END USER  LICENSING AGREEMENT

Z FOCUS ENTERPRISES, INC.

Updated 04/22/2026

By clicking “Accept”, installing, accessing, or using the Z Focus Mobile Application (ZF MAPP), Customer represents and warrants that they have authority to bind themselves and their Authorized Users to this Agreement.  By agreeing to be bound by this Licensing Agreement, Customer further agrees that their employees, or any person they authorize to use the software, will comply with the provision of this Licensing Agreement.

Z Focus Enterprises, Inc. (Z Focus) has met the requirements for a Value-Added Application as indicated in Esri’s Product-Specific Terms of Use and Master Services Agreement. The owner/user of ArcGIS Field Maps, a prerequisite to entering into this licensing agreement, will have read, and agreed to the terms outlined in the following Esri documents:  

Esri Master Agreement: https://www.esri.com/content/dam/esrisites/en-us/media/legal/ma-translations/english.pdf

Esri Product-specific Terms of Use: https://www.esri.com/content/dam/esrisites/en-us/media/legal/product-specific-terms-of-use/e300.pdf

Definitions:

“Authorized Users” means Customer’s employees, contractors, and permitted end users.

“White Label Deployment” means distribution of the Application under Customer branding.

“Software License” means the Z Focus Mobile Application and any related product or derivative or spinoff of the Z Focus Mobile Application.

“Intellectual Property Rights” means any and all rights in patents, patent applications, copyrights, copyright registrations, trade secrets, trademarks and service marks (including where applicable all derivative works of the foregoing.

“Effective Date” means (a) the date identified on the signature page of this Agreement (b) the date Z Focus provides Licensee electronic access to the Software License by providing Licensee a URL, where the Software License is available for immediate electronic download along with access codes permitting download and access to the Software License, or (c) the date that Licensee actually receives the Software License.

In consideration of the mutual promises contained herein, Z Focus and Licensee agree as follows:

1. Grant of License.

Pursuant to the terms of this Agreement Z Focus hereby grants to Licensee a limited, revocable, non-exclusive, non-transferable, and non-sub-licensable license (the “License”) to install and use the Z-Focus Mobile Application (ZF MAPP). Licensee is solely responsible for providing all applicable hardware and/or any third-party software or required installation and configuration services required for the operation of the ZF MAPP.  (i) Licensee will neither make nor allow to be made any copies of the ZF MAPP by Licensee or any third party. (ii) While normal and reasonable updates and support are included within this agreement, Z Focus incurs no obligation under this Agreement to provide any customization or consultation concerning the ZF MAPP.   Z Focus may, in its sole discretion, provide Licensee with certain support and consultation free of charge to assist Licensee’s use of the ZF MAPP.  Provision of any such support or consultation will not subject Z Focus to any liability which it would not have otherwise had under this Agreement. (iii) In the event of any material breach of this Agreement, including failure to tender full consideration as indicated, Licensee expressly agrees to immediately pay Z Focus as a liquidated damage, and not as a penalty, an amount equal to the MSRP price multiplied by the number of Licenses granted in this agreement. 

2. Restrictions on Use.

a. Acknowledgement & Definition

Licensee acknowledges that Z Focus has expended considerable resources and expertise in creating the Z Focus Mobile Application and that the concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates, generalized features of its structure, sequence and organization, user interfaces and screen designs, tools, utilities and routines, as well as the logic, coherence and methods of operation, and Z Focus' innovation, application, and source code constitute valuable trade secrets which are exclusive to Z Focus. Licensee further acknowledges Z Focus’ exclusive right, title and interest in and to the trademark/service mark Z Focus and any and all other like or similar applications or registrations in the United States of America or other countries for similar goods and services.  Licensee further acknowledges that any and all patent rights in the Z Focus Mobile Application, together with the above-referenced trademarks/ service marks and trade secrets, are the exclusive intellectual property of Z Focus Enterprises, Inc. (collectively, the “Z Focus Intellectual Property”). 

b. Ownership & Permissible Uses

Licensee agrees that it will not, at any time, do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of any such right, title and interest to the Z Focus Intellectual Property.  Accordingly, Z Focus shall retain all worldwide property and proprietary rights, title, and interest in and to all Z Focus Intellectual Property and, except for the License expressly granted in Section 1, Licensee shall acquire no right or interest in such Z Focus Intellectual Property.  Licensee will not, nor allow any third party to (i) modify, adapt, alter, translate, or create derivative works from Z Focus; (ii) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the ZF MAPP to any third party; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the ZF MAPP; or (iv) otherwise use or copy the ZF MAPP.   

c. Use of the Mark “Z FOCUS”

