Terms of service

1. Acceptance of terms

By creating an account, submitting an access request, or using any part of the ZLab platform at zircular.io (the "Service"), you agree to be bound by these Terms of Service ("Terms") and our Legal Notices and Privacy Policy, which are incorporated by reference.

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

2. Description of service

ZLab provides Asset Decision Review — a decision-governance service that analyzes the operational, physical, and contractual characteristics of a physical asset (plant, building, data center, cold-chain facility, or similar) to assess whether a proposed capital or operational decision has earned the right to move forward.

Each deliverable ("Read" or "Dossier") reflects the state of the available evidence at the time of analysis, expressed through ZLab's framework of evidence levels (Preliminary through Field-Verified). The deliverable states what the evidence supports, what it does not support, and what conditions would change the read.

3. Not investment, engineering, or legal advice

The Service is decision-support, not professional advice. Nothing in any deliverable, communication, or part of the Service constitutes:

• Investment advice or a recommendation to buy, sell, or hold any security, fund interest, or financial instrument. ZLab is not registered as an investment adviser under the Investment Advisers Act of 1940.
• A sealed engineering report or Professional Engineer (PE) opinion. Deliverables may not be used as the basis for permit applications, regulatory filings, or any submission to a public authority that requires a licensed engineering opinion — unless a separate PE certification has been arranged with ZLab.
• Legal advice or an opinion on the application of any regulation, statute, code, or contractual obligation to your specific situation.

4. Client obligations

You agree to: provide accurate and complete information in all intake forms and uploads; upload only data that you are authorized to share; use the Service only for lawful purposes; and not attempt to reverse-engineer, copy, or replicate ZLab's analytical methodology.

You are responsible for all activity under your account. You will notify us promptly at davidl@zircular.io if you become aware of any unauthorized access.

5. Your data and confidentiality

You retain all ownership of the data you upload ("Client Data"). You grant ZLab a limited license to use Client Data solely to deliver the Service for your engagement.

ZLab will treat Client Data as confidential and will not disclose it to third parties except as required by law or as strictly necessary to deliver the Service (for example, to infrastructure providers under confidentiality obligations). We will not use your Client Data to produce publicly attributed case studies without your written consent.

We may use aggregated, fully de-identified insights derived from completed engagements to improve our analytical methods, provided no information attributable to you, your company, or your asset can be reconstructed.

6. Intellectual property

ZLab retains all rights in its analytical methodology, framework, software, and any proprietary logic — including the evidence-level architecture, gate criteria, and scoring approach. These are protected as trade secrets and by applicable intellectual property law. Nothing in these Terms grants you any license to ZLab's methodology beyond what is necessary to receive the Service.

The deliverable produced for your engagement is licensed to you for your internal business use. You may share it internally and with your professional advisers. You may not publish, sell, or transfer it to third parties except as permitted under Section 7 (Limitation on Reliance).

7. Limitation on reliance

Each deliverable is prepared solely for the use of the identified client and solely for the purpose stated in the engagement agreement. No third party — including lenders, investors, counterparties, or co-owners — may rely on any ZLab deliverable. ZLab expressly disclaims any duty or responsibility to such third parties.

If you intend to forward a deliverable to a lender, institutional investor, or other third party who may act on it, contact us at davidl@zircular.io to arrange a separate reliance letter or engagement. Without such an arrangement, third-party reliance is not authorized and ZLab bears no liability for it.

8. Limitation of liability

To the fullest extent permitted by law, ZLab's total liability arising out of or related to any engagement — whether in contract, tort (including negligence), strict liability, or any other theory — is limited to the total fees paid by you for that specific engagement during the twelve months preceding the claim.

In no event will ZLab be liable for any indirect, consequential, special, incidental, or punitive damages, including loss of profits, loss of revenue, loss of data, or business interruption, even if advised of the possibility of such damages.

Some jurisdictions do not allow exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above limitations may not apply to you.

9. No warranty

The Service and all deliverables are provided "as is" and "as available." ZLab makes no warranty, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

ZLab does not warrant that findings will remain accurate as asset conditions, market conditions, or regulatory requirements change after the date of analysis. The certainty level assigned to any finding reflects the evidence available at the time of analysis only.

10. Term, suspension, and termination

These Terms apply from the date you first accept them and remain in effect until your account is terminated. ZLab may suspend or terminate your access if you breach these Terms, fail to pay fees, or engage in conduct that ZLab reasonably determines is harmful to the Service or its users.

You may close your account at any time by contacting us. Upon termination, Sections 5 (confidentiality obligations survive for the period stated in your engagement agreement), 6, 7, 8, 9, and 11 through 13 survive.

11. Changes to terms

ZLab may update these Terms. When we do, we will increment the version number and update the "Last updated" date at the top of this page. For material changes, we will notify registered users by email. Continued use of the Service after a change constitutes acceptance of the updated Terms. If you do not agree to updated Terms, you should stop using the Service and close your account.

12. Governing law and disputes

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles. Any dispute arising from these Terms or the Service will be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

13. General

These Terms, together with the Legal Notices and Privacy Policy, constitute the entire agreement between you and ZLab regarding the Service. If any provision is found unenforceable, it will be modified to the minimum extent necessary, and the rest of the Terms will remain in full force. ZLab's failure to enforce any provision is not a waiver of that provision. You may not assign your rights under these Terms without ZLab's written consent.