Niural Legal

Bill Pay Additional Terms 

Last updated January 22,2024.

These Bill Pay Additional Terms supplement the Niural Customer Terms of Service Agreement, available at https://www.niural.com/legal, and are hereby incorporated into the Niural Customer Terms of Service Agreement by reference. Capitalized terms used but not otherwise defined in these Bill Pay Additional Terms will have the meanings set forth in the Niural Customer Terms of Service Agreement. These Bill Pay Additional Terms set forth the additional terms and conditions under which Niural will provide to Customer certain Bill Pay services (“Bill Pay Service”, as further described below). All terms of the Niural Customer Terms of Service Agreement, including all disclaimers, limitations of liability, agreements and indemnities, apply to these Bill Pay Additional Terms. If you, as an individual, accept or agree to these Bill Pay Additional Terms on behalf of an entity or other organization, you represent and warrant that you have the authority to bind the entity or organization to these Bill Pay Additional Terms, and, in such event, all references to “you”, “your” and “Customer” in these Bill Pay Additional Terms will refer to such entity or organization.

Certain services offered as part of the Bill Pay Service may be regulated money transmission, payment services, or similar services within the meaning of laws that apply to those services (“Payment Services”). To the extent that we provide and you use any Payment Services in the United States, those services are provided to you by a third-party partner of Niural Inc., and not by Niural Inc. To the extent you use any Payment Services in a non-U.S. country, those services are provided to you by the licensed payment services entity in that country or by a third-party partner.

PLEASE REVIEW THESE BILL PAY ADDITIONAL TERMS CAREFULLY. BY ACCEPTING THESE BILL PAY ADDITIONAL TERMS OR USING THE BILL PAY SERVICE, YOU AGREE TO THE NIURAL CUSTOMER TERMS OF SERVICE AGREEMENT, INCLUDING THESE BILL PAY ADDITIONAL TERMS, WITH NIURAL. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE BILL PAY SERVICE. ALL SERVICES HEREUNDER, INCLUDING THE BILL PAY SERVICE AND ANY PAYMENT SERVICES, ARE INTENDED FOR COMMERCIAL USE ONLY AND MAY NOT BE USED FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES.

  1. Eligibility and Use of Service

In order to access the Bill Pay Service, you must open an account (an “Account”) with us and provide all information and documentation requested by Niural in connection with your Account setup. You agree to provide only accurate and complete information to Niural. To the extent any information that you provide to Niural is incorrect or incomplete, you agree that Customer is solely responsible for any claims, penalties, interest, or other financial harm that results from such incorrect or incomplete information.

You represent and warrant that: (i) the individual accepting these Bill Pay Additional Terms is of legal age to form a binding contract; (ii) all registration information you submit is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information; (iv) if you are accepting these Bill Pay Additional Terms on behalf of a company or legal entity, you have the authority to bind that company or legal entity to these Bill Pay Additional Terms; and (v) you (a) are not located in a country subject to U.S. Government sanctions or embargoes and are not a person, group, or entity that has been designated by the U.S. Government as a Specially Designated National (SDN) or “terrorist supporting” country; (b) are not listed on any U.S. Government list of prohibited or restricted parties; and (c) will not attempt to use the Bill Pay Service directly or indirectly to send money to a sanctioned country, person, group or entity.  You take full responsibility for the selection, use of and access to the Bill Pay Service.

  1. Bank Account

To use the Bill Pay Service, you must provide us with access to a depository account which is linked to or otherwise associated with the Bill Pay Service or from which payments are made using the Bill Pay Service (“Bank Account”). Any Bank Account that you provide for use with the Bill Pay Service must be an account that is used solely for business or commercial purposes and is not used for any personal, family, or household purposes. By providing an account as a Bank Account, you are representing to us that the Bank Account is solely used for business or commercial purposes. You further represent that you may authorize transactions from such Bank Account without the consent or approval of any other person or entity. Your access to and use of the Bill Pay Service is conditioned on compliance with this provision, and you agree that we will not have any liability for any reason if you are not in compliance with this provision. The Bill Pay Service is solely for business or commercial payments from a business purpose Bank Account.

