Last updated: August 25, 2026
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PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE. BY USING THE SERVICE, CLICKING AGREE OR OTHER FORM OF ASSENT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR AN ENTITY FOR WHOSE BENEFIT THIS SERVICE IS BEING USED, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON ITS BEHALF.
This agreement is between Nomic, Inc., a Delaware corporation (Nomic), and the Customer below agreeing to these terms (Customer).
1. Software Service
This agreement and the applicable online order provides Customer and its Affiliates (defined below) access to and usage of an Internet-based software service, including its features, functions, user interface, and underlying software, as specified on an order (Service).
2. Use of Service
a. Customer Owned Information.
All files, contents, information and data uploaded by Customer or generated by the Service remains the property of Customer, as between Nomic and Customer (Customer Data). Customer represents and warrants to Nomic that Customer has provided all required notices and has obtained all required licenses, permissions, and consents regarding Customer Data for use within the Service under this agreement. Customer grants Nomic the right to use the Customer Data only as necessary to properly provide the Service and to improve its underlying technology. During the term of an order, Customer may export its Customer Data as allowed by functionality within the Service.
b. AI Outputs.
Customer understands that the Service uses generative AI and that AI outputs contained in Customer Data may be inaccurate, incomplete, or non-unique. Customer is responsible for human review and for determining whether such output is appropriate for Customer's intended use.
c. Affiliates and Contractors.
Customer, including its Affiliates, may enter into orders with Nomic and its Affiliates. An Affiliate entering into an order agrees to be bound by this agreement as if it were an original party to this agreement. Customer may allow its Affiliates and contractors to use the Service, provided Customer is responsible for their compliance with the terms of this agreement, and use by its Affiliates and contractors is solely for Customer's or Affiliate's benefit. Affiliate means any company controlled by or under common control with the subject entity, directly or indirectly, with an ownership interest of at least 50%.
d. Customer Responsibilities.
Customer: (i) must keep its passwords secure and confidential and use industry-standard password management practices; (ii) is responsible for its access control policies and administration of access rights to its account within the Service, the acts and omissions of its users, and the legality and accuracy of Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Nomic promptly of any such unauthorized access; and (iv) may use the Service only in accordance with applicable law.
e. Nomic Support.
Technical support is available as described at docs.nomic.ai.
f. Free Limited Offering.
If Customer has registered for a free limited offering of the Service under an order, Customer may access the Service during the agreed-to time period in an order. The Service is provided 'AS IS', with no warranty during this time period. All Customer Data will be deleted after the trial period, unless Customer converts its account to a paid Service.
g. Third Party Services.
The Service interoperates with third party services, for example, SharePoint, Egnyte, and other services listed at nomic.ai/integrations (Third-Party Service), and it depends on continuing availability of and access to Third-Party Service and the content and information from such service for full functionality of the Service. Customer is responsible for obtaining all rights and the payment of all fees associated with all Third-Party Service for purposes of this agreement.
h. API.
If specified on an order, Nomic provides access to its application-programming interface and its documentation (API) as part of the Service. Subject to the other terms of this agreement, Nomic grants Customer a non-exclusive, nontransferable, terminable license to interact only with the Service as allowed by the API, and as follows:
- Customer may not use the API in a manner, as reasonably determined by Nomic, that exceeds reasonable request volume as described in Nomic's technical documentation (docs.nomic.ai), constitutes excessive or abusive usage, or fails to comply with any part of the API. If any of these occur, Nomic may suspend or terminate Customer's access to the API on a temporary or permanent basis.
- Nomic may change or remove existing endpoints or fields in API results upon at least 30 days' notice to Customer, but Nomic will use commercially reasonable efforts to support the previous version of the API for at least 6 months. Nomic may add new endpoints or fields in API results without prior notice to Customer.
- Nomic has no liability to Customer because of any change, temporary unavailability, suspension, or termination of access to the API.
3. Service Level Agreement and Warranty
a. Availability Warranty.
Nomic will make reasonable commercial efforts to maintain the online availability of the Services (excluding maintenance outages, outages beyond Nomic's reasonable control, and outages that result from any Customer technology issues).
b. Warranty.
Nomic warrants to Customer that: (i) Nomic will not materially decrease the overall security of the Service; (ii) the Service will perform materially in accordance with its technical documentation as described in Section 3(a) above; and (iii) Nomic will neither materially decrease the overall functionality of the Service nor the scope of Support.
c. Disclaimer.
NOMIC DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR-FREE AND THE USE MAY BE INTERRUPTED, AND NOMIC IS NOT RESPONSIBLE FOR ANY THIRD-PARTY SERVICE ISSUES.
4. Payment
a. Fees and Payment.
Customer must pay all fees as specified on the order, but if not specified, then within 30 days of receipt of an invoice. The fees are exclusive of sales, use, withholding, VAT, and other similar taxes, and Customer is responsible for payment of such taxes at the rate and in the manner for the time being prescribed by law. If Nomic has the legal obligation to pay or collect taxes for which Customer is responsible under this section, Nomic will invoice Customer and Customer will pay that amount unless Customer provides Nomic with a valid tax exemption certificate authorized by the appropriate taxing authority. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
5. Mutual Confidentiality
a. Definition of Confidential Information.
Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Nomic's Confidential Information includes the Service and pricing information. Customer's Confidential Information includes the Customer Data.
b. Protection of Confidential Information.
Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of Discloser for any purpose outside the scope of this agreement; and (ii) limit access to Confidential Information of Discloser to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient containing protections not materially less protective of the Confidential Information than those in this agreement.
c. Exclusions.
Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
d. DPA.
The Data Protection Addendum located at nomic.ai/global-data-processing-addendum is incorporated into this agreement for all purposes, to the extent it applies to Customer based on applicable law.
6. Property
a. Reservation of Rights.
Nomic and its licensors are the sole owners of the Service, including all associated intellectual property rights, and they remain only with Nomic. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Nomic reserves all rights that are not expressly granted in this agreement.
b. Restrictions.
Customer may not: (i) sell, resell, rent, or lease the Service or use it in a service-provider capacity; (ii) use the Service to store or transmit unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service except as allowed by applicable law despite this limitation; or (vi) access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes. Nomic may suspend Service to Customer if Nomic believes in good faith that Customer's use of the Service poses an imminent threat to the security, availability, or legality of the Service; in such event, Nomic will work with Customer to address the issue and restore Service as quickly as possible.
c. Aggregated and Deidentified Information.
Nomic may compile aggregated and deidentified information related to the Service, provided that such information does not identify Customer Data or Customer and there is no means to re-identify Customer Data or Customer. Nomic retains all intellectual property rights in such information.
7. Term and Termination
a. Term.
This agreement continues until all orders have expired, unless earlier terminated as provided below.
b. Term of Orders.
The term of each order and renewal terms must be specified in the order, but if not specified the order may be terminated by either party at any time.
c. Mutual Termination for Material Breach.
If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
d. Return of Customer Data.
- Within 30 days after termination, upon request Nomic will make the Service available for Customer to export Customer Data as provided in Section 2(a).
- At any time, Customer may destroy or delete the Customer Data from within the Service or after the order term upon request to Support.
e. Effect of Termination.
If this agreement is terminated for Nomic's breach, Nomic will refund Customer fees prepaid for the remainder of the term of all orders after the termination effective date. If this agreement is terminated for Customer's breach, Customer will pay any unpaid fees for the term of all orders. Upon request, following any termination of this agreement, each party will destroy or return all of the other party's property that it holds, subject to the "Return of Customer Data" section above.
8. Liability Limit
a. Exclusion of Indirect Damages.
TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT FOR SECTION 9 OR MISAPPROPRIATION OR INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS.
b. Total Limit on Liability.
TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT FOR SECTION 9 OR MISAPPROPRIATION OR INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED THE GREATER OF THE AMOUNT PAID OR OWED BY CUSTOMER WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY OR $500, EXCEPT THAT THIS LIMITATION DOES NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS.
9. Indemnification for Third-Party Claims
If a third party claims against Nomic (i) that the Customer Data is unlawful or was provided to Service without authorization; or (ii) relates to such party's use of the Customer Data, Customer must defend, indemnify and hold Nomic harmless against that claim at Customer's expense and pay all costs, damages, and attorneys' fees incurred by Nomic or that are included in a settlement approved by Customer. Nomic will notify Customer of the claim in writing, cooperate with Customer in the defense, and allow Customer to solely control the defense or settlement of the claim.
10. Governing Law and Forum
This agreement is governed by the laws of the State of Delaware (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts in the state of Delaware, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party. The UN Convention on Contracts for the International Sale of Goods does not apply.
Notwithstanding the foregoing, for any Customer located outside the United States, this agreement is governed by the laws of the state of Delaware (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any dispute between the parties arising out of or related to this agreement must be exclusively determined by binding arbitration in the State of Delaware, U.S.A. in English, under the then-current Commercial or International Dispute Resolution Procedures of The International Centre For Dispute Resolution. The decisions of the arbitrators may be entered in any court of competent jurisdiction. Nothing in this agreement prevents either party from seeking injunctive relief in any court of competent jurisdiction. The prevailing party in any arbitration or litigation is entitled to recover its attorneys' fees and costs from the other party.
11. Other Terms
a. Entire Agreement and Changes.
This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it.
b. No Assignment.
Neither party may assign or transfer this agreement to a third party, except that the agreement and all orders may be assigned without the consent of the other party as part of a merger or sale of all or substantially all of a party's businesses or assets, not involving a competitor of the other party, or at any time to an Affiliate.
c. Export Compliance.
The Service and Confidential Information may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Neither party will permit its personnel or representatives to access any Service in a U.S.-embargoed country or in violation of any applicable export law or regulation.
d. Independent Contractors.
The parties are independent contractors with respect to each other, and neither party is an agent, employee, or partner of the other party or the other party's Affiliates.
e. Enforceability and Force Majeure.
If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for its non-performance due to events beyond its reasonable control and whether foreseeable or not, including but not limited to natural weather events and disasters, labor disruptions, disruptions in the supply of utilities, and public Internet failures.
f. Money Damages Insufficient.
Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.
g. U.S. Federal Agency Entities.
The Service was developed solely at private expense and is commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.
h. No Additional Terms.
Nomic rejects additional or conflicting terms of a Customer's form-purchasing document.
i. Order of Precedence.
If there is an inconsistency between this agreement and an order, the order prevails.
j. Survival of Terms.
All provisions of this agreement regarding payment, confidentiality, indemnification, limitations of liability, proprietary rights, and such other provisions that by fair implication require performance beyond the term of this agreement must survive expiration or termination of this agreement until fully performed or otherwise are inapplicable.
k. Feedback.
If Customer provides feedback or suggestions about the Service, then Nomic (and those it allows to use its technology) may use such information without obligation to Customer.