Terms of Use

1. Definitions

The following defined terms apply throughout these Terms of Use.

"Agreement" — These Terms of Use together with the Privacy Policy, EULA, and any subscription confirmation, all incorporated by reference.

"Authorized User" — An individual assigned unique personal login credentials by Subscriber and authorized to access the Services on Subscriber's behalf.

"Company IP" — The Services and all software, algorithms, source code, object code, interface designs, workflows, databases, documentation, and related technology owned by or licensed to the Company.

"Field Journal" — The digital methods-and-means record module through which Authorized Users manually document field observations, crew activities, survey descriptions, and related project notes.

"Point Data" — Coordinates, measurements, or survey points described or referenced by an Authorized User within the Platform. Point Data in the Platform is descriptive text or manual entry only and is distinct from and unrelated to data collected by survey instruments or data collectors.

"Services" — The Zia Map website (www.ziamap.com), the Zia Map cloud-based Platform, and the Zia Map mobile and desktop Application, collectively.

"Subscriber" — The entity or individual that has entered into a subscription with the Company and is responsible for fees.

"User Content" — All data, field notes, Field Journal entries, Point Data descriptions, survey records, annotations, images, photographs, accident reports, forms, documents, change orders, chat messages, and other materials that Authorized Users upload to or create within the Services.

2. Acceptance of Terms

These Terms of Use ("Terms") are a legally binding agreement between you ("Subscriber," as defined in Section 1, and referred to herein as "you" or "your") and Zia Map LLC, a California limited liability company ("Company," "we," "us," or "our").

If you are accepting on behalf of an organization, you represent that you have authority to bind that organization. The Services are available only to persons 18 years of age or older with legal capacity to enter a binding contract. The Services are intended solely for professional business use within the civil engineering, land surveying, and related construction industry field services sector (the "Intended Field of Use"). The Services are not intended for use by private individuals for personal, family, or household purposes, or by businesses operating outside the Intended Field of Use. Subscriber acknowledges that the Services have been designed, priced, and warranted with the Intended Field of Use in mind. To the maximum extent permitted by applicable law, Subscriber waives any and all warranty claims, liability claims, and related remedies to the extent arising from use of the Services outside the Intended Field of Use. Nothing in this provision limits Subscriber's obligations under these Terms.

2.1 Order of Precedence

The documents comprising the Agreement govern in the following order of precedence in the event of any conflict or inconsistency: (1) any subscription confirmation, to the extent it expressly states that it supersedes these Terms on the specific point in conflict; (2) these Terms of Use; (3) the Privacy Policy; and (4) the EULA. A subscription confirmation that is silent on a particular matter does not supersede these Terms; silence is not a conflict. No course of dealing, course of performance, or trade usage modifies the Agreement.

3. Services Description and Scope

3.1 What Zia Map Provides

Zia Map provides a cloud-based project management platform for civil engineering and land surveying professionals. Current functionality includes:

• Digital Field Journal for methods-and-means narrative by field crews
• Georeferenced photographs on maps and photo annotation
• Forms module including accident reports with on-site photo upload to project records
• Digital change order execution and document signing via BoldSign integration
• Project-linked team messaging saved to the associated project record
• Multi-user team collaboration with linked Authorized User accounts
• Mobile (iOS and Android) and desktop access
• Cloud-based storage of all User Content

3.2 Field Journal: Methods-and-Means Documentation

The Field Journal is a digital record-keeping tool. Field crews use it to document activities, methods, procedures, crew composition, equipment used, site conditions, and other project narrative. The Field Journal is a descriptive journal only.

3.3 Forms Module and Accident Reports

The Platform includes a Forms module through which Authorized Users may complete configurable forms on site, including accident and incident report forms, and attach photographs. Completed forms and photos are saved within the applicable project record.

3.4 No Legal Advice

3.5 Professional Licensing Disclaimer

3.6 Photographs: Acceptable Use and Privacy

Subscriber is solely responsible for all photographs uploaded to the Platform. By uploading any photograph, Subscriber represents and warrants that: (a) all necessary consents, releases, and permissions have been obtained from any identifiable individuals depicted; (b) the photograph does not violate any privacy law, right of publicity, or other personal right; (c) the photograph does not depict any location or property in violation of any applicable law, confidentiality obligation, or security restriction; and (d) the photograph does not contain illegal, obscene, defamatory, or otherwise objectionable content. The Company has no knowledge of and does not review photograph content. The Company is not liable for any claim arising from photograph content, including privacy violation or right-of-publicity claims. Subscriber shall indemnify and hold the Company harmless from all such claims.