You represent and warrant that your Bank Account is a deposit account enabled for ACH debits, to make payments in accordance with the Bill Pay Service. You agree to reimburse us for any and all penalties and fees incurred by us if your Bank Account is not properly configured.

You agree at all times to maintain sufficient funds in your Bank Account to satisfy all obligations to us in connection with your Bank Account or your use of the Bill Pay Service, including returns, reversals, and associated fees, and to add funds immediately if we notify you that your funds are insufficient.

  1. The Service

The Bill Pay Service is intended to provide you with the ability to initiate funds transfers from your designated Bank Account to a recipient third party (“Vendor”) in payment of a bill or invoice from such Vendor. Niural’s banking partners (each, a “Bank”) provide certain depository and money transmission services in connection with the Bill Pay Service. Any funds that you transmit using the Bill Pay Service as a payment method will be transferred to one or more pooled deposit accounts at one or more Banks or held in accounts as permissible investments as defined by the applicable local regulator (collectively, the “Pooled Account”) until such time as those payments are paid pursuant to these Bill Pay Additional Terms, and you agree that no interest or any other type of income or gain will be paid to you on these amounts.  Each account comprising the Pooled Account may be (i) held by or titled in the name of Bank for the benefit of you and other Bill Pay Service customers, or (ii) in the name of Niural itself and/or in the name of a Niural subsidiary located in the country or region in which you fund transactions. Funds held on your behalf in the Pooled Account may be commingled with funds of other Niural customers, but Niural will maintain records in good faith in the ordinary course of business reflecting your interest in the Pooled Account. The Pooled Account may be eligible for FDIC or similar insurance, but we do not guarantee that your funds are insured. To the extent Customer funds or directs Niural to make Bill Pay Service-related payouts in multiple countries, Customer acknowledges that there may be multiple Pooled Accounts corresponding to those countries or regions and that Niural may rely on authorized partners or vendors to deliver payments to their final destinations.

When using the Bill Pay Service, you will have the ability to schedule and approve payments of bills and invoices, which are sent to us in connection with such approval. Approval must be made by an Authorized User logged into the Niural platform (the “Niural Platform”) on a Business Day, and prior to the established cut-off time for such Business Day (the “Cut-Off Time”) to be treated as being made that day. “Business Day” means any day other than a Saturday, Sunday, federal holiday, or other day on which we, Bank or any other financial institutions facilitating the funds transfers is authorized or required to be closed. Any approvals that are made on a day other than a Business Day, or after the Cut-Off Time for such Business Day, will be treated as if made the following Business Day. If ACH is selected as the funding method, we will arrange for Bank to transfer the total amount of each approved payment from the designated Bank Account to the Pooled Account on the later of (i) the date you schedule for payment through the Niural Platform, and (ii) the Business Day immediately following the Business Day in which the payment is approved. If wire transfer is selected as the funding method, Niural will provide wire transfer instructions to you, and you will be solely responsible for following any such wire transfer instructions. Niural will not have any responsibility or liability related to any Claim, consequence, liability, incorrect or misdirected payment, or error that results from your failure to follow the wire transfer instructions that Niural provides to you.

After funds are deposited in the Pooled Account, we will then arrange for Bank to transfer an amount equal to each approved payment from the Pooled Account to the designated Vendor by ACH, wire, check, or other available payment method, consistent with the instructions you provide in the Niural Platform and subject to these Bill Pay Additional Terms. For your convenience, we will provide you with an estimated payment arrival date based on the payment method you select in the Niural Platform. This date is an estimate only and we do not guarantee that a payment to a Vendor will be made within any specific time frame. Niural will not have any responsibility or liability if a payment scheduled through the Bill Pay Service is not made to a Vendor on or before any specific date. You agree that you are solely responsible for scheduling payments and selecting an appropriate date for funds to be transferred from your Bank Account to fund payments to your Vendors. Notwithstanding any other term in these Bill Pay Additional Terms, we may in our sole discretion choose to impose limits on the amount or frequency of payments, delay or cancel any payment, or suspend your ability to make payments using the Bill Pay Service. 

