Brex Trial Account Terms & Conditions
Revised March 13, 2025
This Brex Trial Account Terms & Conditions (“Terms”) is a binding legal agreement between Company and Brex and governs your use of a Brex trial account (the “Brex Trial Account” or “Trial Account”) and the associated Brex Card (“Trial Card”). In these Terms, “Company” or “you” means you, the company that is using the trial services provided by Brex (“Trial Services”). “Brex” or “we” means Brex Inc. and its past, present, or future affiliates, successors and assigns, unless stated otherwise. Only companies organized and registered in the United States may open a Brex Trial Account. By opening a Brex Trial Account, you expressly agree to these Terms.
References to “Terms” mean this agreement and any terms and agreements incorporated herein by reference, which includes, but is not limited to service-specific terms that are applicable to the Services you use. Capitalized terms not defined in these Terms have the meaning defined in the User Terms.
These Terms may change at any time at Brex’s sole discretion and by using the Trial Account and Trial Card, you agree to these Terms and all applicable laws.
By using the Services, you acknowledge and agree that the Data Processing Addendum and Privacy Policy, which are incorporated herein by reference, govern the collection, use, and disclosure of your personal information.
To help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires that financial institutions obtain, verify, and record Company Data and Personal Data identifying companies. You agree to provide the required information to open and maintain your Trial Account and Trial Card and agree to keep such information current. We may share this information with Service Partners and Third-Party Service Providers for these purposes.
You must specify at least one User to manage your Brex Trial Account when opening a Brex Trial Account. You represent that Users have the requisite power and authority to conduct business and manage your Brex Trial Account. In the event that an individual designated as a User no longer has such requisite power and authority, you must promptly notify us and shall be responsible to designate another User with the requisite power and authority to conduct business and manage Company’s Brex Trial Account. Users may perform, on behalf of the Company, activities with the Trial Account including interacting with Brex, making bona fide business purchases with a Trial Card, or using the Brex dashboard. You agree that Users’ use of the Trial Account and Trial Card are subject to the User Terms.
All Trial Users may use Company’s Brex Trial Account, transact, and use the Trial Services only for valid, lawful, bona fide business purposes on Company’s behalf.
The use of the Trial Account and Trial Card are subject to these Terms in Brex’s sole discretion. Trial Users may only use Trial Cards to make bona fide business purchases on behalf of Brex at merchants that accept payment over the Card Network. Trial Cards may not be used for any transactions outside the United States; for any unlawful purpose; for any personal, family, household, or other use not for Company’s benefit; for cash advances or withdrawals; or for any Prohibited Activities.
Trial Cards are issued by Emigrant Bank, Fifth Third Bank, N.A., or any other bank as identified on your Account page on our website or in relevant program materials provided to you. Issuer is the creditor responsible for funding your Charges.
Brex is responsible for payment in full of all Charges, Fees, and Fines. You will not receive any Periodic Statements or accounts of Charges, Fees, or Fines.
You will keep your Brex Trial Account secure and only provide access to individuals that you have authorized to use the Services on your behalf. You will take all reasonable steps to safeguard the privacy, confidentiality, and security of User Credentials.
We may close or suspend a Trial Card, or refuse to authorize any Charge, in our sole discretion and without notice to you. We may require Company to provide information Brex believes is reasonably necessary to comply with legal or regulatory requirements.
You may close the Trial Card by providing Notice through your Brex Trial Account.
Electronic Communication. You consent to signature and acceptance of Notices electronically and understand that this has the same legal effect as a physical signature. We may send Notices to your Brex Account or to the Cardholder email addresses or phone numbers maintained in your Brex Account. You agree to keep all contact information in your Brex Account current.
