These Niural Cash Reward Program Terms and Conditions (the “Cash Reward Program Terms”) describe the terms and conditions that apply to your participation in the Niural Cash Reward Program (the “Reward Program”, which consists of the Wallet Cash Reward Program described in Section 1(a) and the Security Deposit Cash Reward Program described in Section 1(b) below). They are an agreement between you (the participating Niural customer) and Niural Inc., 16192 Coastal Highway, Lewes DE 19958, United States (“Niural”, “we”, or “us”). By participating in the Reward Program, you agree to these Reward Program Terms and the Niural Customer Terms of Service (collectively, the “Terms”), which govern your use of Niural’s services. All capitalized terms used but not defined in these Reward Program Terms have the meanings given in the Niural Customer Terms of Service, including as applicable to your Security Deposit, and these Reward Program Terms are hereby incorporated by reference into the Customer Terms of Service.

BY ENROLLING IN OR PARTICIPATING IN THE REWARD PROGRAM, OR BY OTHERWISE ACCEPTING THESE REWARD PROGRAM TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE REWARD PROGRAM TERMS.

1. Program Description

Niural has established the Cash Reward Program under which Niural may offer cash rewards (“Rewards”) to eligible customers in connection with (a) qualifying use of the Niural Wallet service (such as maintaining qualifying balances in your Niural Wallet) (“Wallet Cash Rewards”), and (b) a qualifying Security Deposit held by Niural in connection with your account, as described in this Addendum (“Security Deposit Cash Rewards”), as further described in these Reward Program Terms. Wallet Cash Rewards and Security Deposit Cash Rewards are distinct components of the Reward Program, are calculated on different balances using separate methodologies, and are tracked separately as described in Sections 3 and 4. Except as expressly stated in this Addendum, a change to, or your eligibility for, one component does not affect the other component. The Reward Program allows you to accrue Rewards in the form of cash credits based on your Wallet account balance and/or Security Deposit balance, as applicable, and activity. The Reward Program is void where prohibited by law.

Note: Niural is a financial technology company and not a bank, and any Cash Rewards provided under this Program - whether Wallet Cash Rewards or Security Deposit Cash Rewards - are a discretionary promotional offer. Rewards do not constitute interest on deposits or any other obligation of a bank. Rewards are not insured by the FDIC or any other government agency and are not guaranteed by Niural and its banking partners. The Security Deposit itself is not a deposit account and does not bear interest; see Section 7 for further detail.

2. Eligibility - Wallet Cash Rewards

You are eligible to participate in the Wallet Cash Reward Program only if you meet all of the following criteria:

• Business and U.S. Account: You have an active Niural account with the Niural Wallet feature enabled (subject to Niural’s approval processes) and you are a business entity or organization based in the United States. The Wallet Cash Reward Program is currently available only to U.S.-based Niural customers (and is not offered internationally at this time), and you must be legally authorized to use Niural’s services in the U.S.
• Account in Good Standing: All accounts you maintain on the Niural platform are, and remain, in good standing. This means you are not in breach of any agreements with Niural, you have no past due fees or negative balances, and your Niural account has not been suspended or terminated.

If any account you have with Niural is not in good standing for any reason, or if Niural determines in its sole discretion that you have violated the Terms or are abusing/misusing the Reward Program, Niural may deem you ineligible to earn or redeem Rewards and may cause any previously accrued Rewards to be forfeited. Niural reserves the right to condition, suspend, or revoke your accrual or redemption of Rewards in its sole discretion if eligibility criteria are not met or if you violate these Terms.

You represent and warrant that:

(a) you meet all the eligibility requirements above;

(b) you have not been previously suspended or removed from Niural’s services or any Niural reward or loyalty program; and

(c) your participation in this Reward Program is and will be in compliance with all applicable laws and regulations.

2A. Eligibility - Security Deposit Cash Rewards

You are eligible to participate in the Security Deposit Cash Reward Program only if you meet all of the following criteria:

• Active Security Deposit: You currently maintain an active Security Deposit held by Niural in connection with your Niural account, as required under the Customer Terms of Service (the “Security Deposit”). The Security Deposit Cash Reward Program applies only for so long as, and to the extent that, an active Security Deposit is held by Niural.
• Account in Good Standing: All accounts you maintain on the Niural platform are, and remain, in good standing, on the same basis described in Section 2 above.
• No Additional Restrictions; Niural Discretion to Enable: There is no geographic, entity-type, or industry restriction on eligibility for Security Deposit Cash Rewards. The Security Deposit Cash Reward Program applies to any Niural customer that has an active Security Deposit held by Niural and otherwise satisfies the eligibility requirements of this Section 2A, regardless of business location, entity type, or industry. Niural reserves the right, in its sole discretion, to enable or disable a customer's participation in the Security Deposit Cash Reward Program at any time, including for a customer that otherwise meets the eligibility criteria above.

