Platform Agreement

Business Account Terms & Brex Treasury Account Agreement

Revised May 13, 2024

Table of Contents

  • Overview
  • Opening a Brex Business Account
  • About Brex Business Account
  • Account Use and Restrictions
  • Funds Availability
  • Managing Your Brex Account
  • Payment or Security; Liens
  • Fees
  • Account Holds, Suspensions, Terminations, and Other
  • Complaints
  • Additional Terms
  • Severability

1. Overview

These Brex Business Account Terms (“Brex Business Account Terms”) are entered into by you and Brex Inc., and are a supplement to the Brex Platform Agreement.

These Brex Business Account Terms also include an agreement for an account with Brex Treasury LLC (the “Brex Treasury Account Agreement”). The Brex Treasury Account Agreement is entered into between the company applying for a Brex Business Account through its representative(s) (“Company” or “you”) and Brex Treasury LLC (“Brex Treasury”) (collectively with Brex Inc., “Brex”, “we”, “our”, or “us”). Brex Treasury is a Securities and Exchange Commission(“SEC”)- and Financial Industry Regulatory Authority (“FINRA”)-registered broker-dealer that manages self-directed accounts on Company’s behalf for the purchase, sale, or carrying of securities. You can check the background of Brex Treasury or one of its investment professionals on FINRA's BrokerCheck.

You must accept both the Brex Business Account Terms, the Brex Treasury Account Agreement, and any other agreement required in order to provide you Services offered in the Brex Business Account, in order for Brex to provide you with a Brex Business Account.

These Brex Business Account Terms, including the Brex Treasury Agreement and any other agreement for Services as part of your Brex Business Account, unless stated otherwise, govern your relationship with us, and your use of Brex Business Accounts, including any payment Services offered through your Brex Business Account. Capitalized terms that are not defined in this document have the definitions provided in the Platform Agreement.

In exchange for gaining access to your Brex Business Account, you consent to receive all Notices and information from us electronically, including required disclosures, account statements, and tax forms. The Brex Treasury Account Agreement in these Brex Business Account Terms will be binding between Company and Brex Treasury, and each of their respective successors and representatives who obtain the rights and obligations set forth in these Brex Business Account Terms solely by operation of law. The Company may not assign or delegate its obligations hereunder without our prior written consent.

We reserve the right to amend these Brex Business Account Terms, including by deleting, modifying, or adding provisions, at any time by posting the amended version of these Brex Business Account Terms to the Brex website. The amended version will be effective at the time we post it, unless otherwise noted. If any amendments reduce your rights or increase your responsibilities, we will provide you with at least 30 days’ advance email notice of the amended Brex Business Account Terms before the amended terms become effective as to you. Such email notice will be sent to the email address(es) we have on file for the Administrator(s) of your Brex Business Account. Your continued use of your Brex Business Account or any payment Services available through your Brex Business Account, through the actions of any Administrator or User, after any amended Brex Business Account Terms become effective as to you constitutes acceptance of the amended terms. If you do not agree with any amended Brex Business Account Terms, you may close your Brex Business Account before it becomes effective as to you. It is your responsibility to ensure that the contact information, including any email addresses, associated with your Brex Business Account remains accurate and current. Please contact us immediately if your contact information changes so we can assist with updating your account.

Outside of amendments made consistent with these Brex Business Account Terms, the only other way these Brex Business Account Terms may be amended or otherwise modified is through an agreement in writing that is duly signed by our authorized representative(s) and an authorized representative of Company.


You understand and acknowledge that these Brex Business Account Terms contains pre-dispute arbitration clauses in Section 6 of the Brex Treasury Account Agreement that governs claims or Disputes between you and Brex Treasury. The Brex Platform Agreement contains a pre-dispute arbitration clause in Section 4.8 that governs claims or Disputes between you and Brex Inc. or any of its past, present, or future affiliates, except Brex Treasury.

2. Opening a Brex Business Account

2.1 Eligibility

Only companies organized and registered in the United States (such as C-corps, S-corps, LLCs, or LLPs) may apply for a Brex Business Account. Individual consumers, sole proprietors, and unincorporated partnerships are not permitted to use, or attempt to open or use, a Brex Business Account or the Services. Companies organized and/or registered outside the United States are not permitted to use, or attempt to open or use, a Brex Business Account or the Services. Authorized Users outside of the United States are permissible .


You must notify us immediately if any of the information that you provided with your Brex Business Account application is no longer correct, or if your business falls into any category that requires notification as described in the Brex Treasury Account Agreement. If you fail to do so, we may immediately close your Brex Business Account.