The use of the Mark “Z Focus”: Licensee shall not, in any manner, represent that it has any ownership in the mark Z FOCUS, or any registration thereof, and Licensee acknowledges that use of the mark Z FOCUS shall not create in Licensee’s favor any right, title or interest in and to the mark Z FOCUS, but all uses of the mark Z FOCUS by Licensee shall inure to the benefit of Z Focus Enterprises, Inc.   Licensee agrees that it shall not obtain, register, or cause to have registered the mark Z FOCUS or any marks similar to the mark Z FOCUS hereunder within the United States of America, or elsewhere, or marks which are deemed by Z Focus Enterprises, Inc. to be an imitation or colorable imitation of the mark Z FOCUS.

d. Disclosure

Licensee may not disclose or allow any third party to disclose through general publication, in any news medium, on any social media platform, on any public or personal website, or otherwise, the results of Licensee’s use of the Z Focus Mobile Application without Z Focus’ prior written consent. 

e. Legal Compliance

Licensee shall comply with all laws, regulations, rules, ordinances, orders, and other relevant legislation applicable to its use of ZF MAPP. Without limiting the foregoing, Licensee shall comply with all export and re-export administration and control laws and regulations, as may be amended from time to time, including, without limitation, the United States Export Administration Act, to ensure that the ZF MAPP is not directly or indirectly shipped, transferred, or exported in violation of United States law.

3. No Warranty.

LICENSEE ACCEPTS THE Z FOCUS MOBILE APPLICATION IN AN “AS IS” STATE WITH NO WARRANTIES OF ANY KIND WHATSOEVER AND ACKNOWLEDGES THAT ITS USE OF THE ZF MAPP IS ENTIRELY AT ITS OWN RISK. Z FOCUS MAKES NO WARRANTIES EXPRESS OR IMPLIED CONCERNING THE ZF MAPP AND FURTHER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO AGENT OF Z FOCUS IS AUTHORIZED TO MAKE ANY OTHER WARRANTIES OR TO MODIFY THIS WARRANTY DISCLAIMER IN ANY WAY.   LICENSEE HEREBY WAIVES ANY AND ALL CLAIMS WHICH MAY ARISE FROM LICENSEE’S USE OF, OR INABILITY TO USE, THE ZF MAPP OR ANY OTHER CLAIM AGAINST Z FOCUS ARISING FROM OR IN CONNECTION WITH THIS LICENSE.

Limitation of Liability.  Z FOCUS SHALL HAVE NO LIABILITY FOR (i) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, OR LOSS OF USE OR EQUIPMENT DOWNTIME,  GOODWILL, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER INTANGIBLE LOSSES, EVEN IF Z FOCUS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), REGARDLESS OF THE LEGAL THEORY UNDER WHICH THEY MAY BE SOUGHT CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE’S USE OF, OR INABILITY TO USE THE Z FOCUS MOBILE APPLICATION, OR (ii) ANY DIRECT DAMAGES CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE’S USE OF THE Z FOCUS MOBILE APPLICATION IN EXCESS OF ONE DOLLAR ($1). THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PROVISIONS OF THIS ENTIRE SECTION 3 ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND THAT ALL LIMITATIONS, WARRANTIES AND DISCLAIMERS SET FORTH HEREIN REFLECT AN EQUITABLE ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT ANY REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS) AND THAT IN THEIR ABSENCE Z FOCUS WOULD NOT ENTER INTO THIS AGREEMENT.

 High Risk Activities. THE  SOFTWARE LICENSES ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE AS ON-LINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR AIRCRAFT COMMUNICATION SYSTEMS, MASS TRANSIT, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SOFTWARE LICENSES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK ACTIVITIES").  ACCORDINGLY, Z FOCUS DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES. LICENSEE AGREES THAT Z FOCUS SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM OR RELATED TO THE USE OF THE SOFTWARE LICENSESIN SUCH APPLICATIONS.