Eligibility for, or ineligibility, suspension, or forfeiture under, the Security Deposit Cash Reward Program is determined and administered separately from eligibility under the Wallet Cash Reward Program in Section 2. If any account you have with Niural is not in good standing, or if Niural determines in its sole discretion that you have violated the Terms or are abusing or misusing the Security Deposit Cash Reward Program, Niural may deem you ineligible to earn or redeem Security Deposit Cash Rewards and may cause any previously accrued but uncredited Security Deposit Cash Rewards to be forfeited, without affecting your eligibility for, or previously credited, Wallet Cash Rewards.

3. How It Works

• Enrollment: To participate in the Wallet Cash Reward Program, you must have a Niural Wallet account in good standing. In most cases, eligible Niural customers are automatically enrolled in the Wallet Cash Reward Program once the Niural Wallet is activated. Niural may also require that you affirmatively accept these Reward Program Terms (for example, via the Niural app or web portal) before you begin earning Rewards.
• Reward Account: You may view information about your Wallet Cash Reward Program activity (including accrued Rewards) by logging into your Niural dashboard. Reward balances and details will be shown in your Niural Wallet or a designated Rewards section of your account (your “Reward Program Account”). You may only have one Reward Program Account per customer/organization, and Rewards earned are specific to that Niural account. Rewards balances from different Niural accounts or organizations cannot be combined or transferred between accounts for any reason.
• Program Activity and Audits: Niural reserves the right to review, monitor, and investigate all Reward Program activities and transactions. Any suspected abuse, fraud, or violation of the Terms may result in adjustment or revocation of your Rewards and/or suspension from the Program, at Niural’s sole discretion.
• Security Deposit Enrollment: Eligible customers are automatically enrolled in the Security Deposit Cash Reward Program once an active Security Deposit is established and these Reward Program Terms have been accepted (whether affirmatively or through your existing agreement with Niural incorporating these Terms by reference).
• Security Deposit Reward Account: Accrued and credited Security Deposit Cash Rewards are tracked in a ledger separate from your Wallet Reward Program Account (your “Security Deposit Reward Account”). Balances in your Security Deposit Reward Account are calculated, disclosed, and administered independently of your Wallet Reward Program Account and are not combined for purposes of calculating accrual. Once credited to your Niural Wallet in accordance with Section 4A, amounts cease to be tracked in the Security Deposit Reward Account and become part of your ordinary Wallet balance.
• Program Activity and Audits: Niural reserves the right to review, monitor, and investigate all Security Deposit Cash Reward Program activity and transactions on the same basis described above for the Wallet Cash Reward Program.