2.2 Applying for a Brex Business Account

By submitting an application for a Brex Business Account, each of Company and the Natural Person Applicant submitting this application represents and warrants that:

  • Company is a business entity organized and registered in the United States.
  • Company is validly existing and in good standing in its jurisdiction of organization.
  • Company has a valid U.S. Employer Identification Number (EIN).
  • The representative who is applying for a Brex Business Account is authorized to provide information about Company, submit the application on behalf of Company, and enter into binding agreements on behalf of Company.
  • All information you and the representative submitting the application provide to us is and will be current, accurate, and complete, and you will keep such data current, complete, and accurate at all times.
  • Company and all Users will use Brex Business Account(s) for business purposes only and not for any personal, family, or household use.
  • Company is not engaged in any Prohibited Activities or Restricted Activities.
  • You have reviewed these Brex Business Account Terms and the Brex Platform Agreement.

When you sign up and are approved for a Brex Business Account without applying for a Brex Card, you understand and agree that you will receive a Card that is paid daily to use with your Brex Business Account. Please see the Brex Card Program Terms for the terms governing your use of this Card with Daily Payments (as defined therein).

We may deny Company’s application to open a Brex Business Account or may decline to offer Services for any reason or no reason at our sole discretion. You agree that we may review information available to us about Company, other Brex Account users, or beneficial owners of Company from sources, including information provided to us by our affiliates and service providers, in order to allow us to determine whether to open a Brex Business Account for Company.

2.3 Customer Identification Program Notice

To help the government fight the funding of terrorism and money laundering activities, federal law requires financial institutions to obtain, verify, and record information that identifies each person who opens a Brex Business Account.

When you open a Brex Business Account, we are required to collect certain information from you, which may include but is not limited to information concerning your principal place of business, local offices, employer identification number, certified articles of incorporation, government-issued business license, and other corporate organizational documents. Applicable laws and regulations - such as those from the U.S. Department of the Treasury, banking regulators, Securities and Exchange Commission, and Financial Industry Regulatory Authority - already require you to provide most of this information and may require you to provide additional information. If you don't provide the information requested or your identity can't be verified, we may not be able to open a Brex Business Account or facilitate transactions for you. If we have already opened a Brex Business Account for you, we may have to close it.

3. About Brex Business Account

Brex Inc. grants you access to a suite of cash management and demand deposit services offered by its affiliates and Column National Association, collectively called the “Brex Business Account.”

Cash management Services are provided to you by Brex Treasury. These services provide you the opportunity to either (i) automatically invest your uninvested cash balances into one or more money market mutual funds or other investment options that we may offer upon Notice to you (“Treasury”), or (ii) automatically sweep your funds to Program Banks (“Vault”). See the Brex Treasury Account Agreement for more detail.

Commercial demand deposit account (“Checking”) Services are provided by Column National Association, Member FDIC (“Column”) . These Services allow you to conduct deposit, withdrawal, and funds transfer transactions. See the Column Commercial Demand Deposit Account Agreement for more detail.

3.1 Account Statements

You will receive an email notification when your monthly statement is available online. The statement will reflect activity in your Brex Business Account. Physical statements will be mailed to your physical address upon request and only in the event we become aware that you did not receive our emails. It is your responsibility to keep your contact information updated to ensure that you receive relevant account Notices timely. You must notify us in writing, as promptly as possible but within no later than 10 days if you believe any information shown on your Brex Business Account statement is unauthorized or incorrect.

4. Account Use and Restrictions

Brex Business Account uses and restrictions are detailed further in the Brex Treasury Account Agreement below, as well as in the Column Commercial Demand Deposit Account Agreement.

You agree that we may monitor or record the interactions or activities of Administrators, Users, or persons given access to the Services or your Brex Business Account when using Brex websites or mobile applications or accessing the Services.

Your access to and use of your Brex Business Account is subject to the account use restrictions outlined in this section and Section 1.4 of the Brex Platform Agreement. This may include additional screening or restrictions on the creation or use of your Brex Business Account.

4.1 Compliance with Law

If we or our partners cannot confirm the legality of any transaction or believe that the use of your Brex Business Account violates these Brex Business Account Terms or facilitates Prohibited Activities or Restricted Activities, we may take any such steps we believe are necessary or prudent, in our sole discretion. This may include refusing transaction(s), freezing the funds in question, or suspending or closing your Brex Business Account. We and our partners and affiliates are not liable for any damages arising from actions taken to confirm the legality of any such transactions, including delays in payments or restrictions we may temporarily or permanently impose on your Brex Business Account.

If we are notified of or become aware of a court order or other legal process or request (e.g., subpoenas, garnishments, levies, warrants) or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may take certain actions, including without limitation providing information in our possession, custody, or control to comply with orders, subpoenas, or other requests for information; holding payments to/from your Brex Business Account or holding or otherwise restricting funds in your Brex Business Account; or suspending, terminating, closing, or limiting access to your Brex Business Account. We will decide, in our sole discretion, which action is required or appropriate. We do not have an obligation to contest or appeal any court order or legal process involving you or your Brex Business Account. We are not responsible to you for any losses or consequences you sustain due to actions we may take to comply with a legal order, legal process or request, or applicable law. We may, but are not required to, provide you with Notice of any court order, legal process or requests, or actions we may take in conjunction with them.