3.7 Future Expansion

Zia Map may expand its platform to serve industries beyond civil engineering and land surveying. These Terms and all disclaimers apply in all industries and use cases. Additional industry-specific terms may be added through amendments.

4. Accounts, Authorized Users, and Login Credentials

4.1 Account Registration

To access the Services, Subscriber must register and provide accurate, complete, and current information. The Company may suspend or terminate accounts with inaccurate registration information.

4.2 Individual Login Credentials Required

Each Authorized User is assigned one unique individual login. Credentials are personal and non-transferable.

Subscriber is responsible for all activity under any Authorized User credential. Notify the Company immediately at legal@ziamap.com upon any known or suspected unauthorized access.

4.3 Responsibility for Authorized Users

Subscriber is responsible for ensuring all Authorized Users comply with these Terms. Any act or omission by an Authorized User is deemed the act or omission of Subscriber.

5. Subscriptions, Automatic Renewal, and Fees

5.1 Subscription Plans

Standard Team Plan (Monthly): $299.00 per month, includes up to five (5) named Authorized User seats. Additional Authorized User seats are available at $40.00 per seat per month, added at the time of request.

Standard Team Plan (Annual): $2,990.00 per year (equivalent to 10 months at the monthly rate, providing two months at no charge), includes up to five (5) named Authorized User seats. Additional Authorized User seats are available at $40.00 per seat per month.

Enterprise Plan: Pricing and terms are negotiated on a case-by-case basis and set forth in a separate subscription confirmation or written agreement signed by both parties. Contact legal@ziamap.com to discuss Enterprise pricing.

5.2 Automatic Renewal Disclosure

By subscribing to a Standard Team Plan, you affirmatively consent to automatic renewal and recurring charges at the applicable plan interval (monthly or annual), in compliance with California Business and Professions Code §§ 17600–17606 and ROSCA, 15 U.S.C. § 8401. Enterprise subscription renewal terms are governed exclusively by the applicable subscription confirmation; in any conflict, the subscription confirmation controls.

5.3 How to Cancel

You may cancel your subscription at any time through your account settings within the Platform or by sending written notice to legal@ziamap.com. Cancellation takes effect at the end of the then-current billing period. Access continues through that period. No further charges will be made after the billing period in which you cancel. The Company will confirm cancellation by email. Following cancellation, the Data Retrieval Period in Section 12.5 applies.

5.4 Price Changes

The Company may change pricing upon 30 days' written notice. Continued use after the effective date constitutes acceptance.

5.5 Payment Authorization

By providing a payment method, you authorize the Company and its payment processor to charge all subscription fees and add-ons. If a charge is declined or reversed, the Company may suspend access immediately.

5.6 Taxes

You are responsible for all applicable sales, use, and similar taxes. If the Company is required by law to collect taxes, they will be added to your invoice.

5.7 No Refund Policy

5.8 Free Trials

Free trials are subject to terms communicated at offer. The Company may terminate any free trial at any time without notice. Stored data may be deleted if you do not convert to a paid plan within the specified period.

6. Intellectual Property

6.1 Company Ownership

All right, title, and interest in the Services and all Company IP are and remain the exclusive property of Zia Map LLC and its licensors. These Terms do not transfer any ownership interest. All rights not expressly granted are reserved. Company IP is protected by U.S. and international copyright, patent, trade secret, and trademark law. You may not: (a) reverse-engineer, decompile, disassemble, or attempt to access the source code, underlying algorithms, or trade secrets of any component of the Services; (b) circumvent any technical protection measure, access control, or license enforcement mechanism; (c) use any component of the Services or any output therefrom to train, fine-tune, or develop any artificial intelligence, machine learning, or competing software system; or (d) use any automated means to access, query, or extract data from the Services except as expressly authorized in writing by the Company.

6.2 License to You

Subject to compliance with these Terms and timely payment of fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business operations during the Subscription Term.

6.3 Your User Content — Your Data Is Yours

All User Content you create, upload, or input is and remains your property. The Company does not claim ownership, does not sell or monetize your User Content, and does not use it to train AI or machine learning models. The Company's only right is a limited license to store and process your User Content to deliver the Services. That license terminates when your subscription ends and your User Content is deleted after the Data Retrieval Period. For clarity, User Content is permanently deleted after the Data Retrieval Period set forth in Section 12.5. Account, billing, and compliance records are retained for the periods described in Section 7.6 and the ZiaMap Data Retention Policy to satisfy legal and tax obligations.