Representation/Warranties. You represent, warrant, and covenant that (a) Company is duly organized and is validly existing and in good standing under the laws of its state of organization, is duly qualified to do business or conduct its affairs in each jurisdiction where it does business or conducts its affairs, and has the full power and authority to carry on its business or affairs as presently conducted; (b) you have full power, capacity, and authority to enter into and perform all obligations under this Agreement; (c) entering into and performing all obligations under this Agreement are not inconsistent with any of the Company’s governing documents, and do not and will not contravene any provision of or constitute a default under any contract or other instrument binding Company; (d) all information that you have provided and will provide at any time in the future to us is and will be accurate, and upon request, an appropriate officer of the Company will certify the accuracy of all such information regarding the Company; and (e) at our request you will deliver in a form acceptable to us any legal documents, financial statements, or other information we may reasonably require to verify the representations and warranties contained in this paragraph. You agree to notify us promptly of any significant change in your business or affairs that has or may have a material adverse effect on your ability to perform your obligations hereunder.
Confidentiality. You agree to protect any Confidential Information from Brex and use only for the purpose of as provided under these Terms. You acknowledge and agree that we may disclose Confidential Information and Company Data if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; (iii) respond to claims that Brex has violated the rights of third parties; or (iv) protect the rights, property, or personal safety of Brex, its users and the public.
You acknowledge, understand, and agree that we will collect, process, and share Company Data and Personal Data, including with Service Partners and Third Party Service Providers, for purposes that include providing the Services and complying with our legal and regulatory obligations, as set forth in and governed by our Data Processing Addendum. Any other personal information that Brex collects and processes in connection with the Services will be governed by our Privacy Policy.
THE SERVICES, BREX PROPERTY, AND BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. BREX DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES OF NON-INFRINGEMENT OF THE SERVICES, BREX PROPERTY, AND BETA SERVICES. NOTHING IN THIS AGREEMENT WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY.
WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT IN NO EVENT WILL BREX, ITS AFFILIATES, OR THEIR REPRESENTATIVES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES LOSSES OR DAMAGES, INCLUDING LOST PROFITS, REVENUES, GOODWILL,, BUSINESS INTERRUPTION, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE.
BREX’S AGGREGATE LIABILITY ARISING UNDER THESE TERMS, WHETHER IN CONTRACT OR IN TORT, WILL NOT EXCEED FIFTY ($50) DOLLARS.
You agree to indemnify, defend, and hold harmless Brex, Service Partners, and Third-Party Service Providers (including their respective affiliates, directors, employees, agents, and representatives), from and against all losses, liabilities, claims, demands, or expenses, including reasonable attorney’s fees, arising out of or related to any third party claims alleging or involving: (i) Company’s breach or alleged breach of these Terms or any other agreements with Brex; (ii) acts or omissions of Users or other persons associated with Company that violate a contractual or legal obligation owed to Brex or others; or (iii) Company’s actual or alleged infringement of a third party’s intellectual property rights.
Governing Law. Except as set forth in the Arbitration sections, these Terms shall be governed by the laws of the State of Utah without regard to any conflict of laws provisions. You irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Salt Lake City, Utah in connection with any dispute or the enforcement of any right arising from these Terms.
Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW LEGAL CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, UNLESS YOU OPT OUT AS SET FORTH BELOW. FOR PURPOSES OF THIS PROVISION ONLY, THE TERMS “WE,” “US,” AND “OUR” INCLUDE BREX INC. AND/OR ITS PAST, PRESENT, OR FUTURE AFFILIATES EXCEPT BREX TREASURY, LLC, THEIR RELATED PERSONS OR ENTITIES, AND/OR ANY PREDECESSORS OR SUCCESSORS IN INTEREST. LEGAL CLAIMS INVOLVING BREX. FOR THE AVOIDANCE OF DOUBT, UNLESS YOU OPT OUT OF THIS SECTION PURSUANT TO THE PROCEDURES SET FORTH BELOW, THIS SECTION WILL GOVERN ANY CLAIMS YOU, OR ANY PERSONS OR ENTITIES CLAIMING THROUGH OR CONNECTED WITH YOU (E.G., ANY ENTITY OR PERSON YOU AUTHORIZE TO USE OR ACCESS YOUR BREX ACCOUNT), HAS AGAINST US.