These Brex Business Account Terms and your use of the Brex Business Account are subject to U.S. law, including economic sanctions and embargo laws. You represent and warrant that you are not, are not employed by, owned or controlled by (in whole or in part, directly or indirectly) or acting as agent of, any person designated by OFAC as a Specially Designated National or blocked person, or who you have reason to believe may be a Specially Designated National or blocked person. You further represent that you are not employed by, owned or controlled by (in whole or in part, directly or indirectly), or acting as agent of any government or government-controlled entity, except as you have disclosed in writing to us.

5. Funds Availability

Your available Brex Business Account balance is a calculation consisting of a variety of factors, including (i) the total balance in your Brex Business Account, which consists of funds held with both Brex Treasury and with Column (ii) the amount of any holds that have been placed on the funds or securities in your Brex Business Account, (iii) pending transactions (such as pending Card transactions or inbound or outbound ACH transactions, wire transactions or checks) that have been authorized or processed but not yet posted or settled, and (iv) amounts subject to holds in accordance with our risk management procedures. The manner in which we calculate available balances may change at any time, subject to our risk management policies.

Funds transferred into your Brex Business Account may not be immediately available for withdrawal, and we may hold such funds in compliance with U.S. state or federal laws or regulations, our risk management procedures, or those of our partners or payment networks. When you attempt to transfer assets from another financial institution, we are not required to accept or honor any payment orders or to purchase securities until the funds have been deposited with Brex Treasury in your Brex Business Account. We may decline to honor any payment instruction if your available Brex Business Account balance is negative or is inadequate to cover the amount of the payment instruction.

If we receive a deposit or transfer on a day that is not a business day, we may not credit your Brex Business Account until the next business day. You may contact us for information on the status of any deposit or transfer or if you believe we are holding your funds in error.

You understand that your Brex Business Account will be opened with certain default service instruction features and preferences, and that Company is not required to use such default settings.

6. Managing Your Brex Account

6.1 Security Procedures

You are responsible for assessing the security requirements of your business and selecting and implementing Security Procedures appropriate to mitigate your exposure to potential security incidents. This responsibility includes selecting appropriate administrative, procedural, and technical controls that are appropriate to protect Company’s financial accounts.

We may suggest that you implement certain Security Procedures in connection with your use of the Services. You understand that your responsibility for the security of your business is not diminished by any Security Procedures that we provide or suggest. You agree to review all of the Security Procedures we suggest and choose those that are appropriate to protect Company against unauthorized transactions. If you believe that the Security Procedures we suggest are insufficient for Company then it is your sole responsibility to independently implement other Security Procedures that meet Company’s needs.

We may update the Security Procedures that we suggest at any time. You agree to review the Security Procedures we suggest regularly and contact us with any questions about the Security Procedures.

By using the Services, you represent that you have reviewed the Security Procedures and agree that those you have chosen are commercially reasonable for you to protect against unauthorized transactions. You assume all liability arising from disabling, opting out of, or failing to properly use Security Procedures made available to you or implemented at your discretion.

6.2 Transactions and Activities

Though we may suggest Security Procedures, we cannot guarantee that you will not become a victim of fraud. You are solely responsible for and will be bound by any transaction (including any transfer, instruction, or payment order we receive related to the Services), even if it is not authorized, if the transaction is initiated under your Credentials or processed in accordance with your instructions.

We may help you resolve unauthorized transactions, but you acknowledge and understand that you are responsible for any financial loss caused by Administrators, Users, or other persons given access to the Services or your Brex Business Account, and any financial loss due to compromised Credentials, any unauthorized use or modification of your Brex Business Account or the Services, or as a result of any instructions provided by you. We are not liable or responsible to you, and you waive any right to bring a claim against us, for any such losses.

7. Payment or Security; Liens

7.1 Advances

In the course of providing Brex Business Account payment functionality, we may, but are not required to, advance funds to you to satisfy payment orders that exceed the amount of funds available in your Brex Business Account. In addition, if we, our partners, or our affiliates incur any obligations or indebtedness in connection with any transaction executed for your Brex Business Account for any reason, such obligations or indebtedness will be deemed to be incurred by you. You agree that you will promptly repay any amounts due to us arising from your use of your Brex Business Account. You further agree that we may debit your Brex Business Account to satisfy these obligations. To satisfy your obligation to us (if any), you agree that you will execute any documentation that we request to transfer funds to us or otherwise satisfy amounts owed to us.

7.2 Continuing Liability

You will remain liable for any negative balance in your Brex Business Account and for any other amounts owed to us, and you agree to indemnify and promptly reimburse us for any loss or expense incurred, including without limitation losses or expenses incurred in enforcing any lien or other remedies available to us subject to applicable laws and rules. We may report past due amounts to us to a credit reporting agency, refer your account to a collection agency, or exercise any other rights or remedies we may have under the Platform Agreement, these Brex Business Account Terms, or under applicable law.

