Terms of Service

Terms version: 2026-06-04  ·  Effective date: 2026-06-04  ·  Last updated: 2026-06-04. Subject to revision.

The current version and effective date of these Terms are always shown here on the /terms page. See Section 17 for how changes are made and communicated.

1. Acceptance of Terms

These Terms of Service (the “Terms”) constitute a binding agreement between NomisFile (together with its successors and assigns, “NomisFile,” “we,” “us,” or “our”) and the person or entity accessing or using the NomisFile service (the “Customer,” “you,” or “your”).

You accept these Terms by (a) checking an “I agree” box during account registration, (b) clicking any button labeled “Accept,” “Continue,” or similar during registration or a terms update, (c) executing an order form or written agreement that incorporates these Terms by reference, or (d) accessing or using the service after notice of these Terms.

If you are accepting these Terms on behalf of an entity, you represent and warrant that you have the legal authority to bind that entity. If you do not, you may not use the service.

2. Definitions

• “Service” means the NomisFile software-as-a-service platform, including the obligation template library, calendar, workflow, document-generation, alerting, and related features, accessed via the NomisFile website or any successor URL.
• “Customer Data” means data, content, files, and information you or your authorized users submit to or generate within the service, including entity records, license records, filing statuses, generated documents, and uploaded evidence.
• “NomisFile Content” means the obligation templates, citation library, regulator metadata, deadline computations, bond computations, document templates, and other content originated by NomisFile and made available through the service.
• “Authorized User” means an individual you authorize to access the service on your behalf, under your account.
• “Subscription Term” means the period for which you have paid (or have been granted free access) to use the service.

3. Description of Service

The service is a compliance calendar and filing workflow management tool. It is designed for US businesses holding state money transmitter licenses, money services business registrations, virtual currency licenses (including under 23 NYCRR Part 200), and related US financial services permits.

NomisFile is NOT, and does not provide:

• A law firm or legal advisory service;
• A regulatory filing agent or filing service (NomisFile does not file documents with regulators on your behalf);
• An accountancy practice, audit firm, or tax advisor;
• A guarantee of regulatory compliance;
• A substitute for qualified legal, regulatory, or financial professionals;
• A registered investment advisor or financial advisor.

4. User Accounts and Responsibilities

To use the service you must be (a) at least 18 years of age and (b) authorized to bind the entity on whose behalf you register, if any. You agree to provide accurate, current, and complete registration information and to keep it current.

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You must notify NomisFile promptly at [email protected] of any suspected unauthorized access.

NomisFile may suspend or terminate accounts that violate these Terms or that pose a security risk to the service or other customers.

5. Acceptable Use; License Restrictions

Subject to your compliance with these Terms and timely payment of applicable fees, NomisFile grants you a limited, non-exclusive, non-transferable, non-sublicensable license, during the Subscription Term, to access and use the service and the NomisFile Content solely for your internal regulatory compliance program.

You may not:

• (a) reverse engineer, decompile, disassemble, or attempt to derive the source code of the service;
• (b) scrape, harvest, mass-export, or systematically extract NomisFile Content beyond normal interactive use or NomisFile’s documented API limits;
• (c) resell, sublicense, rent, lease, distribute, or make the service or NomisFile Content available to any third party (other than your Authorized Users);
• (d) use the service to build a competing product or service or to benchmark for competitive purposes without NomisFile’s prior written consent;
• (e) remove, obscure, or alter any proprietary notices on the service or NomisFile Content;
• (f) use the service for any unlawful purpose or in violation of any applicable law, regulation, or third-party right;
• (g) attempt to gain unauthorized access to the service, other customers’ data, or any systems or networks connected to the service;
• (h) interfere with or disrupt the service or its infrastructure;
• (i) introduce malicious code, viruses, or similar harmful materials.

Violation of this Section is a material breach and may result in immediate suspension or termination.

6. Subscription and Payment Terms

Fees. You agree to pay all fees applicable to your subscription, as set forth in your order or at the pricing page in effect at the time of registration. Unless otherwise stated, fees are billed in advance, are non-refundable except as expressly set forth in these Terms, and are exclusive of taxes (which you are responsible for).