You and We Agree to Arbitrate Disputes Between Us
Either you or we may, at either’s sole election, require that the sole and exclusive forum for resolution of a Dispute be final and binding arbitration pursuant to this Binding Arbitration section, unless you opt out as provided below, in which case you and we may resolve the Dispute through litigation in court. Disputes are subject to arbitration regardless of whether they arise from contract, tort, a constitution, statute, common law, principles of equity, or any other legal theory. Disputes include matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise. Nothing in this section affects the right of a party to seek temporary injunctive or declaratory relief from a court of appropriate jurisdiction in conjunction with a Dispute that is subject to arbitration in order to prevent imminent and irreparable harm.
The scope of this Binding Arbitration section is to be given the broadest possible interpretation that is enforceable. You and we agree that this Agreement is entered into pursuant to a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. §1, et seq., governs the interpretation and enforcement of this Binding Arbitration section.
Opt Out Procedure
If you want to opt out of this Binding Arbitration section, you may do so by delivering a written opt-out notice to Brex Inc., 50 W. Broadway, Ste 333, #15548, Salt Lake City, UT 84101, Attn: Legal Department. The written opt-out notice must be sent to this address within thirty (30) days of the date you accept this Agreement for the first time and you are responsible for maintaining proof that it was sent within this time period (e.g. copy of postmarked mail containing the opt-out notice, copy of receipt from delivery service showing date the delivery service received the opt-out notice for delivery). The opt-out notice must identify the name of your company, state that you are opting out of the Binding Arbitration section of the Agreement, and include the name and signature of someone authorized by you to opt you out of this section. You may send an opt-out notice by mail, delivery service, or courier, as long as it is sent to the address specified above within the specified time. No other methods can be used to opt out of this Binding Arbitration section. Opting out of this section has no effect on any previous, other, or future arbitration or dispute resolution agreements that you may have with us or third parties. If you opt out of this Binding Arbitration section, all other parts of the Agreement will continue to apply.
Arbitration Procedures. In the event you or we elect to resolve a Dispute through final and binding arbitration pursuant to the terms of this section, the Dispute will be resolved by arbitration before a single arbitrator, as provided in this section, unless you and we mutually agree otherwise. All issues will be for the arbitrator to decide, except issues relating to arbitrability, the scope or enforceability of this Binding Arbitration section, or the interpretation or enforceability of the Prohibition of Class and Representative Actions and Non-Individualized Relief provision below shall be for a court of competent jurisdiction to decide.
Arbitration will be administered by JAMS or the American Arbitration Association (“AAA”), at the election of the party initiating arbitration. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, AAA’s Commercial Arbitration Rules (if AAA is chosen as the administrator) or JAMS’s Comprehensive Arbitration Rules & Procedures or Streamlined Arbitration Rules & Procedures depending on the amount in dispute (if JAMS is chosen as the administrator), except to the extent such rules and procedures conflict with this Binding Arbitration section or any countervailing applicable law. You may review JAMS’s rules and procedures by visiting its website at www.jamsadr.com. You may review AAA’s rules and procedures by visiting its website at www.adr.org. In the case of a conflict between the rules and procedures of the administrator and this Binding Arbitration section, this section shall control, subject to countervailing applicable law, unless all parties to the arbitration consent to have the rules and procedures of the administrator apply.
If the value of the relief sought in arbitration is $50,000 or less, you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the discretion of the arbitrator to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise.