6.4 User Content Representations

You represent and warrant that: (a) you own or have all necessary rights to your User Content; (b) your User Content does not infringe any third-party intellectual property or privacy rights; and (c) your User Content does not contain unlawful material.

You are solely responsible for any third-party copyright claims arising from your User Content. The Company disclaims all liability for such claims and you agree to indemnify the Company from all related costs and damages.

6.5 DMCA

To submit a copyright infringement notice under the DMCA, 17 U.S.C. § 512, contact legal@ziamap.com with subject line "DMCA Notice" and all required information.

6.6 Feedback

If you provide feedback about the Services, you grant the Company a perpetual, irrevocable, royalty-free license to use that feedback without restriction or compensation.

6.7 Trademarks

The Zia Map name and logo are trademarks of the Company. You may not use them without prior written permission.

7. Cloud Storage, Data Hosting, and Security

7.1 Cloud Infrastructure

All User Content is stored in third-party cloud infrastructure. The Company uses commercially reasonable cloud providers with industry-standard security measures. By using the Services, you consent to your User Content being stored on third-party cloud servers located in the United States.

7.2 Security Measures

The Company implements commercially reasonable security measures, including encrypted transmission (TLS), access controls, and monitoring. No system is completely secure.

7.3 Data Breach Notification

In the event of a confirmed security breach materially compromising your personal information, the Company will provide notice as required by applicable law, including California Civil Code §§ 1798.29 and 1798.82 and applicable state breach notification laws.

7.4 Your Backup Responsibility

The Company is not liable for loss, corruption, or unavailability of User Content for any reason, including the Company's own negligence, hardware failure, cyberattack, or service disruption. Subscriber is solely responsible for maintaining independent backup copies. Regular export of all project data is strongly recommended.

7.5 Data Location

User Content is stored and processed in the United States. The Services are not directed at users outside the United States.

7.6 Data Retention

The Company retains different categories of data for different periods depending on operational need, legal obligation, and the type of data involved. User Content is permanently deleted after the Data Retrieval Period as set forth in Section 12.5. Account, billing, and compliance records are retained for the periods described in the ZiaMap Data Retention Policy, which governs the Company's retention practices in detail.

7.7 Subscriber Security Responsibilities

Subscriber is responsible for all access using Authorized User credentials. Notify the Company at legal@ziamap.com immediately of any known or suspected unauthorized access.

7.8 Project Messaging

All chat messages are saved to the associated project record. Do not transmit attorney-client privileged communications, protected health information, classified government information, or other specially protected content through Platform messaging.

8. Confidentiality of Subscriber Data

The Company acknowledges that User Content may include sensitive or proprietary business information related to government infrastructure, private development, litigation support, and professional engagements. The Company will treat User Content as confidential and will not disclose it to any third party except: (a) to subprocessors engaged solely to provide the Services, subject to confidentiality obligations; (b) as required by applicable law, regulation, or valid legal process; (c) with Subscriber's prior written consent; or (d) as necessary to investigate or respond to a security incident.

If the Company receives a subpoena or government order requiring disclosure of User Content, the Company will, to the extent permitted by law, provide prompt written notice to Subscriber before making any disclosure so that Subscriber may seek a protective order. Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the Company, or that was independently developed without use of User Content.

9. Service Availability and Modifications

The Company targets a monthly uptime availability of 99.0% for the core Platform, measured on a calendar-month basis and excluding scheduled maintenance windows, third-party infrastructure outages, and circumstances constituting force majeure. This target is aspirational and does not constitute a binding service level agreement or a guarantee of any specific level of availability. In the event the Company becomes aware of a service outage expected to exceed four (4) hours, the Company will use commercially reasonable efforts to post a status notice at the Company's support email or website. The Company may at any time, without prior notice, modify, add, or remove features; temporarily suspend Services for maintenance; or permanently discontinue the Services or any component. No refunds will be issued for service modifications, scheduled maintenance, or unplanned downtime. Your continued use after any modification constitutes acceptance.