  1. Service Fees; Foreign Exchange; Pass Through Costs

Access to certain features of the Bill Pay Service (including certain payment types or payments made on an expedited basis) may require you to pay certain fees such as transaction fees, payment processing fees, and other special services fees (together, “Service Fee”). Service Fees are separate from any subscription fees and taxes applicable to your access to the Niural Platform and/or Bill Pay Service. Any Service Fees applicable to a payment you initiate will be listed before you approve the payment and are due when you initiate the payment to which the fees relate. You authorize Niural to automatically debit Service Fees from either your Bank Account or your designated bank account for subscription fees. Niural reserves the right to change the Service Fees from time to time, in its sole discretion. If a Service Fee is not acceptable, your sole and exclusive remedy will be to stop using the Bill Pay Service and/or your Account, as applicable. By continuing to use the Bill Pay Service, you accept all Service Fees. All Service Fees are non-refundable, except in Niural’s sole discretion. 

In addition to Service Fees, where Customer instructs Niural to make payments on Customer’s behalf in an eligible currency that is different from the currency provided through the Customer’s Bank Account, funding debits will be calculated and currency will be exchanged using foreign exchange rates. These rates consist of currency conversion rates available to Niural through its service providers at or near the time of exchange and may include, where permissible by law, a currency conversion fee. You understand that the actual foreign exchange rate applicable to your transaction may vary from the estimated rate displayed to you when you request or approve the payment of a bill or invoice, and you agree to be bound by the foreign exchange rate applicable at the time of the funding debit. Niural will not have any responsibility or liability to you for any loss you incur due to any foreign exchange rate fluctuations. Additionally, we reserve the right to select and change, in our sole discretion and at any time, the eligible countries to which or the eligible currencies in which you may request payments to be made.

You also agree to reimburse Niural immediately on demand for costs or losses we incur due to returned payments made pursuant to instructions submitted by you, or for your misuse of the Bill Pay Service.

  1. The Niural Platform

Through your access to the Niural Platform, you will have control over the Bill Pay Service, including, without limitation, the ability to approve bills and invoices for payment, send electronic copies of all such bills and invoices to us, and designate Bank Accounts and payment dates for each payment.

For each payment, the Niural Platform will provide status updates, including whether such payment has been paid, is overdue, or has failed to be paid. Status updates may be delayed depending on payment method, and may not reflect the exact status where such information is not available, or not yet available to us.

  1. Bank Account Authorization; Resubmissions

When you use the Bill Pay Service, you are responsible for the payment amount and agree to fund the payment. To fund the payment by ACH, you authorize us to process a debit from your Bank Account, or to charge your Bank Account, as applicable, in the full amount of each payment you have requested or authorized. If a debit from, or charge to, your Bank Account to fund a proposed payment made by you through the Bill Pay Service is rejected or returned for any reason, you understand and agree that you continue to be responsible for funding the payment amount and agree to promptly pay the amount of the returned debit or charge directly to us. You agree that we may resubmit a returned or rejected debit or charge in our sole discretion. You agree to pay all penalties, interest charges, late payment fees, service fees, and/or interest related to the rejected or returned funding debit. You acknowledge that your failure to fund a payment amount (by any applicable payment method including ACH or wire transfer) prevents Niural from paying the bill or invoice and that Niural is not liable for any resulting fees, charges, or other penalties.

  1. Vendors

To use the Bill Pay Services, you will be required to provide certain information about your Vendors. Vendors may establish profiles within the Niural Platform vendor portal, which Niural may make available to your Vendors in its sole discretion (“Vendor Portal”). For each Vendor, you agree to provide and maintain correct and current information and acknowledge that Niural is not responsible for verifying the accuracy of Vendor information you and/or the Vendor provide and will have no liability for losses or damages resulting from any inaccurate or incomplete information. By providing or otherwise entering any Vendor information into the Niural Platform, you represent and warrant that you have obtained all necessary authorizations and consents from the Vendor to share such information and agree that you will maintain such information in compliance with applicable law. Niural will process all Vendor information in accordance with our User Privacy Notice. You also authorize us to send emails, text messages, and to call your Vendors as needed to facilitate the Bill Pay Service and you represent and warrant that your Vendor has agreed to receive such communications from us. 