8. Fees

We will disclose Fees to you when opening your Brex Business Account or through our website. We may update, add, or change Fees upon 30 days' Notice to you (though we may not provide prior Notice when we reduce any Fee).

9. Account Holds, Suspensions, Terminations, and Other Actions We May Take

9.1 Account Closure

If you decide to close your Brex Business Account you will contact us. When your Brex Business Account is closed, Brex Treasury will sell any securities in your Brex Business Account and return the remaining balance to you, assuming no remaining funds in your account are subject to holds or other restrictions. We may decline to close your Brex Business Account if your Brex Business Account has a negative balance, is subject to a hold, lien or other restriction, or if we believe in our sole discretion that the Brex Business Account is being closed to evade any legal or regulatory requirement or investigation.

9.2 Actions We May Take

If we believe, in our sole discretion, that you, an Entity, or any User or other person associated therewith has violated the terms of these Brex Business Account Terms or other written agreement with Brex or our partner, violated applicable law, engaged in fraudulent or unfair activities, or has otherwise engaged in activities that violate our or others’ rights, or created an undue risk of harm for us or others, we may take a number of actions to protect us, Brex customers, and others at any time, in our sole discretion and with or without Notice. The actions we may take against you, an Entity, or any User or other person associated therewith under such circumstances include:

  • Terminating these Brex Business Account Terms and any other written agreement between you and us;
  • Limiting access to Brex Accounts and/or any or all of the Services;
  • Closing or suspending a Brex Account, immediately and without penalty to us;
  • Refusing to provide Services in the future;
  • Limiting the ability to pay or send money or make withdrawals;
  • Holding or otherwise restricting the balance in, or payments to/from a Brex Account for as long as reasonably needed to protect against the risk of liability or loss, to be determined in our sole discretion;
  • Debiting a Brex Business Account or any Linked Account for any amounts owed;
  • Reversing transactions associated with a Brex Business Account or otherwise remitting funds in accordance with applicable rules governing payments (e.g., NACHA rules);
  • Contacting others that have transacted with you, other financial institutions, other impacted third parties, or law enforcement or other regulators about your actions and/or your Brex Account;
  • Updating inaccurate information provided to us; and
  • Taking legal action.

Our decision about actions we may take in relation to your Brex Account may be based on confidential criteria that are essential to our management of risk and the protection of Brex, our customers, service providers, or others. We may use proprietary fraud and risk modeling when assessing the risk associated with the account. In addition, we may be restricted by law, regulation, or a governmental authority from disclosing certain information to you about such decisions or actions. You agree that we have no obligation to disclose the details of our risk management or security procedures to you.

If you, an Entity, or any associated User violates this Platform Agreement or any other written agreement with Brex, you will be liable to us for any losses, damages, or expenses we sustain. You will also be liable for all Fees (including those committed to under any Order Form), Fines, reversals, chargebacks, claims, penalties, negative balances, attorney’s fees and costs, and statutory interest (where applicable) owed by you, an Entity, or any associated User, and any other losses or damages incurred by us, any Brex customer, or a third party, that are caused by, arise out of, or result from your, an Entity’s, or any associated User’s use of the Services in violation of these Brex Business Account Terms or other written agreement with Brex. We may deduct some or all of these losses, damages, and expenses from Company’s Brex Business Account or any Linked Account.

Termination of these Brex Business Account Terms shall not prevent us from taking any of these actions or having recourse to any of these remedies.

9.3 Unclaimed Property

Assets in your Brex Business Account may be subject to state and federal laws on abandoned and unclaimed property. If applicable, we will turn over the assets in your Brex Business Account to the appropriate authorities after making a reasonable effort to contact you. We may deduct any reasonable expenses that we incur during this process. Once this process is complete, we will have no further obligation to you with respect to those assets.

10. Complaints

Any complaints concerning your Brex Business Account should be directed to Customer Support (support@brex.com) or send a written complaint to:

Brex Inc.50 W Broadway, Ste 333#15548Salt Lake City, UT 84101

11. Additional Terms

11.1 Governing Law and Jurisdiction

You agree that, except to the extent federal law controls and except as otherwise stated in these Brex Business Account Terms, the laws of the State of Utah, without regard to principles of conflict of laws, will govern these Brex Business Account Terms and any claim or Dispute that has arisen or may arise between you and us.

You and we agree that any claims or Disputes between us that are litigated in court, rather than adjudicated in arbitration pursuant to Section X of these Brex Business Account Terms, shall be litigated exclusively in the state or federal courts located in Salt Lake County, Utah and you and we consent to the jurisdiction of such courts.