4. Earning Wallet Cash Rewards

• Accrual of Rewards: During your participation in the Wallet Cash Reward Program, you will accrue Rewards on qualifying funds held in your Niural Wallet. Niural will determine the rate at which Rewards accrue (for example, an Cash Reward applied to your Wallet balance), and may offer tiered or promotional rates at its discretion. The applicable reward rate(s) and calculation method will be determined by Niural and communicated to you (for example, via Niural’s website, in your account dashboard, or by program literature) from time to time. Niural may change reward rates or tiers in its sole discretion, subject to Section 6 below.
• “Qualifying Balances” Defined: In general, Qualifying Balances are the portions of your Niural Wallet balance that Niural deems eligible for earning Rewards under this Program. Niural, in its sole discretion, may determine which types of funds or transactions qualify. Without limiting the foregoing, the following are not considered Qualifying Balances and will not earn Rewards: any balances held in a currency other than U.S. dollars; any balances held in cryptocurrencies or stablecoins; any funds in your Wallet that have not yet settled or are otherwise not currently available for use (e.g. pending deposits or holds); any amounts that have been set aside to pay upcoming obligations (until those obligations are satisfied); any portions of your balance that are subject to a dispute, chargeback, or legal hold; and any funds applied to fees or other amounts you owe to Niural. Niural may determine at any time that a certain deposit, transfer, or account balance (or a particular transaction) is not eligible to earn Rewards, at its discretion.
• Rewards Conditions and Errors: You may not earn (and will forfeit) Rewards on any funds or accounts where any portion of the balance is negative or subject to an outstanding obligation. Rewards accrue only on net positive, available balances, and only when all applicable conditions are met. Rewards will not be finally credited until any required conditions are fulfilled (for example, a deposit is fully cleared, and no chargebacks or reversals are pending). If Rewards were credited on a balance or transaction that is later determined to be ineligible (or if Rewards were credited in error for any reason), Niural reserves the right to revoke or adjust those erroneously awarded Rewards. Niural may deduct such Rewards from your current or future Rewards balance, or from your Niural account balance if necessary, to correct any error or inconsistency.
• Timing of Credits: Rewards accrued on your Qualifying Balances will be calculated and credited to your Niural account on a periodic basis. Currently, Niural anticipates crediting Rewards monthly (for example, rewards earned in a given calendar month may be credited by the end of the following month), though Niural reserves the right to adjust the crediting schedule. Rewards will typically be added to your Niural Wallet balance or made available for redemption once credited.
• Verification and Disputes: You are solely responsible for monitoring your Rewards balance and ensuring it reflects your understanding of earned rewards. If you believe that your Rewards balance is incorrect, you must notify Niural within 60 days of the date the suspected error occurred. You can contact Niural (via email or support channels) to dispute any discrepancy. If you do not report the issue within 60 days of the relevant accrual or credit, you will forfeit the right to contest the Rewards balance (except to the extent such forfeiture is prohibited by law). Niural’s records of your Rewards activity will be deemed conclusive in the absence of manifest error.
• Account Closure or Suspension: Any Rewards that remain uncredited or unredeemed in your account at the time you or Niural close your Niural Wallet (or your Niural account) will immediately expire and be forfeited. If you close your Niural account or cease to use the Niural Wallet, you will no longer earn Rewards as of the closure date. Similarly, if your Niural account or Wallet is suspended or terminated for any reason, all unredeemed Rewards will expire, and you will not accrue further Rewards unless and until your account is restored to good standing.

4A. Earning Security Deposit Cash Rewards

• Accrual of Security Deposit Cash Rewards: During your participation in the Security Deposit Cash Reward Program, you will accrue Security Deposit Cash Rewards daily on your Security Deposit Qualifying Balance (defined below). Niural will determine the rate used to calculate Security Deposit Cash Rewards (the “Reward Rate”) and may offer tiered or promotional Reward Rates at its discretion. The Reward Rate is a promotional calculation input only - it is not an interest rate or an annual percentage yield, is not represented or advertised as such, and does not reflect any interest-paying obligation of Niural. The applicable Reward Rate(s) and calculation method will be determined by Niural and communicated to you (for example, via Niural’s website, in your account dashboard, or by program literature) from time to time. Niural may change the Reward Rate or tiers in its sole discretion, subject to Section 6 below.
• “Security Deposit Qualifying Balance” Defined: In general, a Security Deposit Qualifying Balance is the portion of your Security Deposit that Niural deems eligible for earning Security Deposit Cash Rewards under this Program. Niural, in its sole discretion, may determine which portions qualify. Without limiting the foregoing, the following are not considered a Security Deposit Qualifying Balance and will not earn Security Deposit Cash Rewards: any portion of the Security Deposit held in a currency other than U.S. dollars; any portion held in cryptocurrencies or stablecoins; any portion that is subject to a pending claim, deduction, dispute, chargeback, or legal hold; any portion below the minimum Security Deposit amount required under your agreement with Niural; and any portion that has been earmarked or applied against fees or other amounts you owe to Niural. Niural may determine at any time that all or part of a Security Deposit is not eligible to earn Security Deposit Cash Rewards, at its discretion.
• Rewards Conditions and Errors: You may not earn (and will forfeit) Security Deposit Cash Rewards on any portion of a Security Deposit that is subject to an outstanding claim or obligation. If Security Deposit Cash Rewards were credited on a balance later determined to be ineligible, or credited in error, Niural reserves the right to revoke or adjust those erroneously awarded amounts, including by deducting them from your Wallet balance, on the same basis described in Section 4 above.
• Timing of Accrual and Credit: Security Deposit Cash Rewards accrue daily, calculated on the closing balance of your Security Deposit Qualifying Balance as of 11:59 p.m. (midnight) UTC each day. Accrued amounts are calculated daily but are calculated and credited to your Niural Wallet balance monthly, currently anticipated to be at the end of each calendar month, though Niural reserves the right to adjust the crediting schedule. Amounts credited under this Section 4A become part of your Niural Wallet balance and, from the date of crediting, are governed by the Wallet-related provisions of this Addendum, including Section 4 (for purposes of calculating future Wallet Cash Rewards) and Section 5 (Use of Rewards). For the avoidance of doubt, once credited, Security Deposit Cash Rewards are treated the same as any other funds in your Wallet, including for purposes of calculating your Qualifying Balance and future Wallet Cash Rewards under Section 4.
• Verification and Disputes: You are solely responsible for monitoring your Security Deposit Reward Account and ensuring it reflects your understanding of earned Security Deposit Cash Rewards. Disputes must be raised within 60 days of the suspected error, on the same basis described in Section 4 above, failing which you forfeit the right to contest the balance (except to the extent prohibited by law).
• Security Deposit Release or Account Closure: If your Security Deposit is returned or released, or your Niural account or Wallet is closed or suspended, prior to the end-of-month crediting date, any Security Deposit Cash Rewards accrued through the closing balance as of 11:59 p.m. (midnight) UTC on the date of release, closure, or suspension will be credited to your Niural Wallet on a pro-rated basis reflecting that daily accrual, notwithstanding that such amount would otherwise have been credited at the end of the calendar month. No further Security Deposit Cash Rewards will accrue after that date.

