Terms of Service

Last updated: May 9, 2026. Subject to revision.

1. Service Description

NomisFile is a compliance calendar and filing workflow management tool designed for U.S. businesses holding state money transmitter licenses, money services business registrations, and related financial services permits. The service provides obligation tracking, deadline management, document generation, and regulatory template library access.

NomisFile is NOT: a law firm, a legal advisor, a regulatory filing service, or a substitute for professional legal counsel. NomisFile does not file documents with regulators on your behalf, does not interpret regulatory requirements for your specific situation, and does not guarantee regulatory compliance.

2. No Warranties on Regulatory Content

THE SERVICE, INCLUDING ALL OBLIGATION TEMPLATES, CITATIONS, DEADLINE CALCULATIONS, BOND REQUIREMENT ESTIMATES, AND REGULATORY REFERENCES, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR CURRENCY.

NomisFile does not warrant that:

• The obligation templates are complete or cover all regulatory requirements applicable to your business;
• Deadlines, citations, or regulatory references are accurate or current;
• The service will identify all filings, obligations, or deadlines applicable to your entity;
• Bond calculations reflect current regulator requirements;
• Templates marked any confidence level (including "high confidence") are free from error.

Regulatory requirements change frequently. NomisFile templates are maintained on a best-efforts basis and may lag behind regulatory changes.

3. Customer Responsibility

You are solely responsible for:

• Determining which regulatory obligations apply to your business, entities, and licenses;
• Verifying the accuracy and currency of every obligation, deadline, citation, and bond requirement shown in the service directly with the applicable state regulator and qualified legal counsel;
• Timely filing of all regulatory documents, reports, and forms;
• Maintaining required surety bonds at levels mandated by your regulators;
• Compliance with all applicable federal, state, and local laws and regulations.

NomisFile is a workflow tool to help organize your compliance program. It does not replace your independent obligation to know and comply with your regulatory requirements.

4. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOMISFILE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Regulatory fines, penalties, or enforcement actions;
• Missed filing deadlines;
• License revocations, suspensions, or denials;
• Loss of business or revenue;
• Costs of regulatory remediation;
• Legal fees or costs arising from regulatory non-compliance.

NOMISFILE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO NOMISFILE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF NOMISFILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. Indemnification

By Customer: You agree to indemnify, defend, and hold harmless NomisFile and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your use of the service; (b) your failure to comply with applicable laws or regulations; (c) your reliance on NomisFile content without independent verification; (d) any content or data you upload to the service; or (e) your violation of these Terms.

By NomisFile: NomisFile shall indemnify and hold harmless Customer from claims alleging that the NomisFile platform software (excluding regulatory content and templates) infringes a valid U.S. patent, copyright, or trade secret of a third party.

6. Data Ownership and Privacy

You retain all ownership rights in the data you enter into NomisFile ("Customer Data"). NomisFile acts as a data processor with respect to Customer Data and processes it solely to provide and improve the service.

Upon termination, you may export your Customer Data for thirty (30) days. After this period, NomisFile will delete Customer Data in accordance with our data retention policy unless retention is required by law.

See our Privacy Policy for detailed information on data collection, use, and protection.

7. Termination

Either party may terminate this agreement at any time with thirty (30) days' written notice. Upon termination:

• Your access to the service will end at the conclusion of the notice period;
• You will have thirty (30) days from termination to export your data;
• Any prepaid fees for unused service periods will be refunded on a pro-rata basis;
• Sections 2 (No Warranties), 3 (Customer Responsibility), 4 (Limitation of Liability), 5 (Indemnification), and 9 (Governing Law) survive termination.

NomisFile reserves the right to suspend or terminate your account immediately for material breach of these Terms or violation of the Acceptable Use provisions below.

8. Changes to Service and Terms

NomisFile may update the obligation template library, features, interface, and pricing at any time. For material changes to pricing or features, NomisFile will provide at least thirty (30) days' advance notice via email to the account owner.

NomisFile may update these Terms from time to time. Updated Terms will be posted on this page with a revised "Last updated" date. Continued use of the service after changes take effect constitutes acceptance of the revised Terms. If you do not agree with any changes, you must stop using the service and terminate your account.

9. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any disputes arising out of or relating to these Terms or the service shall be resolved exclusively in the state or federal courts located in Wilmington, Delaware.

The parties may mutually agree to resolve disputes through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, but arbitration is not mandatory.

10. Acceptable Use

You agree not to:

• Use the service for any unlawful purpose or in violation of applicable regulations;
• Reverse engineer, decompile, or disassemble any part of the service;
• Use automated tools to scrape, harvest, or extract data from the service beyond normal API usage;
• Resell, sublicense, or redistribute the service or its content (including the obligation template library) without written authorization;
• Attempt to access other users' accounts or data;
• Interfere with or disrupt the service's infrastructure.

Contact

Questions about these terms? Email [email protected].