10. Prohibited Conduct

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable law
• Upload User Content that infringes intellectual property rights or contains unlawful material
• Share login credentials with any other individual
• Attempt unauthorized access to the Services, other accounts, or connected systems
• Introduce malicious code, viruses, or other harmful software
• Reverse-engineer or attempt to access source code of the Services
• Use automated tools, bots, or scrapers on the Services
• Sublicense, resell, or transfer your access rights without authorization
• Interfere with or disrupt the operation or integrity of the Services
• Use the Services to develop a competing product
• Use the Services or any output of the Services to benchmark, evaluate, or train any competing product or service
• Access or interact with any Service API, interface, or data feed through automated means, scripts, or programs not expressly authorized by the Company in writing
• Circumvent, disable, or otherwise interfere with any technical protection measure, access control, license enforcement mechanism, or security feature of the Services
• Extract, compile, or aggregate data from the Services in bulk, or use any portion of the Services or its data to create a derivative training dataset for any artificial intelligence, machine learning, or large language model system
• Probe, scan, or test the vulnerability of the Services or any connected system without the Company's prior written authorization

11. Devices, Connectivity, and App Stores

11.1 Device Responsibility

You are solely responsible for your device, operating system, and internet connection. The Company is not responsible for: device damage or malfunction; data stored locally on your device; battery or performance impact; operating system incompatibility; or device security vulnerabilities.

11.2 App Store Terms

If you download the App through Apple App Store or Google Play Store, your use is also subject to that provider's terms. In the event of conflict, these Terms govern as between you and the Company.

11.3 Connectivity

Most features require an internet connection. The Company is not responsible for data loss, incomplete uploads, or degraded functionality due to poor or unavailable connectivity.

12. Term, Termination, and Data Retrieval

12.1 Term and Auto-Renewal

These Terms begin when you first access the Services and continue for the applicable subscription period (monthly or annual, as selected at sign-up), automatically renewing unless cancelled per Section 5.3.

12.2 Termination by Subscriber

You may cancel at any time through your account settings within the Platform or by sending written notice to legal@ziamap.com. Cancellation takes effect at the end of the then-current billing period. Access continues through that period. No further charges will be made after the billing period in which you cancel. No prorated refunds will be issued.

12.3 Account Suspension

Suspension is a temporary restriction of access and does not terminate the subscription or trigger the Data Retrieval Period. The Company may suspend access, without prior notice and without terminating the Agreement, for: (a) non-payment of fees; (b) reasonable basis to believe a security incident is occurring; (c) reasonable basis to believe a Terms violation is occurring; or (d) as required by law or court order. The Company will notify Subscriber's billing email as soon as practicable. Fees continue to accrue during suspension. Suspension does not entitle Subscriber to a refund.

12.4 Termination by Company

Termination permanently ends the subscription and, after the Data Retrieval Period, results in deletion of all User Content. The Company may terminate immediately upon written notice if: (a) Subscriber materially breaches these Terms and fails to cure within 10 days of written notice where the breach is curable; (b) Subscriber commits a non-curable material breach; (c) Subscriber fails to pay within 15 days after a suspension notice; (d) Subscriber uses the Services in violation of applicable law; or (e) Subscriber becomes insolvent or subject to bankruptcy proceedings. The Data Retrieval Period begins immediately upon termination.

12.5 Data Retrieval Period

12.6 Survival

Sections 1, 5.7, 6, 7, 8, 13, 14, 15, 16, 17, 18, and 19 survive termination of these Terms.

13. Electronic Signatures

The Platform integrates BoldSign, a third-party electronic signature provider. By using this feature:

• Electronic signatures through BoldSign are legally binding under the E-SIGN Act (15 U.S.C. § 7001) and applicable state UETA provisions.
• BoldSign is a separate service subject to its own terms and privacy policy. The Company is not responsible for BoldSign's availability, data practices, or service failures.
• You are solely responsible for the content and legal sufficiency of all documents executed through the Platform. The Company provides the workflow only and disclaims all liability related to document content or enforceability.
• You are solely responsible for verifying the identity and authority of all signatories.

14. Disclaimer of Warranties

15. Limitation of Liability

These limitations reflect a reasonable allocation of risk and are an essential element of the basis of the bargain. Some jurisdictions do not permit certain exclusions; those exclusions apply to the maximum extent permitted in your jurisdiction.