Free trial. NomisFile may offer a free trial of the service (currently ninety (90) days). NomisFile does not collect a payment method to start a trial. At the end of the trial, access to the service pauses unless you add a payment method and select a paid plan; there is no automatic charge or automatic conversion to a paid subscription. Trial periods are provided “as is” and without any warranty of any kind.

Price changes. NomisFile may change pricing on at least thirty (30) days’ advance notice via email to your account owner. Changes take effect at your next renewal.

Failed payment. If a payment fails, NomisFile may suspend the service after reasonable notice. Suspended accounts remain subject to these Terms.

Payment processor. When paid billing is enabled, payments are handled by a US-based third-party payment processor; NomisFile does not directly receive or store full payment card numbers.

7. NOT LEGAL ADVICE — Customer Responsibility for Regulatory Content

NomisFile does not provide legal advice. Use of the service does not create an attorney-client relationship. All obligation templates, citations, deadline calculations, bond requirement estimates, regulator metadata, and confidence ratings are workflow aids only.

YOU ACKNOWLEDGE AND AGREE THAT:

• (a) regulatory requirements applicable to your business change frequently and vary by jurisdiction;
• (b) NomisFile Content is provided as a workflow aid only and is maintained on a best-efforts basis;
• (c) you are solely responsible for (i) determining which regulatory obligations apply to your business, entities, and licenses; (ii) verifying the accuracy, completeness, and currency of every obligation, deadline, citation, and bond requirement shown in the service, directly with the applicable state and federal regulators and with qualified legal counsel; (iii) the timely filing of all regulatory documents, reports, and forms; (iv) maintaining required surety bonds at levels mandated by your regulators; and (v) overall compliance with all applicable federal, state, and local US laws and regulations;
• (d) NomisFile Content marked with any confidence level (including “high confidence”) may contain errors, omissions, or stale information;
• (e) the service is not a complete inventory of your regulatory obligations and may not surface every filing applicable to your entity.

This Section is material to NomisFile’s willingness to provide the service.

8. Intellectual Property

NomisFile IP. NomisFile and its licensors retain all right, title, and interest in and to the service, the NomisFile Content, the underlying software, the design, the user interface, the obligation taxonomy, the citation library, and all related intellectual property, including the selection, arrangement, and curation of the obligation template library as a compilation copyright and trade secret. No rights are granted to you other than the limited license expressly set forth in Section 5. All rights not expressly granted are reserved.

The underlying statutory and regulatory text cited within NomisFile Content is generally in the public domain; NomisFile’s compilation, selection, summarization, and arrangement of that material is NomisFile’s proprietary work.

Feedback. If you submit suggestions, ideas, or feedback to NomisFile, you grant NomisFile a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose, without obligation to you.

9. Customer Data Ownership

As between the parties, you retain all right, title, and interest in and to Customer Data. You grant NomisFile a non-exclusive, worldwide, royalty-free license to access, use, copy, transmit, display, modify, and process Customer Data solely (a) to provide, maintain, and improve the service for you; (b) to prevent or address technical or security issues; (c) to comply with applicable US legal obligations; and (d) in aggregated and de-identified form, to improve the service.

NomisFile acts as a US service provider with respect to Customer Data. Our processing practices are described in our Privacy Policy, which is incorporated by reference into these Terms. If you are a California resident, your rights under the California Consumer Privacy Act are described in the Privacy Policy.

NomisFile maintains administrative, technical, and physical safeguards designed to protect Customer Data, as described on our Security page. NomisFile will notify you of any confirmed security incident affecting your Customer Data within seventy-two (72) hours of confirmation, consistent with industry practice and applicable US law.

Data-processing and security commitments. Our current data-processing and security controls are those described in our Privacy Policy and on our Security page, each of which is incorporated by reference into these Terms. If you require a separate signed data-processing agreement or security addendum, contact [email protected]; in the event of any conflict between a signed data-processing agreement or security addendum and these Terms, the signed agreement controls as to its subject matter.

10. Confidentiality

Each party (“Recipient”) may have access to confidential information of the other party (“Discloser”). Confidential Information includes any information marked as confidential or that should reasonably be understood to be confidential, including NomisFile Content, the service’s non-public features, and Customer Data.

Recipient will (a) use Discloser’s Confidential Information only as necessary to perform under these Terms, (b) protect it with at least the same degree of care it uses for its own confidential information (and in no event less than reasonable care), and (c) not disclose it except to its employees, contractors, and agents with a need to know who are bound by comparable confidentiality obligations.

