Products, Services, User Access and End User Agreement
Updated 04-16-2026
Important - read carefully. Unless a signed license agreement between you and geoAMS replaces this document, geoAMS will provide its offerings and services only if you accept every term in this Agreement as the complete and final understanding governing your purchase and use of those offerings and services. By accessing or using geoAMS offerings or services, you accept this Agreement. If you do not agree, contact your local sales representative before purchasing.
This Master Agreement is entered into between you, identified as the Customer, geoAMS, here acknowledged as geoAMS LLC, a Pennsylvania Limited Liability Company with offices at 200 W MacDade Blvd, Folsom, PA 19033.
Attachment A provides definitions for capitalized terms used throughout this Agreement. Certain sections also include additional definitions that apply only within those sections.
In exchange for payment of all applicable fees and subject to this Agreement, geoAMS will:
“Portions of this document include intellectual property of geoAMS and its licensors and are used under license. Copyright © [Customer will insert the applicable copyright date(s) from the source materials.] geoAMS and its licensors. All rights reserved.”
The rights granted in this section remain in effect for the applicable subscription period, the applicable term, or perpetually if no term is identified, and are subject to the additional conditions and limits in this Agreement, including Attachment B.
Customer may allow consultants or contractors to host geoAMS offerings for Customer’s benefit and to use those offerings solely for Customer’s benefit. Customer remains fully responsible for their compliance with this Agreement and must ensure they stop using the offerings once their work for Customer ends. Any consultant or contractor use that is not exclusively for Customer’s benefit is prohibited.
All geoAMS offerings are protected works owned by geoAMS or its licensors. Any right not expressly granted in this Agreement is reserved.
Except as needed to deliver geoAMS offerings and services to Customer, geoAMS receives no ownership rights in Customer content under this Agreement.
The following definitions supplement Attachment A:
geoAMS may provide products under one or more of the license or subscription categories listed above. The applicable ordering documents or documentation will identify which type applies.
Unless otherwise limited by this Agreement, Customer may install, access, or store software and data on electronic devices; create archival and routine backup copies; run a newer version alongside the version being replaced for up to 6 months during transition so long as licensed quantities are not exceeded; move software in its licensed configuration to replacement hardware; distribute software and required authorization codes under a deployment license; and, if a governmental or not-for-profit organization operating a website or internet service, use server software on a cost-recovery and not-for-profit basis.
Customer may customize software through supported macros, scripting languages, APIs, or source or object libraries only to the extent described in the documentation. Fonts supplied with software may be used for authorized software use and for printing software output. Third-party font restrictions, if any, are governed by the font files themselves. geoAMS publishes product-specific scope-of-use terms online.
Use of online services is governed by product-specific scope-of-use terms and the cloud services provisions in Attachment B. geoAMS may revise online services and related APIs at any time, provided it gives 30 days’ notice of material changes and 90 days’ notice for deprecations. If a change, discontinuation, or deprecation materially harms Customer’s operations, geoAMS may try to repair, correct, or provide a workaround. If no commercially reasonable solution exists, Customer may cancel the affected subscription and, where appropriate, receive a prorated refund.
When Customer uses sharing tools to share content, third parties may use, store, cache, copy, reproduce, redistribute, or retransmit that content through online services. geoAMS is not responsible for loss, deletion, modification, or disclosure resulting from use or misuse of sharing tools. Customer assumes that risk.
For software and online services licensed on a named-user basis, named user credentials may be used only by the assigned individual and may not be shared. Customer may reassign a named user license when the prior user no longer needs access. Third parties may not be designated as named users unless they fall within the defined category of permitted named users.
Anonymous users may access software or online services only through value-added applications that expose content or services published for shared access through sharing tools.
Customer is responsible for developing, operating, and supporting its content and value-added applications. Customer may not embed a named user credential in a value-added application. Applications that provide access to nonpublic content must require each user to sign in with the user’s own named user credentials. App login credentials may be embedded only in applications that provide anonymous access to content or services published for shared access through sharing tools. App login credentials may not be embedded to expose nonpublic content.
Customer may not provide third parties access to software or online services except through Customer’s value-added applications and only as allowed by this Agreement. Customer may transfer value-added applications to third parties for use with their own licensed software or subscriptions. Customer remains responsible for ensuring legal and regulatory compliance in every jurisdiction where its applications are offered.
Products provided through trial, evaluation, or beta programs are for evaluation and testing only, not commercial use, and are used at Customer’s own risk. They are not eligible for maintenance. If not converted to a purchased license or subscription before expiration, Customer may lose associated content and customizations.