16. Indemnification

16.1 Indemnification by Subscriber

Subscriber agrees to defend, indemnify, and hold harmless the Company and each of its affiliates, parent companies, subsidiaries, members, managers, officers, directors, employees, contractors, agents, licensors, successors, and assigns (each, a "Company Indemnitee") from and against any and all third-party claims, actions, suits, demands, proceedings, judgments, losses, liabilities, damages, fines, penalties, costs, and expenses of any kind (including reasonable outside attorneys' fees, court costs, and expert witness fees) (collectively, "Losses") arising out of or relating to:

• (a) Subscriber's or any Authorized User's access to or use of the Services, including any use that exceeds the scope of the license granted herein;
• (b) any User Content, including any claim that User Content infringes, misappropriates, or violates any copyright, patent, trademark, trade secret, right of publicity, privacy right, or other intellectual property or proprietary right of any third party;
• (c) any photographs uploaded through the Services, including any claim of unauthorized depiction, invasion of privacy, right of publicity violation, or breach of any consent or release obligation;
• (d) Subscriber's breach of any representation, warranty, covenant, or obligation under these Terms or any other agreement with the Company;
• (e) Subscriber's violation of any applicable federal, state, local, or foreign law, regulation, rule, or order, including any professional licensing requirement, safety regulation, environmental regulation, or data protection law;
• (f) any act, omission, negligence, willful misconduct, or fraud by Subscriber or any Authorized User in connection with the Services or any document executed through the Services;
• (g) any dispute between Subscriber and any third party relating to any document, change order, or agreement executed or transmitted through the Services, including any claim that an electronic signature is invalid or that a document is unenforceable;
• (h) Subscriber's use of the Services outside the Intended Field of Use as defined in Section 2 of these Terms;
• (i) any claim by a governmental authority or regulatory body arising from Subscriber's use of the Services, including any failure to satisfy regulatory reporting, permitting, or recordkeeping obligations; or
• (j) any claim brought by a counterparty, subcontractor, client, or employee of Subscriber arising out of project documentation, field records, accident reports, or other materials created, stored, or transmitted through the Services.

16.2 Indemnification Procedure

The Company will: (a) promptly notify Subscriber in writing of any claim for which indemnification is sought, provided that failure to provide timely notice will not relieve Subscriber of its indemnification obligations except to the extent Subscriber is materially prejudiced by the delay; (b) grant Subscriber reasonable control over the defense and settlement of the claim, subject to the Company's right to participate with counsel of its own choosing at Subscriber's expense; and (c) provide Subscriber with reasonable cooperation and information in connection with the defense, at Subscriber's cost. Subscriber may not settle any claim in a manner that imposes any obligation, restriction, or liability on any Company Indemnitee, or that includes any admission of wrongdoing by any Company Indemnitee, without the prior written consent of the applicable Company Indemnitee.

16.3 Company's Right to Assume Defense

Notwithstanding Section 16.2, the Company reserves the right, at its own expense, to assume exclusive control of the defense of any claim if the Company reasonably determines that: (a) Subscriber is not diligently defending the claim; (b) the claim involves potential criminal liability; (c) the claim would, if successful, result in injunctive relief affecting the Company's operations or intellectual property; or (d) Subscriber's defense creates a conflict of interest with the Company's interests. Subscriber remains obligated to pay all Losses ultimately within Subscriber's indemnification obligations.

16.4 Insurance

Subscriber agrees to maintain, during the Subscription Term and for two (2) years following termination, commercial general liability insurance and, if applicable, professional liability (errors and omissions) insurance in amounts consistent with industry standards for firms of Subscriber's type and size. Upon request, Subscriber shall provide the Company with certificates of insurance evidencing such coverage.

16.5 Survival

Subscriber's indemnification obligations under this Section 16 survive the expiration or termination of these Terms for any reason.

17. Third-Party Integrations and Services

17.1 General

The Services integrate with, connect to, or make available functionality from third-party platforms, software providers, and services ("Third-Party Integrations"). Current Third-Party Integrations include BoldSign (electronic signatures), Stripe, Inc. (payment processing), DigitalOcean, LLC (cloud infrastructure and data hosting), Google LLC (Website analytics via Google Analytics), and Meta Platforms, Inc. (Website advertising via Meta Pixel). The Company may add, modify, or remove Third-Party Integrations at any time without prior notice.

Each Third-Party Integration is an independent product or service owned and operated by its respective provider. Zia Map LLC is not affiliated with, endorsed by, or acting as an agent of any Third-Party Integration provider. The inclusion of a Third-Party Integration in the Services does not constitute the Company's endorsement of that provider or its products.

17.2 Third-Party Intellectual Property

All intellectual property rights in any Third-Party Integration, including software, platforms, APIs, trademarks, and trade names, are owned exclusively by the respective third-party provider. Nothing in these Terms grants you any rights in any Third-Party Integration or any third-party provider's intellectual property. BoldSign™, Stripe™, and all other third-party names, logos, and marks referenced in connection with the Services are the trademarks of their respective owners. Zia Map LLC makes no claim to any such marks.

