Terms of Service

Last updated: June 17, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you and Boardman Labs Inc. ("Boardman Labs," "we," "us," or "our"), the company that operates the Zlaip platform, governing access to and use of the Zlaip websites, applications, APIs, and related services (collectively, the "Service").

Effective date: June 17, 2026

PLEASE READ THESE TERMS CAREFULLY. BY CREATING AN ACCOUNT, CLICKING "I AGREE," COMPLETING ONBOARDING, OR USING THE SERVICE, YOU ACCEPT THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

If you use the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

Boardman Labs Inc. is the parent company of Zlaip. References to "Zlaip" in these Terms mean the Service and brand operated by Boardman Labs Inc.

Definitions
The Service
Eligibility and account registration
Sessions, devices, and magic-link access
Agreements between users
Fees, billing, and taxes
Your content
Zlaip intellectual property
AI and automated features
Payments, invoices, and third-party processors
Integrations and third-party services
Acceptable use
Copyright and DMCA
Confidentiality and disputes between users
Beta and experimental features
Disclaimers
Limitation of liability
Indemnification
Suspension and termination
Export compliance
Changes to the Service or Terms
Governing law
Dispute resolution and arbitration
General provisions
Regional addenda
Contact

1. Definitions

"Agreement" means a bilateral workflow record created in the Service between two or more parties, including scope, milestones, legal terms, messages, approvals, and related artifacts.
"Account" means your registered Zlaip user profile and credentials.
"Accountability Chat" means the agreement-scoped messaging timeline and related system event cards in the Service.
"Content" means text, files, images, contracts, messages, metadata, and other material submitted to or generated through the Service.
"Creative" or "Freelancer" means a user acting in the creative/service-provider role on a specific Agreement (not a global account type).
"Client" means a user acting in the client/buyer role on a specific Agreement.
"Lock" or "Locked" means an immutable, hash-sealed record created after explicit human confirmation (e.g., Agreement Lock™, Approval Lock™).
"Party" means a user (or their organization) participating in an Agreement under a defined role.
"Vault" means Zlaip's append-only accountability store for locked records and audit events.
"Your Content" means Content you or your organization submit, upload, or transmit through the Service.

2. The Service

Zlaip is workflow accountability infrastructure for creative work. The Service helps creatives and clients document what was agreed, what was delivered, what was revised, what was approved, and when payment may be released—with a messaging-native timeline and immutable records where parties explicitly lock outcomes.

Zlaip is not:

A general project-management platform, task manager, or replacement for email/Slack/WhatsApp
A law firm or provider of legal advice
A payment processor, bank, money transmitter, or escrow agent
A guarantor of work quality, timeliness, or payment between users

Payment movement, when applicable, is handled by third-party providers (e.g., Stripe, PayPal, Wise) that you or your counterparty connect. Zlaip orchestrates workflow state; providers move funds under their own terms.

3. Eligibility and account registration

You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) and able to enter a binding contract. The Service is not directed to children.

You agree to provide accurate, current registration information and to keep it updated. You are responsible for all activity under your Account and for safeguarding credentials and devices. Notify us immediately at security@zlaip.com if you suspect unauthorized access.

Per-agreement roles. A single Account may participate in many Agreements. Roles (Creative, Client, etc.) are assigned per Agreement, not globally. The same person may be Creative on one project and Client on another.

Business use. If you register using a business email or business name, you represent that you are authorized to act for that business.

4. Sessions, devices, and magic-link access

Zlaip uses long-lived, device-scoped sessions designed for mobile-first use. You may remain signed in across app restarts until you sign out, revoke a device, or we terminate a session for security.

Magic-link access allows invited counterparties to access a single Agreement with a scoped role without a full Account, subject to product limits. Magic-link recipients may later claim or upgrade to a full Account; historical Party records should carry over.

You may view and revoke active devices/sessions where the product provides that control.

5. Agreements between users

Users may create, negotiate, sign, and manage Agreements with counterparties. Features may include intake questionnaires, AI-assisted drafting, general contract sections, industry-pack terms, milestones, change orders, approvals, disputes, and payment-release gates.

Zlaip is not a party to your commercial Agreements with other users unless we expressly state otherwise in a separate written agreement signed by Boardman Labs Inc.

Negotiation vs. lock. Until an Agreement or specific record is Locked, terms may change through in-product negotiation. Locked records are designed to be immutable; changes afterward follow product rules (e.g., change orders, new versions).

You represent that you have authority to enter each Agreement and to bind any organization you represent.

6. Fees, billing, and taxes

Some features may be offered free; others may require a paid subscription or usage fees as described on our website or in an order form ("Fees").