Products supplied through educational programs may be used only for educational purposes during the educational term and not for administrative, revenue-generating, or for-profit purposes unless an appropriate administrative use license has been obtained. Products supplied through grant programs may be used only for noncommercial purposes, except for cost recovery tied to operation and use. Other limited-use programs may carry additional terms stated on the enrollment page, launch page, or geoAMS website.
Unless geoAMS authorizes otherwise in writing, Customer may use data only with the products for which the data was provided. Subject to this Agreement and proper attribution to geoAMS or its licensors, Customer may create data visualizations in hard-copy or static electronic formats, in Nexus Web Maps. Customer may also include such visualizations in presentation materials, marketing studies, and other reports or documents that contain map imagery or data summaries derived from geoAMS products.
Customer may not scrape, download, or store data outside the geoAMS ecosystem / platform. Customer may make internal use of properly obtained geocoded results and may redistribute them only in the limited ways allowed by this Agreement, such as display on a public non-revenue-generating website, provision to third parties for Customer’s business purposes, or delivery of static noncommercial outputs and base map renderings.
Customer may not, directly or through others, co-brand data, use it in unauthorized products or services, or offer it on behalf of third parties. Customer may not use data to compile, enhance, verify, supplement, add to, or delete from information products sold, rented, published, or otherwise furnished to third parties.
Info Listing System Data may not be used for direct marketing, resale publication, or third-party distribution as part of mailing lists, directories, classified advertising, or similar compilations unless geoAMS authorizes that use in writing.
Data supplied with the Nexus Business Analyst Mobile App may be cached on a mobile device only for use with Nexus Business Analyst Server and may not otherwise be cached or downloaded. If Customer licenses only part of a dataset, Customer may use only the licensed portion.
Certain licensors require geoAMS to pass through additional attribution or usage conditions. Those supplemental data terms amend and supplement this Agreement and are available through geoAMS’s third-party data terms page.
geoAms will continue to host and store Customer data for use by Customer as long as all of the following conditions are met: 1) Customer is current with all financial obligations pertaining to owed balances, licenses and/or subscriptions. 2) Customers' Organizational Account Credit Balance remains positive and avilable for use / charges.
geoAMS reseves the right to, at any time; with or without notice, remove any stored or hosted data, material, files or code within the geoAMS ecosystem, hosted platform or 3rd part offerings. Any User Agreement, MSA, privacy policy and DCMA violation will result in termination of a user account and suspention of organization account until an investigation is complete. Should a Customer user and/or Customer Organization become insolvent at anytime, become default on any portion of their subscriptions or licenses; geoAMS reserves the right to terminate their account access with out without notice. geoAMS also reserves to the right to purge its platform of any and all Customer data, files, media or code uploaded or stored on any hosted or managed part of the geoAMS ecosystem including that of 3rd part offerings.
geoAMS will provide mainenance for software and online services as part of this agreement. geoAMS does not warrant any software or online content to function without error that may result in loss. Furthermore geoAMS does not makes no representation, warranty, or condition regarding the availability or operability of the Website or Service at any time. The Service is provided on an "as-is" and "as-available" basis. We do not warrant that the Service will be uninterrupted, error-free, or free of viruses or other harmful components.
Comprehensive Service Suite means a predefined unit of services offered at a fixed price.
Customer may use, copy, and modify deliverables only in connection with Customer’s authorized use of products.
Deliverables remain owned by geoAMS or its licensors.
For fixed-price task orders, Customer generally has 10 working days after receipt of each deliverable to classify it as accepted, accepted with rework, or rejected. Deliverables accepted with rework must be corrected and resubmitted by geoAMS within 30 days, after which Customer conducts a limited follow-up review. Rejected deliverables must likewise be reworked and resubmitted. Customer may not use a deliverable in operations before acceptance. If Customer fails to provide timely written notice or begins operational use, the deliverable is deemed accepted.
Services provided under professional service packages are deemed accepted unless Customer objects within 10 days after performance. Time-and-materials services are deemed accepted and compliant with industry standards unless Customer objects within 10 days, and deliverables under such task orders consist of consulting time and are not subject to acceptance testing.
geoAMS warrants that fixed-price deliverables will materially conform to specifications for 90 days after acceptance, subject to the warranty limits and disclaimers in Attachment B.
The parties may modify work within the general scope of a task order by mutual agreement. Any scope change affecting cost or schedule must be documented in a written amendment signed by both parties.
Customer may terminate a task order on 30 days’ written notice, provided Customer pays all amounts due through the termination date, including reasonable termination-related expenses and the prorated contract value of affected work.