If you invite a Vendor to set up a profile in the Vendor Portal, Niural makes no guarantees that a Vendor will do so, that the Vendor will enter accurate or complete information (Niural has no duty to verify any such information nor any liability arising therefrom) or the amount of time it will take for the profile to be created. If you select a Vendor already in the Vendor Portal or otherwise connect to a Vendor through the Vendor Portal, you acknowledge and agree that you are solely responsible for selecting and paying the correct Vendor, verifying the information for such Vendor in the Vendor Portal, and authorizing payments with the correct payout amounts and destinations.   

You hereby represent and warrant that you have performed appropriate due diligence on each Vendor and that you are not relying on any “know your customer” or other due diligence performed by us or by Bank. You acknowledge that we are not responsible for any illegality that may arise due to a payment made using the Bill Pay Service, and you assume all responsibility for such payments. You will indemnify, defend and hold Niural harmless for any loss, penalties, or other harm that might occur because a Vendor you have chosen is associated with any illegal, prohibited or restricted activity or is otherwise prohibited from receiving payments. We may choose, in our sole discretion, to limit, suspend, or refuse to make payments to any Vendor or other person and you agree that we shall have no liability for choosing or not choosing to do so.

  1. Responsibility and Payment Instructions 

To the extent allowed by law, you agree to be bound by all payment instructions or transactions initiated via your Account, whether or not authorized. You agree that you will be liable for all losses or payments resulting from the theft, loss, compromise, or unauthorized use of your Account or Credentials. You will also be responsible for any losses or unauthorized payments resulting from any fraudulent or illegal compromise of your systems. You agree that you will be responsible and liable for payments or transfers containing inaccurate or incomplete instructions or other errors, unless limited by law. 

Upon your timely report, we may, in our sole discretion, use good faith measures to attempt to reverse and recover any unauthorized or erroneous payments or transfers on your behalf. However, you acknowledge that we will have no responsibility, obligation, or liability in relation to such payments or transfers or any reversal or recovery attempts.

If you suspect an unauthorized payment from your Bank Account in connection with the Bill Pay Service, you must contact Niural Support immediately, which is the best way to reduce any possible losses. 

Authorized Payers. By entitling an Authorized User to make a payment through the Bill Pay Service (a “Payer”), you represent and warrant to us that the Payer is authorized to instruct us to pay approved bills or invoices from the Bank Account. You will be responsible for any and all payments requested or made by a Payer, whether or not authorized by you. You may revoke your authorization for such Payer by removing them as an Authorized User in the Niural Platform; however, payments previously initiated and/or approved by such Payer will continue to be paid unless otherwise able to be canceled or modified by you or another Payer.

Payment Instructions. When we receive a payment instruction from you or any Payer, we will use commercially reasonable efforts to make and deliver the payment, subject to these Bill Pay Additional Terms, and you authorize us to debit or charge your Bank Account and remit funds on your behalf, all in accordance with the payment instructions. You agree to be bound by any payment instructions that you or any Payer provides to us, to the fullest extent allowed by law.

Payment Instruction Authorizations. You authorize us to follow the payment instructions that we receive from you or a Payer to pay a Vendor. In order to process payments more efficiently and effectively, Niural, the Bank, and/or other financial institutions facilitating the payments may alter payment data or data formats for a Vendor, in our sole discretion and without notice to you. 

  1. Applicable Rules and Law

Your use of the Bill Pay Service constitutes your consent and authorization for us to process and originate electronic ACH debits and credits and your agreement that you have the required authorization for those electronic ACH transactions. You agree that all electronic ACH transactions requested or processed in connection with your Bank Account or your use of the Bill Pay Service are subject to these Bill Pay Additional Terms, and the Operating Rules of the National Automated Clearing House Association (“Nacha Rules”). In addition, all such transactions may be subject to other applicable laws, rules and regulations, including Uniform Commercial Code Article 4A (“UCC”). You authorize us to initiate and process transactions in accordance with your payment instructions and as provided under these Bill Pay Additional Terms; and you agree to be subject to and comply with these Bill Pay Additional Terms, the Nacha Rules, and all other applicable laws, rules and regulations. 