4.Indemnification

BY SIGNING THIS AGREEMENT, THE USER AND THE USER’S COMPANY, EMPLOYER, AGENTS, EMPLOYEES AND ANY PERSON AUTHORIZED BY USER TO USE  THE ZF MAPP, HEREBY COVENANTS AND AGREES TO INDEMNIFY, DEFEND AND SAVE HARMLESS Z FOCUS ENTERPRISES, INC., INCLUDING ITS PARTNERS, OFFICERS, AFFILIATES AND EMPLOYEES FROM AND AGAINST ANY AND ALL DAMAGES, LOSSES, CLAIMS, CAUSES OF ACTION, SUITS, JUDGMENTS, COSTS AND EXPENSES WHATSOEVER, INCLUDING ATTORNEYS’ FEES AND COURT COSTS, SUFFERED OR INCURRED DURING USE OF THE ZF MAPP.  THE USER FURTHER COVENANTS AND AGREES TO INDEMNIFY, DEFEND AND SAVE HARMLESS Z FOCUS ENTERPRISES, INC., ITS OFFICERS, AFFILIATES AND EMPLOYEES, FROM AND AGAINST ANY AND ALL DAMAGES, LOSSES, CLAIMS, CAUSES OF ACTION, SUITS, JUDGMENTS, COSTS AND EXPENSES WHATSOEVER, INCLUDING ATTORNEYS’ FEES AND COURT COSTS, SUFFERED OR INCURRED ON ACCOUNT OF INJURY TO OR DEATH OF ANY PERSONS WHOMSOEVER (USER’S COMPANY, EMPLOYER, AGENTS, EMPLOYEES OR ANY PERSON AUTHORIZED BY USER TO USE THE ZF MAPP), OR LOSS OR DESTRUCTION OF OR DAMAGE TO PROPERTY OF ANY KIND OR CHARACTER WHATSOEVER, AND TO WHOMSOEVER BELONGING, HEREINAFTER COLLECTIVELY REFERRED TO AS “INCIDENTS,” CAUSED OR CONTRIBUTED TO BY ANY ACT, ERROR OR OMISSION, NEGLIGENT OR OTHERWISE, OF USER, OR OF ANY PERSON OF USER’S COMPANY, EMPLOYER, AGENTS, EMPLOYEES OR ANY PERSON AUTHORIZED BY USER TO USE THE ZF MAPP, ARISING OUT OF OR INCIDENTAL TO THE USE OF THE SOFTWARE. 

5. Termination.  Z Focus Enterprises, Inc. retains the right to immediately terminate this Agreement and the License granted hereunder without refund upon written notice in the event Licensee materially breaches the provisions of this Agreement.  Upon any termination of this Agreement and/or expiration the License granted hereunder, Licensee agrees (i) to immediately uninstall and cease the use of all installations of the ZF MAPP, and (ii) to return to Z Focus all copies of the ZF MAPP, or, in Z Focus’ sole discretion, to certify to Z Focus that all copies of the ZF MAPP have been uninstalled and destroyed.

6. No Assignment.

Licensee may neither directly nor indirectly assign, by operation of law or otherwise, this Agreement or the License granted hereunder to any third party. Any attempted assignment or transfer will be null and void and of no effect.

7.  Survival.

The provisions of this Agreement which by their nature are intended to survive the termination of this Agreement shall survive.  If any provision of this Agreement is held to be illegal, invalid, void or otherwise unenforceable, for any reason by a court of competent jurisdiction, such provision will be fully severable and this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof and the remaining provisions of the Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from.  Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there will be added automatically as part of this Agreement, a provision as similar in its terms to such illegal, invalid, or unenforceable provision as may be reasonably possible and be legal, valid, and enforceable.  No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom it is sought to be enforced.  The delay or failure by Z Focus to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of its right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

8.  Audit Rights.

Z Focus (including any third-party auditor retained by Z Focus) may audit the usage of the License’s Software Licenses (excluding any access to Licensee’s data) to ensure compliance with the terms of this Agreement and each applicable Order Form(s).  Z Focus will notify Licensee in writing at least ten (10) business days prior to any such audit.  Any such audit will be conducted during Licensee’s regular business hours at Licensee’s location and will not interfere unreasonably with Licensee’s business activities.  Z Focus may audit Licensee no more than once in any six (6) month period.  Licensee will pay Z Focus for the cost of any underpaid licenses discovered in the audit.

9. Miscellaneous.

Z Focus shall be permitted to reference this Agreement in one or more press releases, provided that such press release will not infer or imply that the Licensee approves or endorses the product or services or considers it superior to other products or services.  Otherwise, no public statements concerning the existence or terms of this Agreement will be made or released to any medium except with the prior approval of both parties or as required by law.   Z Focus and Licensee are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture, or agency relationship between them. This Agreement shall be construed as if drafted by both parties and shall not be strictly construed against either party. Z Focus is an Equal Employment Opportunity employer.  As such, 41 CFR 60-1.4(a), 60-250.5, & 60-741.5 are herein incorporated by reference.

10.  Entire Agreement.

This Agreement contains the entire understanding between  Z Focus and Licensee with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations and agreements, oral or written, between them regarding the subject matter hereof.  This Agreement shall not be supplemented or modified by any course of dealing or usage of trade.  Except as otherwise expressly set forth in this Agreement, this Agreement may not be modified or amended except in writing signed by both parties.  Any rights not expressly herein are reserved.  Both Z Focus and Licensee shall be considered joint authors of this Agreement, and no rules of construction shall be invoked concerning this Agreement, its provisions or the interpretation thereof.  All language of this Agreement shall be interpreted consistent with the ordinary and reasonable meaning of the words used.  No prior transactions or dealings between the parties shall be deemed to establish any custom or usage waiving or modifying any provision hereof.  The making, execution, and delivery of this Agreement by Z Focus and Licensee have been induced by no representations, statements, warranties, disclaimers, limitations or agreements other than those expressed herein and all disclaimers, limitations and exclusions shall apply even in the event that any element of this Agreement fails of its essential purpose.