For fixed-price work, geoAMS will typically invoice monthly based on the percentage of completion, with the unpaid balance due upon acceptance of all deliverables. For professional service packages, invoicing occurs upon receipt of the applicable task order, and unused packages expire 12 months after the invoice date. For time-and-materials work, geoAMS invoices monthly for labor, authorized travel time, and other direct costs, subject to the task order’s not-to-exceed value. geoAMS may reallocate budget categories as needed so long as the overall price ceiling is not exceeded.
Each task order will identify any need for Customer to provide geoAMS personnel with access to Customer systems or data.
Managed cloud services are governed by the cloud services terms in Attachment B. Customer is responsible for planning and coordinating changing requirements, including capacity, datasets, application updates, and availability levels.
Customer retains the risk of loss for its own content and is solely responsible for regular backups. geoAMS retains the risk of loss for the managed cloud services environment itself. If customer content contains personally identifiable information, Customer must notify geoAMS before providing it.
Customer may not combine geoAMS offerings with open-source or similar materials in a way that would require disclosure, free distribution, or unrestricted modification of any geoAMS offering. Customer must provide information reasonably requested by geoAMS or its hosting partner to verify compliance, and geoAMS or its hosting partner may monitor external interfaces of customer content solely for compliance purposes.
The glossary applies to all geoAMS offerings and services provided under this Agreement. Terms include Affiliate, API, Authorization Codes, Beta, Cloud Services, Content, Customer Content, Data, Deliverables, Documentation, geoAMS Managed Cloud Services, geoAMS Offerings, GIS, Maintenance, Malicious Code, Online Services, Ordering Documents, Perpetual License, Products, Professional Services, Samples, Services, Software, Specifications, Subscription, Task Orders, Term License, Third-Party Content.
Except where this Agreement expressly permits otherwise, Customer may not sell, rent, lease, sublicense, distribute, lend, time-share, or assign services or geoAMS offerings; provide direct access to them to third parties; distribute authorization codes to third parties; reverse engineer compiled products or deliverables; bypass technological protection measures; use offerings in violation of law or third-party rights; remove attribution or proprietary notices; unbundle components; build competing products or services using geoAMS offerings; publish benchmark results for beta products without prior written permission; combine geoAMS offerings with open-source or open-database terms that impose incompatible obligations; or generate revenue by providing access to software or online services through a value-added application. These restrictions apply only to the extent consistent with governing law.
Customer may terminate this Agreement or any geoAMS offering license or subscription at any time by written notice, but termination without cause does not create a refund right. Either party may terminate for material breach not cured within 30 days after written notice. Upon termination or expiration, Customer must stop accessing and using the affected offerings, clear relevant client-side caches, and stop using, uninstall, remove, and destroy all copies in Customer’s possession or control, providing evidence of those actions if requested. geoAMS may immediately stop services if bankruptcy or insolvency proceedings affect Customer until defaults are cured and future performance is assured. The Agreement also ends upon insolvency, liquidation, or dissolution of either party; inlcuding for the failure of the Customer to remain up-to-date on require license or subscriptions.
geoAMS warrants that products and training will substantially conform to applicable specifications and that services will substantially meet industry professional and technical standards. Warranty periods generally last 90 days from delivery or acceptance, with subscription and term-license warranties limited to the shorter of 90 days or the subscription term. Third-party content, data, samples, hot fixes, patches, updates, no-charge online services, and trial, evaluation, and beta products are provided as is without warranty.
Except for the express limited warranties, geoAMS disclaims all other express or implied warranties or conditions, including merchantability, fitness for a particular purpose, and noninfringement. geoAMS does not promise uninterrupted, error-free, fault-tolerant, or fail-safe operation or correction of every nonconformity. geoAMS offerings are not intended for environments in which failures could cause death, bodily injury, property damage, or environmental harm. Customers must exercise independent judgment regarding suitability and safety, including with navigation outputs and any integrated AI or machine learning capabilities.
Customer’s sole remedy for breach of warranty is replacement of defective media and either repair, correction, or workaround of the affected offering or service, or, at geoAMS’s option, termination of the use right and refund of fees paid for the nonconforming offering or service.