Regarding your use of any Bill Pay Service that include electronic ACH debits or credits, you acknowledge that you are the Originator (as defined in the Nacha Rules) of each Entry (as defined in the Nacha Rules) originated on your behalf by Niural or an affiliate and assume the responsibilities of an Originator under the Nacha Rules. You further acknowledge that under the Nacha Rules and the UCC, Niural, as a Third-Party Sender (as defined in the Nacha Rules), is required to make certain warranties on behalf of the Originator with respect to each Entry. You agree to indemnify Niural for any Claim which results, directly or indirectly, from a breach of such a warranty made by Niural on behalf of you, unless such breach results solely from Niural’s own gross negligence or intentional misconduct. You also acknowledge that under the Nacha Rules and the UCC, Niural is required to indemnify certain persons, including, without limitation, the ODFI (as defined in the Nacha Rules), for the Originator’s failure to perform its obligations thereunder. You agree to indemnify Niural for any Claims which result from the enforcement of such an indemnity, unless the enforcement results solely from Niural’s own gross negligence or intentional misconduct. You agree to be bound by the Nacha Rules and further agree not to originate any Entries that violate the laws of the United States or other applicable law or to originate any Entries that are or should be coded as WEB, TEL, or IAT unless prior approval for such codes has been obtained by Niural from the originating depository financial institution. You acknowledge and agree that Niural and any originating depository financial institution through which Entries you originate are processed may terminate or suspend your ability to originate Entries and may audit your compliance with the Nacha rules or these Bill Pay Additional Terms.

  1. Canceling or Stopping Payments

An approved payment cannot be canceled or edited if the processing for the payment has begun. If the processing for a payment has begun, then you may request that we attempt to stop the payment. We will use reasonable efforts to stop such payments, but you agree that we will not have any liability in connection with any stop payment request and that we may be unable to stop a payment. Any request to stop a payment must include the Vendor name, the Vendor account number, and the amount and date of the payment request. If we incur any fees, charges, or costs from a third party because you have canceled or stopped a payment, you are responsible for reimbursing us and we may debit your Bank Account to recover these fees, charges, or costs.

  1. Returned and Delayed Payments

You acknowledge and agree that payments sent with the Bill Pay Service may be returned for many reasons, for example, due to invalid information being provided, the inability to communicate with a Vendor, or a Vendor invoice previously paid in full. We are not responsible for any returned payments for any reason. If a payment is returned, you authorize Niural to credit the amount of the payment to your Bank Account, less any Service Fees or other amounts owed by you to us. You agree to pay all penalties, interest charges, late payment fees, service fees, and/or interest related to the returned payment.

Additionally, due to circumstances not directly within our control, such as delays in handling and posting payments by other financial institutions or Vendors, Vendors’ inability to accept a form of payment, or other delays in the payment clearing process, some transactions may take longer to be credited to a Vendor account to which you have made a payment. You agree that we are not responsible for any delays in payment for any reason.

  1. Prohibited Payments

You are prohibited from using the Bill Pay Service: 

  1. to make payments that would facilitate or further illegal conduct or that involve funds derived from illegal conduct; 
  2. to make any payments that would violate any applicable law, including anti-money laundering regulations, anti-bribery laws (e.g., FCPA), combating terrorist financing laws, sanctions laws or other anti-corruption laws;
  3. to make payments for amounts not associated with a bill or invoice from the designated Vendor; 
  4. to breach any agreement to which you are bound or violate any applicable law, regulation, rule or license or  permit conditions to which you are subject; 
  5. to engage in any internet or gambling transactions whether or not gambling is legal in any applicable jurisdiction; 
  6. to engage in any activity or business that would result in you being or becoming a “money services business” as defined in the Bank Secrecy Act and its implementing regulations or a money transmitter, currency exchange service, or other money service business under state law; 
  7. to engage in any transaction or activity that is not specifically authorized and permitted by these Bill Pay Additional Terms; and 
  8. to make payments for any purpose other than a business or commercial purpose. 

You agree that you will not use the Bill Pay Service to make payments for any personal, family, or household purpose and will only use the Bill Pay Service for commercial or business purposes. You acknowledge and agree that we have no obligation to monitor your use of the Bill Pay Service for transactions and activity that are impermissible or prohibited under these Bill Pay Additional Terms; provided, however, that we reserve the right to decline to execute any transaction or activity that we believe violates these Bill Pay Additional Terms or the Niural Customer Terms of Service Agreement.

