Legal

End User License Agreement and Terms of Use

Rapid Geospatial Systems, LLC  ·  Version 1.0  ·  Effective September 2, 2026

This agreement is between you and Rapid Geospatial Systems, LLC, a Delaware limited liability company (“RGS”, “we”, “us”). It governs your use of:

together, the “Software”.

By downloading, installing, signing in to or using any part of the Software you accept this agreement. If you are accepting on behalf of a company or other organisation, you confirm that you have authority to bind it, and “you” means that organisation. If you do not agree, do not use the Software.

1.Access and availability

Access to the Software is granted by invitation, by licence key or under a signed agreement. Access under a paid licence or a signed agreement runs for its term and may be suspended or ended only as section 13 allows. Access provided free of charge (invitations, evaluations and previews) is at RGS’s discretion and may be limited, changed, suspended or withdrawn at any time, for any account or for everyone, with or without notice. Features may be changed or removed at any time. Some versions or features may be offered as previews, pre-release or beta releases; they may be less stable and less complete than released features and may never be released. RGS has no obligation to keep providing any feature, or to keep files produced by one version compatible with later versions.

2.Separate agreements

If you or your organisation has a signed agreement with RGS (for example an enterprise, pilot or licence agreement), that agreement controls where it conflicts with this one, including term, seats, fees and support. This agreement applies to everything the signed agreement does not address.

3.Licence

Subject to this agreement, RGS grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to install and use the rg packages on computers you control, and to access and use the web applications through a browser, for your own purposes, including your consulting, research and other professional work, for the term described in section 13. RGS may revoke the licence only as section 13 allows. The Software is licensed, not sold. RGS keeps every right not expressly granted here.

4.Licence keys and portal access

Some features require a licence key issued by RGS. A key is issued to you and may be used by you and, if you are an organisation, by your personnel, within the scope of the licence you hold, for example the number of users, computers or sites it covers. Keys may not be shared outside your organisation. Keep keys and portal sign-in codes confidential; you are responsible for use of the Software under your keys and your email address. RGS may replace a key at any time with one granting the same rights. RGS may revoke a key, or decline to renew it, only as section 13 allows for the licence it belongs to: on the grounds listed there for a paid licence or a signed agreement, and at RGS’s discretion for access provided free of charge.

5.What you may not do

You may not, and may not allow anyone else to:

Benchmarks. You may benchmark, test and evaluate the Software as much as you like for your own internal purposes, including to decide whether to license it, to compare it against other products for your own use, and to size a deployment. Publishing the results of such a benchmark, or giving them to a third party, requires RGS’s prior written consent. Where RGS consents, you must publish enough detail for the result to be reproduced — the version of the Software, the hardware, the dataset, the settings, and the operations or queries run — and you must promptly correct or withdraw any published result that RGS identifies as materially inaccurate or materially incomplete. This paragraph does not restrict any disclosure required by law or by a court, and it does not restrict describing the work you do for your clients or the conclusions of your own research, provided that description is not a comparison of the Software’s performance against another product.

6.Your data, your files and your results

The Software reads, writes, transforms and can overwrite files and data that you direct it to. You are responsible for your data: keep backups, and check where an operation writes before running it. RGS is not responsible for lost, corrupted or overwritten data.

Results produced by the Software (geometry operations, coordinate transformations, spatial joins, measurements, aggregates, statistics, queries, maps and every other output) depend on your input data, your settings, the coordinate reference systems involved and the accuracy limits of the underlying methods. Results may be inaccurate, incomplete or unsuitable for a given purpose. You are solely responsible for validating every result before relying on it. The Software is not a substitute for professional surveying, engineering, legal, navigational or other professional judgment, and must not be relied on for legal property boundaries, navigation or safety-of-life purposes.

The Software can use large amounts of memory and processing power. It may slow, freeze or crash your browser or computer, particularly with large datasets. Save your work often.

The web applications process your data in your browser. Files you load stay on your device unless you save, export or share them, or use an AI feature as described in section 7. Apart from what those features send, RGS does not receive your data files through the web applications.

You are responsible for having the rights to any data you process and for complying with the laws that apply to that data.

7.AI features

The rgSpatial AI Agent and the AI assist in rgQuery (rgSQL) send requests to a third-party large language model provider (currently Anthropic) directly from your browser, using an API key that you obtain from that provider and enter yourself. RGS does not supply keys, does not relay or store the requests, and never receives your key.

Fees. Usage under your key is billed by the provider to you, under your agreement with the provider. RGS has no control over, and no liability for, those charges, including charges from repeated, failed or unexpectedly large requests.

Information sent. The Software is designed to limit what leaves your browser. It sends the model your questions and instructions, the conversation, the names of your layers, and the names and types of their columns. It does not send your data values, rows or statistics to plan an operation. When the AI Agent answers a question about an operation’s result in plain English, it may send a small preview of that result (currently up to fifteen rows). Everything you type into an AI feature is sent to the provider, so do not enter information you are not permitted to share with it.

