ACH Origination Agreement

Thank you for choosing to use the ACH Origination services provided by Niural Inc. ("Niural," "we," "us," "our"). This ACH Origination Agreement (the "Agreement") governs your use of Niural's Automated Clearing House (ACH) services, which enable you to initiate ACH transactions through our platform. By accessing and using Niural's ACH services, you agree to be bound by the terms and conditions outlined in this Agreement.

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT AND/OR USING NIURAL'S ACH SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

If you are using the ACH Origination services on behalf of an organization, you represent and warrant that you have the authority to bind such organization to these terms.

The ACH Network allows you to collect funds through debit or credit Transactions from U.S. bank account holders. Terms specifically applicable to initiation of ACH Network Transactions are stated below.

As with all Payment Methods, your use of Niural products that provide access to the ACH Network through the submission of ACH Debit and ACH Credit entries binds you to these ACH Origination Terms (these “Terms”). These Terms form part of the Niural Customer Terms of Service and, where applicable, the Niural Pay Additional Terms or Payroll Services Additional Terms. These Terms govern Customer’s use of ACH origination functionality. In the event of a conflict, these Terms control solely with respect to ACH Network requirements applicable to the ACH services governed by these Terms. You accept and agree to comply with these Terms.

• Nacha Rules: When submitting Transactions over the ACH Network, you must comply with the Nacha Operating Rules, as amended from time to time, including applicable authorization, fraud monitoring, risk management, transaction coding and Company Entry Description requirements. 
• ACH Entry Authorizations: The roles of Customer, Niural, Niural’s ACH Service Provider and applicable financial institutions under the Nacha Operating Rules will depend on the applicable transaction flow. Where Customer acts as an Originator, Customer acknowledges and accepts its obligations as an Originator. Where Niural acts as a Third-Party Sender, Niural will perform that role subject to the Nacha Operating Rules and applicable ODFI and ACH Service Provider requirements. You authorize the banks used by Niural’s ACH Service Provider to submit Transactions over the ACH Network (“ODFI Banks”) on your behalf to and from your Customers’ bank accounts. When you use Niural to initiate ACH Network Transactions with your Customers, you represent and warrant that: (a) you have obtained all necessary authorizations and approvals from your Customers for Niural to transmit the applicable ACH debit or credit Transaction; and (b) all information you provide to Niural regarding each ACH Network Transaction is accurate, timely and complete. You must retain evidence of each required authorization and provide such evidence to Niural, its ACH Service Provider or an ODFI Bank promptly upon request. Niural is not liable for any return, reversal or other failure, or any related costs, arising from your acts or omissions, including your failure to obtain or retain a required authorization.
• Timing of Funds, Limits and Charges: Niural and its ACH Service Provider will make funds available in accordance with applicable settlement timing, subject to applicable processing, risk and compliance controls. Niural may require separate or pass through origination limits as set up by the ACH Service Provider. Charges for your origination of ACH, returns and other ACH related services will be billed to you by Niural.
• Transaction Controls; Termination and Suspension: Niural, its ACH Service Provider or an ODFI Bank may reject, delay, limit or suspend any Transaction or your access to the ACH Network where reasonably necessary to comply with applicable law, the Nacha Operating Rules, fraud or risk-management requirements, applicable exposure or origination limits, or requirements imposed by an ODFI Bank or ACH Service Provider. Without limiting Niural's rights under the Niural Services Agreement, Niural may suspend or terminate your access to the ACH Network for violation of the Nacha Operating Rules, including if required by an ODFI Bank or ACH Service Provider or if you exceed applicable return-rate or risk thresholds.
• Requests for Compliance Information: By collecting funds via ACH debit Transactions and as required by the Nacha Operating Rules, you will provide information and documentation requested by Niural, Niural's ACH Service Provider, or ODFI Banks for the purpose of ensuring your compliance with these Terms and the Nacha Operating Rules upon reasonable notice. You agree to cooperate with any request for information necessary to complete ACH risk assessments and audits in a timely manner. Niural may suspend or terminate your access to the ACH Network immediately if you fail to provide information or documentation requested.
• Warranty: As an Originator of Transactions under the Nacha Operating Rules, you represent and warrant that no Transaction submitted through the Niural Services will cause Niural, its ACH Service Provider or any ODFI Bank to violate the Nacha Operating Rules or any applicable law, rule, regulation or sanctions requirement.
• Nested Third Party Senders: You must not submit ACH Network Transactions as a Nested Third Party Sender (as defined in the Nacha Operating Rules) through Niural Services.