable to the exact activity, program, and claiming period.

6. Customer supplied the activity preapproval, invoices, proof documents, and relevant business facts.

7. Customer is responsible for determining whether Microsoft permits Customer to disclose the materials to an independent preparation provider.

8. Customer will not provide portal credentials, bank or tax information, payment-card data, government identifiers, raw attendee or lead lists, health information, or unrelated personal data.

9. Customer remains responsible for deadlines and will allow enough time for preparation, review, correction, and submission.

10. Customer will review the final package before using it.

Customer specifically authorizes Elucinta to receive, copy, rename, convert when necessary for readability, index, map, store temporarily, return, and delete the supplied materials for the agreed service.

Elucinta has no duty to discover an omitted, superseding, conflicting, or customer-specific Microsoft document that Customer did not supply.

4. Customer-controlled decisions and actions

Customer remains solely responsible for:

• eligibility and allowability decisions;
• completeness and accuracy of the underlying facts and requirement set;
• every certification, representation, and attestation;
• Partner Center access, data entry, and submission;
• responding to Microsoft;
• requests for information, disputes, appeals, and reimbursement;
• retaining original records for the required period.

Elucinta will not access Partner Center, use Customer credentials, or communicate with Microsoft for Customer.

When a supplied requirement is ambiguous or conflicts with another supplied item, Elucinta will mark it **Customer decision required** or **Unresolved against supplied materials**. Elucinta will not choose a substantive interpretation for Customer.

5. Excluded services

Elucinta does not provide:

• legal, tax, accounting, audit, compliance, or program-eligibility advice;
• campaign design, placement, execution, or performance optimization;
• claim submission, representation, dispute, or appeal services;
• evidence creation, alteration, backdating, or remediation of missing facts;
• a guarantee of claim acceptance, approval, payment, reimbursement, savings, or timing.

Elucinta is independent from Microsoft and does not claim Microsoft affiliation, sponsorship, certification, endorsement, representation, or agency.

6. Complete-input acceptance and delivery

A case is not accepted as complete until Elucinta sends a written **Complete Input Acceptance** message identifying the case ID and stating that preparation will begin.

The proposed delivery target is three business days after that message. Time awaiting missing, corrected, newly authorized, or replacement materials is outside the delivery period.

Elucinta may reject or pause a case when authorization is unclear, the requirements are incomplete, the files are unreadable or inconsistent, prohibited data is present, or the work would require an excluded judgment or service.

7. Fees and payment

The pilot price is **$495 USD prepaid** for one qualifying standard case. Payment is processed by Stripe. Elucinta does not directly receive or store full payment-card numbers.

No work begins until:

1. Customer affirmatively accepts this Agreement through the required Stripe checkbox;

2. the payment is confirmed;

3. the case passes qualification; and

4. Elucinta sends the Complete Input Acceptance message.

8. Cancellation, refund, and correction

Customer may cancel for a full refund before the Complete Input Acceptance message is sent.

After that message is sent, the order is non-cancellable because reserved professional time and customized digital work have begun. Elucinta will nevertheless issue a full refund when Elucinta cannot deliver the agreed standard package for an Elucinta-controlled reason. Refunds are returned to the original payment method.

Customer may report an Elucinta-caused transcription, indexing, source-link, or file-assembly error within seven calendar days after delivery. Elucinta will correct one verified assembly error without additional charge.

An Elucinta assembly error does not include:

• Customer omissions, inaccuracies, or unauthorized materials;
• newly supplied information;
• changed or previously omitted requirements;
• Customer-requested scope changes;
• substantive eligibility disagreements;
• Microsoft requests, delay, rejection, nonpayment, or reimbursement decisions.

The seven-day correction service does not waive a nonwaivable legal right.

9. Confidentiality

"Confidential Information" means nonpublic business, technical, financial, campaign, contractual, or operational information disclosed for the service.

Confidential Information does not include information that the receiving party can document:

• was lawfully known without restriction before disclosure;
• becomes public without breach of this Agreement;
• is received lawfully from another source without confidentiality duty; or
• is independently developed without use of the disclosing party's Confidential Information.

Each party will use the other party's Confidential Information only for this Agreement, limit access to people and approved providers who need it, and use reasonable safeguards.

If disclosure is legally compelled, the receiving party will provide notice when legally permitted and disclose only what is required.

These confidentiality duties survive for three years after the order ends; trade-secret protection survives while the information remains a protected trade secret.

10. Data handling and subprocessors

Customer authorizes Elucinta to use these provider categories for the pilot:

• Netlify for public website hosting;
• Google Workspace for business email and administrative records;
• Stripe for checkout, consent, payment, and refund records;
• Dropbox for case-specific secure file transfer and temporary storage;
• legal, accounting, insurance, and security advisers when professionally necessary.

Elucinta will not send claim evidence through ordinary email attachments. Customer files will be isolated by case and accessible only to the founder/operator and an expressly approved reviewer with a need to know.

Elucinta will not sell, publish, use for advertising, or use Customer files to train a public general-purpose model.

Working source files are scheduled for deletion within 30 calendar days after final delivery or case closure unless a valid earlier request, legal obligation, dispute, incident, or documented legal hold requires different treatment.

Contract, assent, order, invoice, payment, delivery, correction, and material communication records may be retained for up to six years. Backups expire under the approved provider's documented cycle and may not be immediately erasable.