Either you or we may commence arbitration by providing a written demand for arbitration to JAMS or AAA and the other party detailing the nature of the Dispute and the relief requested. The arbitrator will apply the substantive law as described in Section 3.4. Each party shall bear the expense of its own attorneys’ fees and its out-of-pocket costs incurred in connection with the arbitration, except the appropriate apportionment of any administrative fees and expenses or arbitrator fees and expenses associated with the arbitration shall be determined by the arbitrator in the arbitration award. The award of the arbitrator shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
The arbitrator shall take steps to reasonably protect Confidential Information. The arbitration proceedings and information related to them will be maintained as confidential, including the nature and details of the Dispute arbitrated, evidence produced, testimony given, and the outcome of the arbitration, unless such information was already in the public domain or was obtained independent from the Dispute. Company and Brex, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceedings, or to enforce the outcome of the same, unless additional disclosure is required by law.
Prohibition of Class and Representative Actions and Non-Individualized Relief
NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS A PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED OR COULD HAVE BEEN ASSERTED IN COURT ON A PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS. YOU AND WE ALSO AGREE NOT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION AGAINST US OR YOU. UNLESS CONSENTED TO IN WRITING BY ALL PARTIES TO THE ARBITRATION: (1) THE CLAIMS OF TWO OR MORE INDIVIDUALS OR PARTIES CANNOT BE CONSOLIDATED OR JOINED IN THE SAME ARBITRATION UNLESS THOSE PERSONS OR PARTIES ARE PARTIES TO A SINGLE TRANSACTION, AND (2) AN AWARD IN ARBITRATION SHALL DETERMINE THE RIGHTS AND OBLIGATIONS OF THE NAMED PARTIES ONLY, AND ONLY WITH RESPECT TO THE CLAIMS IN ARBITRATION, AND SHALL NOT (A) DETERMINE THE RIGHTS, OBLIGATIONS, OR INTERESTS OF ANYONE OTHER THAN A NAMED PARTY, OR RESOLVE ANY CLAIM OF ANYONE OTHER THAN A NAMED PARTY; NOR (B) MAKE AN AWARD FOR THE BENEFIT OF, OR AGAINST, ANYONE OTHER THAN A NAMED PARTY. NO ADMINISTRATOR OR ARBITRATOR SHALL HAVE THE POWER OR AUTHORITY TO WAIVE, MODIFY, OR FAIL TO ENFORCE THIS PROVISION, AND ANY ATTEMPT TO DO SO, WHETHER BY RULE, POLICY, ARBITRATION DECISION OR OTHERWISE, SHALL BE INVALID AND UNENFORCEABLE. ANY CHALLENGE TO THE VALIDITY OF THIS PROVISION SHALL BE DETERMINED EXCLUSIVELY BY A COURT OF COMPETENT JURISDICTION AND NOT BY JAMS, AAA, OR ANY ARBITRATOR.
Severability
If any portion of this Binding Arbitration section, other than the Prohibition of Class and Representative Actions and Non-Individualized Relief is deemed invalid or unenforceable, the remaining portions of this section shall nevertheless remain valid and in force. If a court decides that any of the provisions of the Prohibition of Class and Representative Actions and Non-Individualized Relief is invalid or unenforceable because it would prevent the exercise of a nonwaivable right to pursue public injunctive relief and that decision is not overturned after any rights to appeal are exhausted, then any claim regarding the entitlement to such relief (and only that form of relief) must be severed from arbitration and may be litigated in court. Also, if a court decides that any of the provisions of the Prohibition of Class and Representative Actions and Non-Individualized Relief is invalid or unenforceable for any other reason and that decision is not overturned after any rights to appeal are exhausted, then any claim that may not be arbitrated in accordance with the provisions of the Prohibition of Class and Representative Actions and Non-Individualized Relief that are held to be invalid or unenforceable must be severed from arbitration and may be litigated in court. For the sake of clarity, in no event shall any court decision finding a provision of the Prohibition of Class and Representative Actions and Non-Individualized Relief invalid or unenforceable be deemed to authorize an arbitrator to adjudicate claims or make awards in a manner that is inconsistent with the terms of this Binding Arbitration section.