11.2 Continuing Obligations

Sections 4.1 (Compliance with Law), 7.1 (Advances), 7.2 ( Continuing Liability), 9.1 (Account Closure), 9.3 (Unclaimed Property), 11.1 (Governing Law), 11.5 (Limitation of Liability); and Brex Treasury Account Agreement Sections 5 (Security Interest and Control Agreement), 6 (Arbitration), and 7 (Tax Reporting), and any other provisions of these Brex Business Account Terms that identify or give rise to continuing obligations of the parties will survive termination of these Brex Business Account Terms. Terminating these Brex Business Account Terms will not discharge any obligations arising from the Brex Platform Agreement or any other Service terms, to the extent those are still in effect.

11.3 Entire Agreement and Waiver

These Brex Business Account Terms, as amended from time to time, together with any disclosures or agreements that are referenced herein, constitutes the entire understanding between Company and us for the subject matter described and supersedes all other proposals or previous understandings, written or oral, between the parties.

Waivers of rights under these Brex Business Account Terms must be expressed in writing and signed by the party waiving the rights. A waiver will apply only to the particular circumstance giving rise to the waiver and will not be considered a continuing waiver in other similar circumstances, unless the intention to grant a continuing waiver is expressed in writing. Our failure to insist on strict compliance with these Brex Business Account Terms or any other course of conduct on our part shall not be construed as a waiver of our rights under these Brex Business Account Terms.

11.4 Electronic Consent

By creating a Brex Business Account, you are agreeing to transact business with us electronically, and by electronically indicating that you have read these Brex Business Account Terms you acknowledge and agree that such electronic assent is valid evidence of Company’s consent to be legally bound by these Brex Business Account Terms and such subsequent terms as may govern the use of any Services. The use of an electronic version of any document fully satisfies any requirement that the document be provided to in writing. You accept Notice by electronic means as reasonable and proper Notice, for the purpose of any and all applicable laws, rules and regulations. The electronically stored copy of your assent is considered to be the true, complete, valid, authentic and enforceable record of these Brex Business Account Terms, admissible in judicial or administrative proceedings to the same extent as if such assent were originally generated and maintained in printed form.

11.5 Limitation of Liability

YOU AGREE THAT COMPANY’S USE OF THE BREX BUSINESS ACCOUNT AND SERVICES IS AT COMPANY’S SOLE RISK. THE BREX BUSINESS ACCOUNT SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAW OR RULES.

ALTHOUGH CONSIDERABLE EFFORT IS EXPENDED TO MAKE THE BREX BUSINESS ACCOUNT SERVICES AVAILABLE AROUND THE CLOCK, BREX DOES NOT WARRANT THAT THEY WILL BE AVAILABLE AND ERROR FREE AT ALL TIMES WITHOUT FAIL. UNLESS PROHIBITED UNDER APPLICABLE LAW OR RULES, THE BREX PARTIES ARE NOT LIABLE BY REASON OF DELAYS OR INTERRUPTIONS OF THE SERVICES OR TRANSMISSIONS, OR FAILURES OF PERFORMANCE OF THEIR RESPECTIVE SYSTEMS, REGARDLESS OF CAUSE, INCLUDING THOSE CAUSED BY GOVERNMENTAL OR REGULATORY ACTION, THE ACTION OF ANY EXCHANGE OR OTHER SELF REGULATORY ORGANIZATION, OR THOSE CAUSED BY SOFTWARE OR HARDWARE MALFUNCTIONS.

UNLESS PROHIBITED UNDER APPLICABLE LAW OR RULES AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE BREX BUSINESS ACCOUNT TERMS, YOU UNDERSTAND AND AGREE THAT BREX, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, (COLLECTIVELY THE “BREX PARTIES”) WILL NOT BE LIABLE TO COMPANY OR TO THIRD PARTIES UNDER ANY CIRCUMSTANCES, OR HAVE ANY RESPONSIBILITY WHATSOEVER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING TRADING LOSSES, DAMAGES, LOSS OF PROFITS, REVENUE, OR GOODWILL) THAT COMPANY MAY INCUR IN CONNECTION WITH ITS USE OF THE SERVICES PROVIDED BY THE BREX PARTIES OR ANY OF ITS AFFILIATES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT FORESEEABLE, EVEN IF ANY BREX PARTY HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

TO THE EXTENT APPLICABLE LAW OR RULES PROHIBIT OR RESTRICT ANY OF THE LIMITATIONS OF LIABILITY SET FORTH IN THESE BREX BUSINESS ACCOUNT TERMS, OR ANY PORTION OF THEM, OR A COURT OR ARBITRATOR HOLDS THAT SUCH LIMITATIONS, OR ANY PORTION OF THEM, ARE UNENFORCEABLE FOR ANY REASON, THESE BREX BUSINESS ACCOUNT TERMS SHALL BE INTERPRETED AND CONSTRUED IN A MANNER THAT LIMITS THE LIABILITIES OF THE BREX PARTIES TO THE GREATEST EXTENT POSSIBLE UNDER APPLICABLE LAWS AND RULES. WITH RESPECT TO THE BREX TREASURY ACCOUNT AGREEMENT, IN ACCORDANCE WITH FINRA RULE 2268(d), NOTHING IN THESE BREX BUSINESS ACCOUNT TERMS SHALL BE CONSTRUED TO LIMIT THE ABILITY OF ARBITRATORS TO MAKE ANY AWARD IN ACCORDANCE WITH FINRA RULES AND APPLICABLE LAW.