Fees are quoted exclusive of taxes unless stated otherwise.
You are responsible for applicable taxes, duties, and government assessments (excluding taxes on Zlaip's net income).
If you purchase through a third-party marketplace or app store, that provider's terms may apply to billing and refunds.
We may change Fees with notice as required by law or contract. Continued use after a fee change constitutes acceptance where permitted.

Failure to pay may result in suspension of paid features.

7. Your content

Ownership. As between you and Zlaip, you retain ownership of Your Content.

License to us. You grant Boardman Labs a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, adapt (for technical formatting), display, transmit, and otherwise use Your Content solely to:

Provide, maintain, secure, and improve the Service
Facilitate Agreements and visibility to authorized Parties
Comply with law and enforce these Terms
Create backups and disaster-recovery copies

Counterparty visibility. Content you submit within an Agreement is shared with other Parties on that Agreement according to permissions and product design. Do not submit confidential information unless you intend counterparties to receive it.

Representations. You represent that you have all rights necessary to submit Your Content and that it does not violate law or third-party rights.

8. Zlaip intellectual property

The Service—including software, APIs, user interface, documentation, trademarks, logos, and product names (including Zlaip™, Agreement Lock™, Approval Lock™, and related marks)—is owned by Boardman Labs or its licensors and protected by intellectual-property laws.

These Terms grant a limited, revocable, non-transferable right to use the Service in accordance with these Terms. No other rights are granted.

Feedback. If you provide suggestions or feedback, you grant Boardman Labs a perpetual, irrevocable, royalty-free license to use it without restriction or compensation.

9. AI and automated features

The Service may use automated systems, including artificial intelligence and machine learning, to:

Parse contracts and intake answers into structured sections and milestones
Detect workflow signals (e.g., scope drift, revision usage, approval intent, silence, payment cues)
Score agreement health and risk
Draft reminders, summaries, or intervention cards

AI output is advisory only. Automated detections and suggestions do not by themselves lock Agreements, expand scope, record binding approvals, release payments, or create legal obligations. Binding workflow actions require explicit human confirmation through designated in-product flows (see product invariants).

You are solely responsible for reviewing AI-assisted output before relying on it. Zlaip does not warrant accuracy, completeness, or legal sufficiency of AI output.

10. Payments, invoices, and third-party processors

Where enabled, Zlaip may track invoice drafts, payment readiness, overdue status, interest accrual per Agreement terms, and Payment Release Gate™ state.

No custody of funds. Zlaip does not hold client money in escrow. Payment collection and disbursement occur through third-party payment providers. Their terms, privacy policies, and compliance obligations apply to payment transactions.

Zlaip is not responsible for processor downtime, declines, chargebacks, FX rates, tax reporting, or whether work was performed to a Party's satisfaction—though locked records and chat history may be evidence Parties choose to use.

11. Integrations and third-party services

The Service may connect to third-party tools (e.g., Slack, Figma, email, OAuth sign-in, payment providers). Your use of integrations is subject to the third party's terms and privacy practices. Zlaip is not responsible for third-party services, their availability, or their handling of your data.

12. Acceptable use

You agree not to:

Violate law, regulation, or third-party rights
Upload malware, spyware, or harmful code
Attempt unauthorized access, penetration testing without written permission, or interference with the Service
Misrepresent identity, role, authority to sign, or affiliation
Harass, threaten, defame, or discriminate
Use the Service for spam or unsolicited commercial messages outside product-intended invites
Scrape, crawl, or bulk-harvest data except via documented APIs or written permission
Reverse engineer or circumvent technical limits except where applicable law expressly permits
Use the Service to build a competing product using non-public aspects of the Service
Remove proprietary notices or misappropriate Zlaip branding

We may investigate violations and cooperate with law enforcement. We may suspend or terminate access without liability where we reasonably believe violation occurred.

13. Copyright and DMCA

We respect intellectual property rights. If you believe Content on the Service infringes your copyright, send a notice to our designated agent:

DMCA Agent
Email: legal@zlaip.com
Subject line: "DMCA Notice"

Include: identification of the work, identification of the material, your contact information, a good-faith statement, and your signature (physical or electronic). We may remove or disable access to alleged infringing material and terminate repeat infringers where appropriate.

Counter-notices may be submitted as described in 17 U.S.C. § 512(g).

14. Confidentiality and disputes between users

Parties to an Agreement may exchange confidential business information. Zlaip is not responsible for how users handle each other's confidential information, though the Service provides tools to document agreements and communications.

Disputes between users (quality of work, payment, scope) are primarily between those users. Zlaip may provide records Parties locked in the Service but does not adjudicate commercial disputes unless we expressly agree in writing.

The Service may include a dispute feature that blocks payment release gates until resolved, as described in-product.

15. Beta and experimental features

We may offer alpha, beta, preview, or experimental features ("Beta Features"). Beta Features are provided as is, may change or be withdrawn at any time, and may be less reliable or secure. Your use of Beta Features is at your own risk.

16. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

BOARDMAN LABS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, BOARDMAN LABS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT RECORDS WILL SATISFY EVERY LEGAL OR REGULATORY REQUIREMENT IN YOUR JURISDICTION. ZLAIP IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE.

Some jurisdictions do not allow exclusion of implied warranties; in those jurisdictions, disclaimers apply to the fullest extent permitted.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) Exclusion of damages. BOARDMAN LABS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

(b) Liability cap. BOARDMAN LABS' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (i) US$100 OR (ii) THE AMOUNTS YOU PAID BOARDMAN LABS FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

(c) Exceptions. Nothing in these Terms limits liability that cannot be limited under applicable law (including fraud, wilful misconduct, or death/personal injury caused by negligence where such limitation is prohibited).

18. Indemnification

You will defend, indemnify, and hold harmless Boardman Labs and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

Your Content
Your Agreements or conduct with other users
Your violation of these Terms or applicable law
Your violation of any third-party right

We may assume exclusive defense of any matter subject to indemnification; you will cooperate reasonably.

19. Suspension and termination

By you. You may stop using the Service at any time. Account deletion may be available in settings where provided.

By us. We may suspend or terminate your access immediately if you breach these Terms, pose a security risk, are required by law, or if we discontinue the Service (with reasonable notice where practicable).

Effect. Upon termination, your license to use the Service ends. Sections that by nature should survive (including Sections 7–8, 16–18, 22–24, and payment obligations) survive.

Locked records. Termination of an Account does not necessarily delete immutable locked Agreement records that other Parties rely on for accountability; retention is described in our Privacy Policy.

20. Export compliance

You may not use or export the Service except as authorized by applicable export-control and sanctions laws (including U.S. Export Administration Regulations and OFAC sanctions). You represent that you are not located in, under control of, or a national/resident of any embargoed country or prohibited party list.

21. Changes to the Service or Terms

We may modify the Service and these Terms from time to time. If we make material changes to these Terms, we will provide notice (e.g., in-product notice, email, or posting on our website) before the effective date.

Where required by law, we will request renewed consent. Otherwise, continued use after the effective date constitutes acceptance. If you do not agree, you must stop using the Service.

22. Governing law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles, except where mandatory consumer protections in your country of residence require otherwise (see Regional Addenda).

The UN Convention on Contracts for the International Sale of Goods does not apply.

23. Dispute resolution and arbitration

Informal resolution. Before filing a claim, you agree to contact legal@zlaip.com and attempt to resolve the dispute informally for at least 30 days.

Binding arbitration (U.S. users and where permitted). Except for (i) small-claims court matters, (ii) injunctive relief for intellectual property or unauthorized access, and (iii) claims that applicable law prohibits from being arbitrated, disputes arising from these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Venue: Delaware or your county of residence (U.S.)
Class waiver: Proceedings are individual only—no class, consolidated, or representative actions
Opt-out: You may opt out of arbitration within 30 days of first accepting these Terms by emailing legal@zlaip.com with subject "Arbitration Opt-Out" and your account email

Jury trial waiver. To the extent arbitration does not apply, you and Boardman Labs waive any right to a jury trial.

EU/UK consumers. Nothing in this Section 23 limits mandatory rights to bring proceedings in courts of your country of residence (see Section 25).

24. General provisions

Entire agreement. These Terms and documents incorporated by reference (including the Privacy Policy) are the entire agreement regarding the Service.
Severability. If a provision is unenforceable, the remainder remains in effect.
No waiver. Failure to enforce a provision is not a waiver.
Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.
Force majeure. We are not liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, war, labor disputes, internet failures, government actions).
Notices. We may provide notices via the Service, email to your account address, or posting on our website.
Language. These Terms are in English. Translations are for convenience; the English version controls to the extent permitted by law.

25. Regional addenda

25.1 European Economic Area, United Kingdom, and Switzerland

If you are a consumer in the EEA, UK, or Switzerland:

Mandatory consumer protection laws of your country of residence apply where they cannot be waived.
You may bring claims in courts of your country of residence.
For complaints, you may also contact your local data protection authority (see Privacy Policy).

25.2 Australia

If you are an Australian consumer, nothing in these Terms excludes, restricts, or modifies rights under the Australian Consumer Law that cannot be excluded. Our goods and services come with guarantees that cannot be excluded under that law.

25.3 California

California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs. Privacy rights are described in our Privacy Policy (CCPA/CPRA).

26. Contact

Legal: legal@zlaip.com
Support: support@zlaip.com
Security: security@zlaip.com

Postal address (for formal notices):
Boardman Labs Inc.
Attn: Legal — Zlaip
1279 Northmount Street Oshawa, ON L1G 7M7 Canada

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