The provider. Once information reaches the provider, its handling is governed by the provider’s terms and privacy practices, not by RGS. RGS is not responsible or liable for the provider’s acts or omissions, including any data breach, loss, disclosure, retention, use for training or outage at the provider.

Outputs. Model outputs may be wrong. The AI Agent can run operations on your layers (filters, transformations, styling, joins and more) based on those outputs. Review each proposed action, and treat AI results like any other result under section 6. You are responsible for operations executed at your request through the AI features.

8.Ownership

RGS and its licensors own the Software, including all copyrights, patents, trade secrets, trademarks and other intellectual property in it. The Software is confidential and proprietary to RGS and may be covered by pending patent applications. Nothing in this agreement transfers ownership.

If you send RGS feedback, suggestions or ideas about the Software, RGS may use them without restriction or obligation to you.

9.Third-party software

The Software includes open-source components. They are listed, with their licences, in the NOTICE and AUTHORS files distributed with each package. Those components are licensed under their own terms, and nothing in this agreement restricts rights you have under those terms.

10.Updates and changes

RGS may provide updates, which are part of the Software and subject to this agreement, and may require that you update to keep using the Software.

RGS may change this agreement by posting a new version at rgspatial.com/eula with a new version number and effective date. For access provided free of charge, your continued use after the effective date means you accept the change; if you do not accept it, stop using the Software. For a paid licence or a signed agreement, a change takes effect at your next renewal or the start of your next term. If RGS needs a change to apply during a current term, RGS will give you at least thirty days’ notice, and you may end the affected licence before the change takes effect and receive a refund of the prepaid fees for the unused part of the term.

11.Information RGS collects

RGS does not sell this information. RGS may share it with service providers that process it on RGS’s behalf, and may disclose it where required by law. RGS keeps it for as long as needed for the purposes above. Questions about it can be sent to [email protected].

If you are in the European Economic Area, the United Kingdom or Switzerland. RGS processes the information above to perform this agreement with you (sign-in, licence keys, downloads, support) and for its legitimate interests in operating, securing and improving the Software and in communicating with you; where consent is required, RGS will ask for it. RGS is established in the United States and the information is processed there. RGS is the controller of the sign-in, download and licence records it collects; where the law requires a mechanism for RGS’s own transfer of that information to the United States, RGS relies on standard contractual clauses or another mechanism recognised under the applicable law and will make its terms available on request, and RGS’s service providers process the information under standard contractual clauses of their own. You have the rights to access, rectify, erase, restrict and port your personal data, to object to processing based on legitimate interests, to withdraw consent, and to lodge a complaint with your supervisory authority. Requests go to [email protected]. An organisation that needs a data processing agreement can request one at the same address.

12.Confidentiality

Each party may receive non-public information from the other: for RGS, pre-release features, licence keys, roadmap and pricing; for you, data, documents and other information you share with RGS, for example in a support request. Each party will protect the other’s confidential information with at least reasonable care, use it only for the purposes of this agreement, and disclose it only to its personnel and advisers who need it and are bound to keep it confidential. This does not restrict you from describing your own use of released features.

These obligations do not cover information that is or becomes public through no fault of the recipient, that the recipient already knew without a duty of confidentiality, that it develops independently, or that it receives from a third party entitled to share it. A recipient may disclose confidential information where the law compels it, after giving the other party notice where the law allows. The obligations last for three years after this agreement ends, and for a trade secret for as long as it remains one.

13.Term and termination

This agreement takes effect when you first accept it and continues until it ends. You may end it at any time by stopping all use of the Software and deleting your copies.

RGS may suspend or end your access, your licence keys or this agreement: (a) if you breach this agreement and, where the breach can be cured, do not cure it within fifteen days of notice; (b) if fees that are due are not paid; (c) when the term of your licence key or signed agreement ends; (d) where required by law or to address a security risk; and (e) for access provided free of charge, at any time at RGS’s discretion. Where a signed agreement provides different terms, that agreement controls. If RGS ends a paid licence for a reason other than your breach or non-payment, RGS will refund the prepaid fees for the unused part of the term.

When the agreement ends, all licences end, you must stop using the Software and delete all copies, and licence keys stop working. Your data and files are yours and stay on your systems. Where the web applications hold a project or other data of yours, then unless the agreement ended for your breach, RGS will keep them available to you for thirty days after the end so that you can export it. Sections 5 through 9 and 11 through 20 survive.

14.No warranty

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RGS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT.