11.6 Force Majeure

Subject to applicable laws and rules, we are not liable for loss caused directly or indirectly by conditions beyond our reasonable control, including Force Majeure events. “Force Majeure” means events that are beyond the reasonable control of a party, including to the following: disasters, extraordinary weather conditions, global pandemics, earthquakes or other acts of God, war, insurrection, riot, labor disputes, terrorist acts, government restrictions, exchange or market rulings, suspension of trading, computer or communication line failure, or failure of market centers or transmission facilities.

12. Severability

If any provision of these Brex Business Account Terms is held by a court or arbitrator to be invalid or unenforceable, that provision will be fully severable. In such event: (1) such provision shall be construed and enforced in a manner that reflects the original intentions of the parties as closely as possible and is consistent with applicable law, and (2) the remaining provisions of these Brex Business Account Terms shall remain in full force and effect.

Brex Treasury Account Agreement

Table of Contents

  • Overview
  • Account Eligibility
  • Account Services
  • Account Use and Restrictions
  • Security Interest and Control Agreement
  • Arbitration
  • Tax Reporting
  • SIPC

1. Overview

This Brex Treasury Account Agreement supplements the Brex Business Account Terms with respect to your account with Brex Treasury.

2. Account Eligibility

You are required to inform us prior to completing your Brex Business Account application if Company is (or is an affiliate of) a financial institution or registered in any capacity with FINRA, the U.S. Securities and Exchange Commission (“SEC”), or a foreign equivalent, including if Company is an investment adviser subject to the Investment Advisers Act of 1940 or investment fund registered under the Investment Company Act of 1940, or if Company provides financial services of any sort to others. You are also required to inform us prior to completing your Brex Business Account application if any exchange owns a majority of Company’s capital stock, or if Company is a member of any exchange or self-regulatory organization, a member of any firm or member corporation registered on any exchange, a bank, trust company, insurance company, or any corporation or firm engaged in the business of dealing either as a broker-dealer or as a principal in securities. You understand and agree that Company is obligated to promptly notify Brex Treasury in writing if any Company Administrators, Users, or Control Persons become registered or employed in any of the above-described capacities.

Brex Treasury is not a registered investment adviser. It is your responsibility to evaluate whether the investments offered by Brex Treasury are suitable for your investment goals and objectives. The Brex Treasury accounts available to you as part of your Brex Business Account are self-directed and you are solely responsible for any and all orders placed in it. Neither Brex Treasury nor any of its affiliates or employees will recommend any security, transaction or order, solicit orders, act as a market maker in any security, or produce or provide first-party research with respect to any investments. You understand that when Users or Administrators request assistance from Brex Treasury or its employees in using your Brex Treasury accounts available to you as part of your Brex Business Account, it will be limited to an explanation of the account’s functionality. Such assistance does not constitute investment advice, an opinion with respect to the suitability of any transaction, or solicitation of any orders. Brex Treasury does not provide legal or tax advice.

When we approve your Brex Business Account application, Brex Treasury will open a Brex Treasury account for Company, made available to you through your Brex Business Account, and act as Company’s broker to purchase and sell money market fund securities or sweep funds to Program Banks (in an allocation of Company’s choosing) to satisfy deposits or facilitate payment instructions related to your Brex Business Account. By opening a Brex Business Account, you are appointing Brex Treasury to act as Company’s broker for this sole purpose.

3. Account Services

3.1 MMF Investments (“Treasury”) and the Cash Sweep Program (“Vault”)

The Brex Treasury account available to you as part of your Brex Business Account is a cash management program that provides you the opportunity to either (i) automatically invest your uninvested cash balances into one or more money market mutual funds or other investment options that we may offer upon Notice to you (“Treasury”), or (ii) automatically sweep your funds to accounts at Program Banks that may be Federal Deposit Insurance Corporation (“FDIC”)-insured up to $250,000 (“Program Banks”) (“Vault”). You will have the opportunity to customize your desired allocation of funds between Treasury and Vault, and you may modify this allocation as Company’s cash management needs change. You should regularly monitor the list of Program Banks participating in the Vault cash sweep program, as Program Banks may be added or removed over time.

The Brex Treasury Vault FDIC-Insured Deposit Sweep Program Disclosure Statement (the “Vault Sweep Disclosures”) describe the mechanics of the Vault sweep program and contain other important disclosures, including information relating to SIPC coverage for Treasury investments. You will receive a prospectus for the applicable Treasury funds prior to, or at the same time as, your cash balance is so invested. By adding money to your Brex Treasury accounts available to you through your Brex Business Account, you agree that you have reviewed the applicable investment prospectuses. Yields for Treasury investments published by Brex Treasury and the applicable money market mutual fund are variable and may change at any time. Where yield reflects fee waivers, it may change at any time if our mutual fund partners revoke or modify the fee waivers.