5. Use of Rewards

• Redemption of Rewards: Once credited to your account, Rewards will typically be treated as cash funds in your Niural Wallet. Niural may, however, require that only an authorized account administrator of your Niural account can withdraw, transfer, or otherwise use the Rewards funds. No individual employee or user of your account is entitled to claim or use Rewards except as permitted by your organization’s account administrators. If Rewards are provided but not formally redeemed or used within your Niural Wallet, they may expire or be forfeited pursuant to this agreement.
• No Transfers or Assignments: Rewards are not transferable to any person or entity other than the Niural account holder that earned them. You may not sell, assign, or transfer Rewards to any third party or to another Niural customer’s account, including via operation of law or in the context of a merger or acquisition, without Niural’s express written consent. Rewards are tied to your Niural Wallet and cannot be combined or aggregated with rewards from any other program or account.
• Tax Liability: Rewards earned through the Program -  whether Wallet Cash Rewards or Security Deposit Cash Rewards -  may be considered taxable income to you and/or your organization. You are solely responsible for determining the appropriate tax treatment of any Rewards and for reporting and paying any applicable taxes arising from your participation in the Program. Niural does not provide tax advice. Please consult your tax advisor regarding how Rewards should be treated for tax purposes in your specific circumstances.
• Uncredited Security Deposit Cash Rewards Are Not Funds: Prior to being credited to your Niural Wallet in accordance with Section 4A, accrued Security Deposit Cash Rewards are an estimate only, are not available for withdrawal, transfer, or use, do not bear interest, and do not constitute funds owed to you. They become redeemable and usable, in the same manner as other Wallet funds under this Section 5, only once credited.

6. Updates, Changes, and Termination of the Program

To the maximum extent permitted by law, Niural reserves the right to change, suspend, or cancel the Reward Program (in whole or in part) at any time, in its sole discretion, and without prior notice. This means Niural may at any time make changes including, but not limited to, the following:

• Modification of Earning Rates or Terms: Niural may modify the rate at which Rewards are earned, including the Reward Rate applicable to Security Deposit Cash Rewards, or introducing new tier levels or promotional rates. Niural may also set limits (caps) on the amount of Rewards that can be earned by a member or on a certain balance amount.
• Eligible Transactions or Balances: Niural may modify which services, transactions, or account balances are eligible for Rewards, or exclude certain types of transactions or balances from earning Rewards.
• Redemption and Use: Niural may change how Rewards are redeemed or used, including changing any redemption mechanism or converting Rewards into a different form of credit.
• Eligibility Criteria: Niural may change the requirements for participating in the Program (for example, expanding the Program to new regions or adjusting the business criteria for eligibility).
• Program Termination: Niural may terminate the Reward Program, or either the Wallet Cash Reward Program or the Security Deposit Cash Reward Program individually, entirely. If Niural decides to discontinue the Program, we may do so in our sole discretion.
• Independent Modification: Niural may modify, suspend, or terminate the Wallet Cash Reward Program and the Security Deposit Cash Reward Program independently of one another. A change to, or discontinuation of, the Security Deposit Cash Reward Program (including its Reward Rate, eligibility criteria, or crediting schedule) does not, by itself, affect your accrued or future Wallet Cash Rewards, and a change to, or discontinuation of, the Wallet Cash Reward Program does not, by itself, affect your accrued or future Security Deposit Cash Rewards.