17.3 Third-Party Terms and Privacy Policies

Your access to and use of any Third-Party Integration is governed by that provider's own terms of service, end user license agreement, and privacy policy. The Company is not a party to any agreement between you and a Third-Party Integration provider. You are solely responsible for reviewing and complying with the applicable third-party terms before using any Third-Party Integration feature. The Company has no ability to modify, waive, or override any third-party provider's terms.

17.4 No Liability for Third-Party Integrations

The Company is not responsible or liable for: (a) the availability, uptime, performance, or functionality of any Third-Party Integration; (b) any change, suspension, or discontinuation of a Third-Party Integration by its provider; (c) any act or omission of any Third-Party Integration provider, including errors, data loss, or security incidents occurring within a third-party platform; (d) the accuracy, legality, or appropriateness of any output generated by a Third-Party Integration; (e) any fees, charges, or costs imposed by a Third-Party Integration provider; or (f) any dispute between you and a Third-Party Integration provider. If a Third-Party Integration becomes unavailable, is discontinued, or changes its functionality, the corresponding feature within the Services may be affected or removed, and the Company will not be liable for any resulting loss or inconvenience.

17.5 BoldSign Electronic Signature Integration

The Platform integrates BoldSign, a third-party electronic signature platform owned and operated by Syncfusion, Inc. BoldSign™ is a trademark of Syncfusion, Inc. Zia Map LLC is not BoldSign and is not affiliated with or acting on behalf of Syncfusion, Inc. The electronic signature functionality available through the Platform is provided by BoldSign's platform and is subject to BoldSign's own terms of service, end user license agreement, and privacy policy. Zia Map LLC does not control, maintain, or warrant BoldSign's platform, its uptime, its compliance with any applicable law, or the validity of electronic signatures it produces in any jurisdiction. Zia Map LLC provides only the integration layer connecting the Platform to BoldSign's API. Zia Map LLC is not a party to any electronic signature transaction you conduct through BoldSign and assumes no liability for any aspect of such transactions.

17.6 Future Integrations

The Company may add integrations with additional third-party platforms, tools, mapping services, equipment manufacturers, data providers, or other services in the future. All such future integrations will be subject to the disclaimers and limitations in this Section 17. The Company will notify users of material new integrations through the Website, in-app notices, or updates to these Terms, but is not required to seek prior consent for the addition of new integrations. Your continued use of the Services after a new integration is added constitutes acceptance of this Section as applied to that integration.

18. Governing Law and Dispute Resolution

18.1 Governing Law

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

18.2 Informal Resolution

Before filing any legal proceeding, the claiming party must provide 30 days' written notice and attempt good-faith informal resolution.

18.3 Binding Arbitration

Unresolved disputes will be submitted to final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in San Diego, California. To initiate arbitration, the claimant must send written notice by email to legal@ziamap.com and, if Subscriber is the claimant, by certified mail to the Company's registered agent on file with the California Secretary of State. The notice must include the claimant's contact information, a description of the dispute, and the relief sought. An arbitration demand filed without prior written notice will not be deemed timely for purposes of the 30-day informal resolution requirement.

18.4 Class Action Waiver

18.5 Exceptions

Either party may seek emergency injunctive relief in court to protect intellectual property pending arbitration.

18.6 Time Limit on Claims

Any claim must be brought within one (1) year of the cause of action accruing or it is permanently barred.

19. General

19.1 Entire Agreement

These Terms, together with the Privacy Policy, the EULA, and any applicable subscription confirmation, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements, representations, and understandings relating to the same subject matter.

19.2 Amendments

The Company may amend these Terms at any time by posting updated Terms on the Website or in the App. Material changes will be communicated by email or in-app notice. Continued use after the effective date constitutes acceptance.

19.3 Severability and Waiver

If any provision is unenforceable, it will be modified to the minimum extent necessary. Failure to enforce any provision is not a waiver.

19.4 Assignment

You may not assign these Terms without the Company's prior written consent. The Company may assign freely, including in connection with a merger or asset sale.

19.5 Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including acts of God, cyberattacks, government actions, or infrastructure failures.

19.6 Non-Solicitation

During the Subscription Term and for 12 months following termination, Subscriber will not directly solicit for employment any Company employee or contractor with whom Subscriber had material contact through the Services. The Company agrees to the same restriction with respect to Subscriber's employees. This does not prohibit general public job postings.

19.7 Contact

Zia Map LLC · San Diego, California · legal@ziamap.com · www.ziamap.com