The Brex Treasury account available through your Brex Business Account provides you the opportunity to earn a return on your uninvested cash balance. It should not be viewed as a long-term investment option. If you are interested in a long-term investment option for your cash balances, please consider alternatives other than Brex Business Account that may be better suited for such a purpose.You acknowledge that many types of traditional brokerage products will not be available in your Brex Business Account and you are not entitled to request such products or services from us. Except for the Treasury investments, you may not use your Brex Business Account to purchase securities of any kind.

3.2 Treasury Investment Overview, Risks, and Limitations

A money market mutual fund is a type of mutual fund that is required by law to invest in low-risk securities. Money market funds are considered relatively low-risk investments compared to other mutual funds and pay dividends that generally reflect short-term interest rates. Specifically, a government money market fund is a type of money market fund that is required by law to invest 99.5% of its total assets in cash, government securities, or repos that are fully collateralized. Money market funds seek to achieve a high level of current income obtainable from investments in short-term securities as is consistent with the preservation of capital and the maintenance of liquidity.

Prior to or at the same time your funds are first swept into a Participating Fund, you will be furnished with the appropriate prospectus. You should read the prospectus carefully and consider the investment objectives, risks, charges, and expenses of each money market fund carefully before investing. You may also contact us https://www.brex.com/contact-us to obtain a free prospectus at any time.

Although a money market fund seeks to preserve the value of your investment at $1 per share, it cannot guarantee it will do so. An investment in a money market fund is not insured or guaranteed by the FDIC. The money market fund’s sponsor has no legal obligation to provide financial support to the money market fund, and you should not expect that the sponsor will provide financial support to the money market fund at any time. Yield fluctuates and past performance does not guarantee future results or returns.

Money market funds typically bear ongoing fees and expenses to operate their business. These fees can include management fees, 12b‐1 fees, shareholder services fees, and other expenses. These costs are deducted from a fund’s assets, reducing investment returns. Many money market funds pay 12b‐1 fees that compensate third parties for activities such as distribution or shareholder servicing. In addition, Brex Treasury may also provide sub accounting, processing of purchases, statement preparation, tax reporting or marketing services and support to its clients that are invested in the money market funds.

In general, money market funds are offered to meet the liquidity needs of clients, but unlike a “money market” deposit account at a bank, money market funds are not insured or guaranteed by the FDIC, any other government agency, or any bank. In general, money market funds seek to achieve the highest rate of return (less fees and expenses) consistent with prudence and their investment objectives. However, money market funds are securities and as such are subject to investment risk, including loss of principal amount invested.

The past performance of a security, industry, sector, market, or financial product does not guarantee future results or returns. If you are interested in a long-term investment option for your cash balances, you may want to consider options that are better suited for that purpose. Brex Treasury does not charge fees on purchases or redemptions of shares of the Treasury investments because Brex Treasury receives remuneration directly from the money market fund or its manager or affiliates for the cash distributions and other services that Brex Treasury provides to the money market mutual fund.

Money market funds to which we sweep your Brex Business Account deposits may charge fees, which will be deducted from the yield you earn.

4. Account Use and Restrictions

You understand that your Brex Treasury account made available through your Brex Business Account is self-directed, and that by opening your Brex Business Account you are appointing Brex Treasury as Company’s agent for the sole purpose of carrying out directions supplied by Company, Users, Administrators, or Control Persons to Brex Treasury in accordance with these Brex Business Account Terms. You also understand and acknowledge that you are authorizing Brex Treasury to open or close your Brex Treasury accounts available through your Brex Business Account, place and withdraw orders, and take such other steps as are reasonable to carry out directions supplied to Brex Treasury by Company.

You understand and acknowledge that Brex Treasury offers its brokerage Services through the Brex website and/or mobile application, and that by opening a Brex Business Account, Company is agreeing to receive and transmit financial information through such electronic means.

You acknowledge and agree that none of the funds in your Brex Treasury account available to you through your Brex Business Account may be subject to the Employee Retirement Income Security Act of 1974 (ERISA). Additional restrictions may apply to the use of your Brex Treasury account available to you through your Brex Business Account if Company or any beneficial owner or controlling officer of Company is a publicly traded company or foreign or domestic broker-dealer, or is an officer, director, or 10% shareholder of a publicly traded company.

5. Security Interest and Control Agreement

You acknowledge and agree that your Brex Treasury account available to you through your Brex Business Account will be treated as a “securities account” (within the meaning of Section 8-501(a) of the UCC) in respect of which Brex Treasury’s bank partners are “securities intermediaries” (within the meaning of Section 8-102(a)(14) of the UCC) and as to which Brex Treasury has “control” (within the meaning of Section 8-106 of the UCC), or to the extent that your Brex Treasury account available to you through your Brex Business Account is recharacterized as a deposit account, it will be a “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC) in respect of which Brex Treasury’s bank partners are the banks at which such deposit account is maintained and as to which the Brex Treasury has “control” (within the meaning of Section 9-104 of the UCC).