RGS DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, SECURE, UNINTERRUPTED OR COMPATIBLE WITH YOUR SYSTEMS, THAT DEFECTS WILL BE CORRECTED, THAT RESULTS OR AI OUTPUTS WILL BE ACCURATE OR RELIABLE, OR THAT THE SOFTWARE WILL NOT DAMAGE YOUR COMPUTER, SOFTWARE, FILES OR DATA. YOU USE THE SOFTWARE AT YOUR OWN RISK.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN THOSE JURISDICTIONS THE EXCLUSIONS ABOVE APPLY TO THE FULLEST EXTENT PERMITTED, AND ANY IMPLIED WARRANTY IS LIMITED TO NINETY DAYS.

15.Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY, AND NONE OF RGS’S MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS AND SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA; LOSS OF PROFITS, REVENUE OR BUSINESS; BUSINESS INTERRUPTION; COST OF SUBSTITUTE GOODS OR SERVICES; DAMAGE TO COMPUTERS, SOFTWARE OR SYSTEMS; LOST, CORRUPTED OR OVERWRITTEN FILES; DECISIONS OR ACTIONS TAKEN IN RELIANCE ON RESULTS OR AI OUTPUTS; FEES CHARGED BY THIRD PARTIES; OR ANY DATA BREACH OR OTHER ACT OR OMISSION OF A THIRD-PARTY PROVIDER, ARISING OUT OF OR RELATED TO THE SOFTWARE OR THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SOFTWARE OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID RGS FOR THE SOFTWARE IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE OR ONE HUNDRED US DOLLARS (US$100).

THESE LIMITATIONS DO NOT APPLY TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16, TO EITHER PARTY’S BREACH OF SECTION 12, TO USE OF THE SOFTWARE BEYOND THE LICENCE GRANTED IN SECTION 3 OR IN BREACH OF SECTION 5, TO FEES YOU OWE, OR TO LIABILITY THAT CANNOT BE LIMITED BY LAW. RGS’S TOTAL LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 16 WILL NOT EXCEED THREE TIMES THE AMOUNT YOU PAID RGS FOR THE SOFTWARE IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE.

THESE LIMITATIONS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW SOME OF THESE LIMITATIONS; IN THOSE JURISDICTIONS THEY APPLY TO THE FULLEST EXTENT PERMITTED.

16.Claims and indemnities

By you. You will defend and indemnify RGS and the persons listed in section 15 against third-party claims, and the resulting damages, costs and reasonable legal fees, arising from your data, from your use of the Software in violation of this agreement or of law, or from actions you take based on results or AI outputs.

By RGS. If a third party claims that the Software, used under a paid licence as this agreement permits, infringes a patent issued in the United States, or infringes its copyright or trademark or misappropriates its trade secret, RGS will defend you against the claim and pay the damages and costs finally awarded against you or agreed by RGS in settlement, provided that you notify RGS promptly, give RGS sole control of the defence and settlement, and cooperate reasonably. RGS may, at its option, obtain the right for you to keep using the Software, modify or replace it so that it no longer infringes, or, if neither is commercially reasonable, end the affected licence and refund the prepaid fees for the unused part of its term. RGS has no obligation for a claim that arises from your data, from a modification not made by RGS, from combining the Software with products, data or services not supplied by RGS, from use after RGS has offered a non-infringing version, or from use in breach of this agreement. This paragraph states RGS’s entire liability, and your exclusive remedy, for claims that the Software infringes or misappropriates a third party’s rights.

17.Export control and government use

You will comply with the United States export and sanctions laws that apply to the Software, and you confirm that you are not located in, and are not a resident or national of, a country to which those laws prohibit export, and that you are not on a list of persons to whom export is prohibited. The Software is commercial computer software and commercial computer software documentation. If you are a United States government end user, it is licensed under this agreement as provided in FAR 12.212 and DFARS 227.7202.

18.Governing law and disputes

This agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising out of or related to this agreement or the Software, and each party consents to their jurisdiction and venue, except that RGS may seek injunctive or other equitable relief to protect its intellectual property or confidential information in any court of competent jurisdiction. To the extent permitted by law, each party waives trial by jury. Disputes are resolved individually: to the extent permitted by law, neither party will bring or take part in a class, collective or representative action about this agreement or the Software, and claims may not be consolidated with another person’s.

19.General

This agreement, together with any signed agreement described in section 2, is the entire agreement between you and RGS about the Software and replaces any earlier understanding. If a provision is held unenforceable, it will be enforced to the extent permitted and the rest remains in effect. A failure to enforce a provision is not a waiver. You may not assign this agreement or your licence, except to a successor to all or substantially all of your business or assets, with written notice to RGS; RGS may assign this agreement without restriction. There are no third-party beneficiaries other than the persons listed in section 15. Notices to RGS go to [email protected]; notices to you may be sent to the email address you used with the portal. “Including” means “including without limitation”.

20.Contact

Rapid Geospatial Systems, LLC
Legal, privacy and licences: [email protected]
Support: [email protected]