Exclusions: information that (i) becomes public through no fault of Recipient, (ii) was already known to Recipient without restriction, (iii) is rightfully received from a third party, or (iv) is independently developed without use of Confidential Information.

Recipient may disclose Confidential Information to the extent required by law, provided it gives Discloser reasonable prior notice (where legally permitted).

11. Disclaimer of Warranties

EXCEPT FOR THE LIMITED EXPRESS WARRANTIES SET FORTH IN AN ORDER FORM SIGNED BY NOMISFILE, THE SERVICE, NOMISFILE CONTENT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, OR QUIET ENJOYMENT.

Without limiting the foregoing, NomisFile does not warrant that:

• The obligation templates or citations are complete, accurate, or current;
• Deadlines, bond requirements, or regulatory references reflect current law;
• The service will identify all filings or obligations applicable to your entity;
• The service will be uninterrupted, error-free, or secure from unauthorized access;
• The service will meet your requirements or expectations.

Some US states do not allow the exclusion of certain warranties; in those states, the foregoing exclusions apply to the maximum extent permitted by law.

Service availability; no service-level commitment. The service is provided on an “as available” basis. NomisFile does not guarantee uninterrupted availability, any specific response time, or any particular service level unless a service-level agreement is expressly set forth in an order form signed by NomisFile. Scheduled maintenance, unscheduled downtime, and outages of third-party infrastructure or service providers may occur. NomisFile may modify, suspend, or discontinue the service or any feature at any time, subject to the notice commitments in Section 17. Service credits are not provided unless separately agreed in a signed order form or service-level agreement.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) Excluded damages. IN NO EVENT WILL NOMISFILE, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, INCLUDING WITHOUT LIMITATION: (i) REGULATORY FINES, PENALTIES, OR ENFORCEMENT ACTIONS; (ii) MISSED FILING DEADLINES; (iii) LICENSE REVOCATIONS, SUSPENSIONS, OR DENIALS; (iv) COSTS OF REGULATORY REMEDIATION; (v) LEGAL FEES OR COSTS ARISING FROM REGULATORY NON-COMPLIANCE; OR (vi) BUSINESS INTERRUPTION, 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.

(b) Aggregate cap. NOMISFILE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE AND THESE TERMS SHALL NOT EXCEED THE GREATER OF: (i) THE FEES YOU ACTUALLY PAID TO NOMISFILE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS (US$100).

(c) Exclusions to the cap. The foregoing limitations do not apply to: (i) your payment obligations; (ii) either party’s indemnification obligations under Section 13; (iii) either party’s breach of confidentiality obligations; (iv) your violation of Section 5 (License Restrictions); or (v) any liability that, as a matter of applicable US law, cannot be limited.

(d) Essential basis. YOU ACKNOWLEDGE THAT THE FEES NOMISFILE CHARGES REFLECT THE ALLOCATION OF RISK IN THESE TERMS, AND THAT THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN AND WOULD NOT BE EXTENDED TO YOU ABSENT THESE LIMITATIONS.

13. Indemnification

By Customer. You will defend, indemnify, and hold harmless NomisFile, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the service; (b) Customer Data, including any claim that Customer Data infringes a third party’s rights or violates applicable law; (c) your breach of these Terms; (d) your violation of applicable US laws or regulations; (e) your reliance on NomisFile Content without independent verification; or (f) any regulatory action, fine, or penalty assessed against you.

By NomisFile. NomisFile will defend you against any third-party claim alleging that the service (excluding NomisFile Content and excluding Customer Data) directly infringes a valid US patent, copyright, or trade secret of a third party, and will pay damages finally awarded against you (or any settlement amounts NomisFile agrees to). NomisFile’s obligation under this paragraph does not apply to claims arising from (i) modifications to the service not made by NomisFile; (ii) combinations of the service with anything not provided by NomisFile; (iii) your use of the service other than as permitted; or (iv) NomisFile Content.

If the service becomes, or in NomisFile’s opinion is likely to become, the subject of an infringement claim, NomisFile may, at its option and expense, (1) procure for you the right to continue using the service, (2) modify the service to make it non-infringing, or (3) terminate your subscription and refund any prepaid fees for the unused portion of the Subscription Term. The foregoing constitutes NomisFile’s entire liability and your sole remedy for any infringement claim.