As security for the repayment of present or future indebtedness owed to us, you grant us a continuing security interest in, and lien on, and a right of setoff with respect to, the securities, cash, or other property that are, now or in the future, carried or held in or through your Brex Treasury account available to you through our Brex Business Account, or are otherwise in the possession or control of Brex Treasury (“Collateral”). If you owe money to us as a result of activity in your Brex Business Account, and there is Collateral available in your Treasury or Vault accounts in your Brex Business Account that may fully or partially satisfy your obligation to us, you agree that we may elect to, with or without Notice, make your debit balance immediately due and payable. By opening your Brex Business Account, you acknowledge and agree that, to your actual knowledge, there are no security interests in any of the Collateral other than security interests created under these Brex Business Account Terms. You further acknowledge and agree that you may not in the future pledge any security interest in your Treasury or Vaults accounts in your Brex Business Account to any party except Brex or its affiliates without Brex’s explicit written consent.

In addition, you agree that Brex Treasury and its affiliates act as agents for each other in respect of the Collateral and rights associated therewith. You agree that Brex Treasury may act on its affiliates’ orders or instructions as to the Collateral without your further consent, including all notifications directing us to transfer or redeem any Collateral.

You authorize us to take any action necessary to perfect or maintain the perfection of a security interest held by us, to the extent perfection has not already been achieved by Brex Treasury as a result of your agreeing to these Brex Business Account Terms and the securities account control provisions contained herein. You agree to pay any fees and costs associated with the perfection or maintenance of such security interests or the satisfaction of amounts owed. You agree that if you breach or default on any of your obligations to us under these Brex Business Account Terms or any other agreement with us, or if you become subject to any bankruptcy or insolvency, or any similar condition or proceeding, or if our security interest ceases to be a first perfected security interest, or if we in our discretion deem it otherwise necessary or advisable, we may liquidate, sell, pledge, transfer, or otherwise dispose of any Collateral in your Brex Treasury account available through your Brex Business Account or apply amounts on deposit to set off and discharge obligations that you may have to us.

6. Arbitration

This Brex Treasury Account Agreement contains a predispute arbitration clause. By signing an arbitration agreement, you and Brex Treasury agree as follows:

  • You and Brex Treasury are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
  • Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.
  • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
  • The arbitrators do not have to explain the reason for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
  • The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
  • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
  • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, are incorporated into this Brex Treasury Account Agreement.

You and we agree that any claim or Dispute between you and Brex Treasury arising out of or related to this Brex Treasury Account Agreement, any application for a Brex Business Account, your Brex Business Account, your access to or use of any Services provided by Brex Treasury, or the relationship between you and Brex Treasury shall be resolved by binding arbitration.

Any arbitration under this provision shall be conducted before FINRA in accordance with the arbitration rules then in effect at FINRA. Judgment on any arbitration award may be entered in any court of competent jurisdiction. Costs, fees or taxes involved in confirming or enforcing the arbitration award may be fully assessed against and paid by the party resisting the confirmation or enforcement of the award. This arbitration agreement is intended to be interpreted broadly and shall be enforced and interpreted exclusively in accordance with applicable federal law of the United States, including the Federal Arbitration Act (9 U.S.C. §1, et seq.).

​No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (a) the class certification is denied; or (b) the class is decertified; or (c) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate will not constitute a waiver of any rights under these Brex Business Account Terms except to the extent stated herein.

Contact us by email at support@brex.com if you would like more information on or would like to obtain the FINRA arbitration rules.

7. Tax Reporting

The proceeds of sale transactions and dividends paid will be reported to the Internal Revenue Service (IRS) in accordance with applicable law. You certify that the taxpayer information that you have provided or will provide to Brex Treasury and its affiliates is accurate and complete. If you have detailed questions related to Company’s tax strategy, you should consult a tax professional. Brex Treasury does not and will not offer tax advice.

8. SIPC

Brex Treasury is a member of the Securities Investor Protection Corporation (“SIPC”). Customers are protected up to the applicable SIPC limits if Brex Treasury were to go out of business and there were customer securities or funds unaccounted for. Current SIPC limits are $500,000 for securities and cash per customer, of which up to $250,000 may be in cash (free credit balances). Because money market fund balances are considered securities, they do not count against the $250,000 cash limitation of SIPC coverage on free credit balances. However, SIPC does not provide protection against market losses or the failure of a money market fund. You may obtain information about the Securities Investor Protection Corporation (SIPC), including the SIPC brochure, by contacting SIPC at asksipc.org or calling 202-371-8300. SIPC’s website is located at www.sipc.org.

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