Neither Customer, geoAMS, any authorized distributor, nor any third-party licensor is liable for indirect, special, incidental, or consequential damages, lost profits, lost sales, loss of goodwill, or substitute procurement costs. Direct damages are capped at the license, subscription, or services fees paid or owed during the 12 months before the claim arose. These limits do not apply to infringement, misuse, or misappropriation of intellectual property, indemnification obligations, gross negligence, willful misconduct, or export-control violations. The fee structure and risk allocation in this Agreement rely on these limitations.
geoAMS will defend, indemnify, and hold harmless Customer and its directors, officers, and employees from third-party infringement claims alleging that Customer’s authorized use of a geoAMS offering or service infringes patent, copyright, trademark, or trade secret rights. If such a claim appears valid, geoAMS may obtain continuation rights, modify the affected offering while maintaining substantially similar functionality, or terminate Customer’s use right and provide the refund specified in the Agreement. geoAMS has no duty to indemnify to the extent a claim results from combinations not supplied or specified by geoAMS, unauthorized modifications, compliance with Customer specifications, or continued use after geoAMS supplies a noninfringing alternative or ends the use right.
geoAMS also indemnifies for claims involving bodily injury, death, or damage to tangible or real property to the extent caused by negligent acts, omissions, or willful misconduct by geoAMS personnel performing services at Customer’s site. Indemnification requires prompt written notice, supporting documents, geoAMS control of the defense and settlement, and reasonable cooperation from the indemnitee.
If geoAMS provides services, it will maintain at least the minimum liability and workers’ compensation coverage described in the source agreement.
geoAMS publishes information about its security capabilities online. If access to Customer systems or sensitive data is necessary for services and geoAMS expressly agrees, geoAMS will use reasonable administrative, technical, and physical safeguards. Customer is responsible for confirming that geoAMS controls satisfy applicable legal requirements and for ensuring uploaded or shared customer content may lawfully be processed through cloud services. geoAMS is not responsible for independently reviewing customer content for legal compliance.
geoAMS will use commercially reasonable efforts to ensure its offerings do not transmit malicious code, but is not responsible for malicious code introduced by Customer or through third-party content. Each party must comply with applicable export and trade sanctions laws. Customer may not export, reexport, transfer, release, dispose of, or permit access to geoAMS offerings or services in violation of applicable sanctions, embargoes, or export-control restrictions and must notify geoAMS immediately if export privileges are denied, suspended, or revoked.
geoAMS publishes privacy notices and processes personal data according to the relevant data processing terms referenced in the source agreement.
Customer may not use cloud services to create or send spam, spoofing, phishing, hateful or defamatory material, threats, or malicious code; violate law; infringe third-party rights; test vulnerabilities or breach security without approval; or benchmark cloud service performance or availability. Access may be interrupted by failures or events beyond geoAMS’s reasonable control, and advance notice may not always be possible.
Customer grants geoAMS and its subcontractors a limited worldwide right to host, run, modify, and reproduce customer content as necessary to provide cloud services. geoAMS may also disclose content to enable interoperability with third-party applications or when legally required, while attempting to limit disclosure where reasonable. At the end of cloud service use, geoAMS will provide a 30-day download window unless a shorter period is requested or disclosure is legally prohibited, or will deliver the content on a chosen medium. After that, geoAMS has no further storage or return obligation.
geoAMS may remove customer content that appears to materially violate the Agreement and may suspend cloud services for material breach, immediate liability risk, integrity or usability threats, scheduled maintenance, threats or attacks, or legal or commercial hardship. When feasible, geoAMS will provide prior notice and a chance to take corrective action.
Customer must pay correct invoices within 30 days. geoAMS may freely use feedback and product-improvement suggestions. Customer may not seek patents or similar rights based on products except to the limited extent allowed for Customer’s own software and technology. Pricing is exclusive of applicable taxes, fees, duties, tariffs, shipping, handling, and vendor enrollment charges.
Customer must maintain accurate records showing compliance, and geoAMS or its authorized distributor may review those records on at least 14 business days’ notice. Failure to enforce a provision is not a waiver. Unenforceable provisions will be reformed only as needed, and the remainder of the Agreement stays in effect. Customer may not assign, sublicense, or transfer rights or delegate duties without prior written consent, subject to the government-contractor exception in the source agreement.
Certain provisions survive expiration or termination, including the glossary and articles on warranties, limitations of liability, indemnifications, and general provisions. If Customer is a US government entity or contractor, products are treated as commercial items and the Agreement governs use and disclosure subject to applicable federal procurement law. Governing law and dispute resolution depend on whether Customer is a government or nongovernment entity, with arbitration applying to most disputes that cannot be resolved through negotiation.
Force majeure excuses delay or failure caused by events beyond reasonable control. geoAMS is an independent contractor, and nothing in the Agreement creates an employment, agency, or joint venture relationship. Required notices to geoAMS must be sent to the Legal Department at geoAMS’ main office in Delaware County, PA. address or associated contact channels identified in the source agreement.
geoAMS reserves the right to use (in part or in whole) any data, code, file, media or information stored or hosted within the geoAMS ecosystem or by 3rd part offerers. geoAMS will rutinely use stored data for analytical and statistical purposes. Continued use of the geoAMS platform, modules, local or web based software constitutes acceptance of this entire agreement including that of this particular provision.