Process. The indemnified party must (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defense and settlement (provided that no settlement may admit liability or impose obligations on the indemnified party without consent), and (iii) reasonably cooperate at the indemnifying party’s expense.

14. Term and Termination

Term. These Terms commence on your acceptance and continue until terminated as set forth here.

Termination for convenience. Either party may terminate the subscription at the end of the then-current billing period by providing notice via the account settings or to [email protected].

Termination for cause. Either party may terminate immediately upon written notice if the other party (a) materially breaches these Terms and fails to cure within thirty (30) days of notice, or (b) becomes insolvent or files for bankruptcy. NomisFile may suspend or terminate immediately for violations of Section 5 (License Restrictions) or for security risks.

Effect of termination. Upon termination:

• Your access to the service ends;
• You have thirty (30) days from termination to export Customer Data via the export features of the service or by request to NomisFile;
• Any prepaid fees for unused subscription periods are refunded on a pro-rata basis (except where termination is for your material breach);
• After the export window, NomisFile deactivates Customer Data and removes it from active use in the service, and periodically purges deactivated data on a scheduled basis, in accordance with the Privacy Policy, except for limited records retained as required by US law, dispute preservation, security investigation, or backup-integrity controls. You may request export or deletion of your Customer Data by contacting NomisFile.

Survival. Sections 5 (License Restrictions), 7 (Customer Responsibility), 8 (Intellectual Property), 10 (Confidentiality), 11 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law), and 17 (Miscellaneous) survive termination.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware. The parties may mutually agree in writing to resolve a specific dispute through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, but arbitration is not mandatory.

Waiver of jury trial. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY.

Limitation period. Any claim arising out of these Terms must be filed within one (1) year after it arises, or it is permanently barred.

This Service is offered to US-based customers only. You represent that the entity on whose behalf you accept these Terms is organized under the laws of, and operating in, the United States.

16. Force Majeure

Neither party is liable for any failure or delay in performance (except for payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, pandemic, government action, labor disputes, internet or telecommunications failures, third-party service provider failures, or natural disasters. The affected party will use reasonable efforts to mitigate.

17. Changes to These Terms

NomisFile may modify these Terms from time to time. For material changes, NomisFile will provide at least thirty (30) days’ advance notice via email to your account owner or via prominent in-service notice. Continued use of the service after the effective date constitutes acceptance. If you do not agree, your sole remedy is to terminate.

NomisFile may also add, modify, or discontinue features of the service in its discretion. For material adverse changes affecting paid subscriptions, NomisFile will provide reasonable advance notice.

Versioning and re-acceptance. NomisFile may update these Terms from time to time. Material changes will be communicated by email or in-product notice at least thirty (30) days before they take effect. Continued use of the service after the effective date of an update constitutes acceptance of the updated Terms. You may review the current Terms version and effective date at any time at the top of this /terms page; the version identifier and effective date shown there control. Where a material update requires it, NomisFile may ask you to re-accept the updated Terms before continuing to use the service.

18. Miscellaneous

Assignment. You may not assign these Terms or any rights hereunder without NomisFile’s prior written consent. NomisFile may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

Notices. Notices to NomisFile must be sent to [email protected]. Notices to you will be sent to the email address associated with your account.

Relationship. The parties are independent contractors. These Terms create no partnership, agency, joint venture, or employment relationship.

No third-party beneficiaries. These Terms create no third-party beneficiary rights.

Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable while preserving its intent.

Waiver. No waiver is effective unless in writing. Failure to enforce any provision is not a waiver of that or any other provision.

Entire agreement. These Terms, together with any applicable order form and the Privacy Policy, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements.

US export and sanctions. You represent that you and your Authorized Users are not located in, or a national of, any country subject to comprehensive US embargo, and are not on any US government denied-party or sanctions list. You will not use the service in violation of US export controls or sanctions laws.

Anti-corruption. You will comply with all applicable anti-corruption laws, including the US Foreign Corrupt Practices Act.

Headings. Headings are for convenience only and do not affect interpretation.

19. Contact

Questions about these Terms?

• General: [email protected]
• Legal notices: [email protected]
• Security: [email protected]