13. Limitations

We reserve the right to limit or cap or to refuse to make any payment transaction requested or initiated through the Bill Pay Service without incurring any liability to you that Niural believes: (i) may violate the Niural Customer Terms of Service Agreement or other agreement you have with Niural (if any); (b) is unauthorized, fraudulent or illegal; or (c) exposes, or is likely to expose, Niural, you or others to unacceptable risk. We reserve the right to suspend or cancel any payments requested or initiated by you or a Payer, including if your Account is not in good standing. In the event that we suspend or cancel your payment, we will credit or refund to your Bank Account any amount received by us to fund the payment, and you authorize us to withhold and collect from any such credit or refund any Service Fees or other amounts owed by you to us.

14. Error Resolution

In case of errors or questions about any transactions using the Bill Pay Service, you must notify us promptly. Your notice to us must include your name, your Account number, why you believe it is an error or why you need more information, and the dollar amount of any suspected error. If we do not receive appropriate notice from you regarding an error within sixty (60) days of such error being reflected in any transaction summary or other information provided to you in the Niural Platform, then we will have no obligation to address the error.

15. Indemnification

Niural is not an intermediary, advisor, agent or third party to Customers with regard to any service, and we take no responsibility for the quality or adequacy of any Deliverables or services performed, Customer disputes and or content posted to the Platform by Customers. The Customer (referred to as "You") will defend Niural and its affiliates against third-party claims related to violations of the Agreement or User Terms, indemnifying Niural for associated costs. Niural will promptly notify the Customer of any claims, granting the Customer the right to assume exclusive defense.

Niural agrees to indemnify the Customer against third-party claims alleging infringement of intellectual property rights by the Niural Services. The Customer must promptly inform Niural of such claims, allowing Niural sole control for defense and settlement. Niural may, if necessary, procure a license, modify the infringing component, or terminate the Customer's right to use it, providing a prorated refund. This section defines Niural's responsibility and the Customer's exclusive remedy for intellectual property infringement under the Agreement.

16. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 8 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF NIURAL WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. NIURAL HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE NIURAL SERVICES PROVIDED FOR IN THIS AGREEMENT.

EXCEPT WITH RESPECT TO NIURAL’S IP INDEMNIFICATION OBLIGATIONS, UNDER NO CIRCUMSTANCES SHALL NIURAL, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE NIURAL SERVICES OR ANY FAILURE OR DELAY IN DELIVERING THE NIURAL SERVICES, EVEN IF NIURAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NIURAL, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR DIRECT DAMAGES, IN THE AGGREGATE, EXCEEDING THE AMOUNT OF FEES PAID TO NIURAL HEREUNDER IN THE EIGHTEEN (18) MONTHS PRECEDING THE CLAIM THAT GAVE RISE TO THE LIABILITY. THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF Niural HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES, PROVINCES AND OTHER TERRITORIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

17. Termination and Account Cancellation

If you breach any of these Bill Pay Additional Terms, we have the right to suspend, disable or terminate your Account or terminate your use of the Bill Pay Service, at our sole discretion and without prior notice to you. We reserve the right to revoke your access to and use of any portion of the Bill Pay Service at any time, with or without cause. In the event we terminate your Account or your use of the Bill Pay Service, you will remain liable for any and all amounts due hereunder.

18. Miscellaneous 

If any part of these Bill Pay Additional Terms is found to be invalid, such part will be enforced as nearly as possible in accordance with the intention of the parties, and the remainder of these Bill Pay Additional Terms will remain in full force and effect (except as noted in the “Arbitration” section in the Niural Customer Terms of Service Agreement). 

Nothing contained in these Bill Pay Additional Terms shall be construed as constituting or creating a partnership, joint venture, agency, or other association or relationship between you and us. To the extent that either party undertakes or performs any duty for itself or for the other party as required by these Bill Pay Additional Terms, the party shall be construed to be acting as an independent contractor and not as a partner, joint venturer, or agent for the other party.