11. Security incidents

A "Security Incident" is confirmed unauthorized access to, acquisition of, disclosure of, alteration of, or loss of protected Customer data. It excludes unsuccessful routine attacks that do not compromise Customer data.

After confirming a Security Incident affecting Customer data, Elucinta will:

• contain and investigate it;
• notify Customer without unreasonable delay;
• provide known material facts, affected data categories, mitigation measures, and material updates;
• preserve relevant evidence;
• reasonably cooperate with Customer's investigation and legally required notices.

Customer ordinarily controls notices concerning Customer-owned data, unless law independently requires Elucinta to notify a regulator or affected person.

12. Intellectual property

Customer retains ownership of Customer materials. Customer grants Elucinta a limited, nonexclusive license to use them only to perform, secure, document, correct, and close the service.

Elucinta retains ownership of its general methods, templates, schemas, checklists, processes, and tools, excluding Customer Confidential Information.

13. Limited service warranty

Elucinta warrants only that it will perform the agreed organizational work in a professional and workmanlike manner against the accepted Customer-supplied inputs.

Customer's exclusive service remedy for a verified Elucinta-caused assembly error is the included correction or, when Elucinta cannot provide the correction, a refund of the affected order.

14. Warranty disclaimers

Except for the limited service warranty above and to the maximum extent permitted by law, the service and deliverables are provided "as is."

Elucinta disclaims warranties of:

• eligibility or allowability;
• completeness of Customer's requirement set;
• claim acceptance, approval, payment, or reimbursement;
• uninterrupted third-party services;
• fitness for a particular Microsoft program outcome;
• detection of every omission, conflict, or error in Customer materials.

15. Limitation of liability

To the maximum extent permitted by law:

1. Neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages.

2. Elucinta is not liable for lost profits, lost opportunities, lost reimbursement, Customer-controlled submission delay, or a missed deadline caused by Customer delay or incomplete inputs.

3. Elucinta's aggregate liability arising from the affected order will not exceed two times the fees Customer paid for that order.

These limits do not apply to liability that cannot lawfully be limited or to a party's fraud or willful misconduct. Final counsel may require different treatment for gross negligence, confidentiality, or security claims.

16. Customer indemnification

Customer will defend and indemnify Elucinta against a third-party claim arising from:

• Customer's unauthorized, infringing, unlawfully disclosed, fraudulent, or materially false materials;
• Customer-controlled attestations, submissions, representations, or communications;
• Customer's violation of third-party program or contractual terms.

This obligation does not apply to the extent the claim was caused by Elucinta's negligence, fraud, or willful misconduct.

17. Suspension and termination

Elucinta may reject, suspend, or terminate a case when continuing would require an excluded service, violate law or third-party rights, expose prohibited data, create a security or customer-harm risk, or exceed the standard scope.

On termination, Elucinta will apply the refund, return, and deletion terms above.

18. Independent contractor and no agency

Elucinta is an independent contractor. This Agreement does not create employment, partnership, joint venture, fiduciary duty, Microsoft agency, or authority for either party to bind the other except as expressly stated.

19. Force majeure

Neither party is liable for delay caused by an event beyond its reasonable control, except that this section does not excuse Customer's payment obligation for completed work or either party's confidentiality and security duties. The affected party will provide reasonable notice and resume performance when practicable.

20. Governing law and forum

Virginia law governs this Agreement without regard to conflict-of-law rules. The parties consent to exclusive jurisdiction in the state courts serving Fairfax County, Virginia, and the United States District Court with jurisdiction over Fairfax County.

Before filing a claim, a party will give written notice and allow ten business days for good-faith written escalation, unless emergency relief is reasonably necessary.

21. Notices

Operational notices may be sent by business email. Legal notices to Elucinta must be sent to `contact@elucinta.com` and to the postal address shown in the accepted order or checkout record. Notices to Customer may be sent to the business email and billing address recorded at checkout.

A notice is effective when the recipient acknowledges it or, for email, when no delivery failure is received and one business day has passed.

22. Assignment

Neither party may assign this Agreement without the other party's written consent, except Elucinta may assign it in connection with a merger, reorganization, or sale of substantially all relevant assets if the successor assumes the obligations and Customer data remains protected.

23. General provisions

This Agreement and the order are the entire agreement concerning the pilot. Any amendment must be in a written or electronic record accepted by both parties.

If a provision is unenforceable, it will be enforced to the maximum permitted extent and the remainder will continue. A waiver must be explicit and applies only to the stated instance.

Sections concerning payment, confidentiality, data handling, intellectual property, warranty disclaimers, liability, indemnification, dispute terms, and retained records survive termination.

No third party receives a right under this Agreement.

24. Electronic assent

Customer accepts this Agreement only through genuine clickwrap:

• the Stripe checkout displays a required, unchecked terms checkbox;
• the checkbox links directly to this version of the Agreement;
• checkout remains disabled until acceptance;
• Customer supplies its legal business name, signer's name, title, business email, billing address, and confirmation of authority.

Elucinta will retain the agreement version, Customer and signer identity, UTC timestamp, Stripe Checkout Session and payment identifiers, consent status, order or case reference, and the Git-preserved agreement version. Customer receives or can download the accepted Agreement and payment receipt.