If Niural terminates the Reward Program, or a component of it, you will only be eligible to receive or retain Rewards that were accrued prior to the effective date of termination (and provided you are otherwise entitled to such Rewards under these Terms). Any Rewards that have not been accrued or that would have been earned after the termination date will be void, and any unredeemed or pending Rewards will become invalid and not honored. Niural will have no obligation to provide any compensation for unearned Rewards upon or after Program termination.

7. Disclaimers and Limitations of Liability

Rewards Provided “As Is”: To the maximum extent permitted by applicable law, the Reward Program and all Rewards are provided “as is” and “as available”. Niural makes no warranties or representations of any kind, express or implied, about the Reward Program or any Rewards, including but not limited to any warranties of merchantability, fitness for a particular purpose, or any assurance that participation in the Program will result in any specific amount of Rewards or financial benefit. Niural expressly disclaims all such warranties. You understand that Rewards are promotional and contingent in nature, and that Niural has the right to modify or terminate any aspect of this Program as described herein.

Security Deposit Not a Deposit Account; No Interest: The Security Deposit is funded and held in accordance with, and its use, application, and return are governed by, the Customer Terms of Service, not by this Addendum. The Security Deposit is not a bank deposit account and does not bear interest, and Niural does not act as a depository institution with respect to the Security Deposit. Security Deposit Cash Rewards are a separate, discretionary, promotional cash benefit calculated by reference to the Security Deposit balance. They are not interest, are not calculated or presented as an annual percentage yield, are not consideration for the Security Deposit, and do not modify, waive, reduce, or otherwise affect either party’s rights or obligations with respect to the Security Deposit itself, including Niural’s right to apply the Security Deposit against amounts owed under the Customer Terms of Service.

Limitation of Liability: To the maximum extent permitted by law, (A) Niural will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind – including, without limitation, lost profits, lost revenue, loss of data, or business interruption – arising out of or related to your participation in the Reward Program or any breach of these Reward Program Terms, even if Niural has been advised of the possibility of such damages. (B) In addition, Niural’s total cumulative liability to you under these Reward Program Terms (for any and all claims) will not exceed the total amount of actual Rewards successfully earned and credited to your account under this Program.

No Certain Jurisdictions: Some states or jurisdictions do not allow the limitation of certain warranties or the exclusion of certain damages. To the extent such laws apply to you, some of the above disclaimers or limitations may not fully apply, and you may have additional rights under law. However, in all cases, Niural’s liability and warranties are limited to the greatest extent permitted by applicable law.

8. Miscellaneous

• Governing Terms & Disputes: Any dispute or claim arising from or relating to the Cash Reward Program or these Reward Program Terms will be resolved in accordance with the dispute resolution and governing law provisions of the Niural Customer Terms of Service (including any agreement to arbitrate and exclusions contained therein). By participating in this Program, you agree to be bound by those provisions for all matters in controversy.
• No Agency or Employment Relationship: You acknowledge and agree that your participation in the Cash Reward Program does not make you an employee, agent, joint venturer, or legal representative of Niural. You shall not represent or hold yourself out as an agent or representative of Niural for any purpose. Participation in this Program is an independent, voluntary relationship. Nothing in these Terms shall be construed as creating an employer-employee or principal-agent relationship between Niural and you, and you are not entitled to any benefits that Niural provides to its employees (such as salary, wages, insurance, or any employee benefits) on the basis of your participation. You hereby waive any right or claim to such benefits.
• Program Terms vs. General Terms: In the event of any conflict between these Reward Program Terms and the Niural Customer Terms of Service, these Reward Program Terms will control with respect to the subject matter of the Reward Program. However, except as specifically modified by these Reward Program Terms, all other provisions of the Niural Customer Terms of Service remain in full effect. To the extent the Customer Terms of Service provisions governing the Security Deposit itself (including its funding, application, and return) conflict with this Addendum, those provisions control, and this Addendum controls only with respect to the calculation and crediting of Security Deposit Cash Rewards.
• Contact Information and Questions: If you have any questions about the Niural Cash Reward Program or these Terms, please contact us at . You may also reach out to your Niural account representative or use our support channels for assistance. We will be happy to address any questions or concerns you have regarding this Program.