Future Amendments to this Binding Arbitration Section. Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any amendment to this Binding Arbitration section (other than an amendment to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by this Binding Arbitration section that have arisen or may arise between you and us. We will notify you of amendments to this Binding Arbitration section by posting the amended terms on www.brex.com at least 30 days before the effective date of the amendments and by providing notice through email to one or more designated administrators of your Brex Account. If you do not agree to these amended terms, you may close your Brex Account within the 30-day period and you will not be bound by the amended terms.
Mass Arbitration
If you elect to have your claim addressed as part of a mass arbitration (defined below), you agree to the additional procedures set forth below.
If twenty-five (25) or more claimants submit notices or attempt to file demands raising similar claims, are represented by the same or coordinated counsel (regardless of whether the notices or demands are submitted simultaneously), and the parties cannot resolve the cases during the Informal Resolution Period, all of the cases must be resolved in arbitration through staged sets of proceedings. You agree to this process even though it may delay the arbitration of your case.
If these mass filing procedures apply to your case, the tolling period for your claims will be extended until your case is selected to proceed as part of a staged proceeding, withdrawn, opted out of arbitration (as set forth below), or otherwise resolved.
First Stage: In the first stage, counsel for the parties shall each select twenty-five (25) cases per side (50 cases total) to be filed in arbitration and to proceed individually in accordance with this Arbitration Agreement, with each case assigned to a separate and different arbitrator (unless the parties agree otherwise). In the meantime, any remaining cases shall not be filed or deemed filed in arbitration, nor shall any Arbitration Fees be assessed in connection with those cases unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After the first stage is completed, the parties shall engage in a global, non-binding, and confidential mediation of all remaining cases with a retired federal or state court judge. The parties shall each pay one-half of the mediator's fee.
Second Stage: If the parties are unable to resolve the remaining cases after the mediation, the parties shall repeat the same process except that fifty (50) cases shall be selected per side (100 cases total) to proceed individually in accordance with this Arbitration Agreement, with each case assigned to a separate and different arbitrator (unless the parties agree otherwise). After the second stage is completed, the parties will again engage in a global, non-binding, and confidential mediation of all remaining cases with a retired federal or state court judge, with the shall each pay one-half of the mediator's fee.
If the parties are unable to resolve any remaining cases after a second global mediation session:
Option One: You and Brex may, separately or by agreement, opt out of arbitration and elect to have your case heard in a court of competent jurisdiction consistent with these terms. You may opt out of arbitration by providing an individual, personally signed notice of your intention to opt out of arbitration to Brex via email at notices@brex.com within thirty (30) days after the conclusion of the second global mediation session. Brex may opt your case out of arbitration by sending an individual, signed notice of its intention to opt out of arbitration to your counsel via email no more than thirty (30) days following the expiration of your thirty (30) day opt-out period. Counsel for the parties may agree to adjust these deadlines.
OR
Option Two: If neither you nor Brex elects to have your case heard in court consistent with Option One, then you agree that your case will be resolved through continuing staged proceedings as set forth below. Assuming the number of remaining cases exceeds two hundred (200), then two hundred (200) cases shall be randomly selected (or selected through a process agreed to by counsel for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining cases is fewer than two hundred (200), then all of those cases shall be filed and proceed in individual arbitrations. No more than five (5) cases within any set of two hundred (200) cases may be assigned to the same arbitrator to proceed individually, unless the parties agree otherwise in writing. Any remaining cases shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those cases unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process.
Throughout the staged process above, the arbitrators for the cases are encouraged to resolve the cases within one hundred twenty (120) days of appointment or as swiftly as possible thereafter, consistent with fairness to the parties. If any case selected for a staged set of proceedings is withdrawn prior to the arbitrator's award (and without the consent of the other party), another case shall be selected to proceed individually in arbitration consistent with the process set forth above.
A court of competent jurisdiction will have the authority to enforce this "Mass arbitration" section and, if necessary, to enjoin the filing or prosecution of arbitrations or the assessment or collection of Arbitration Fees. This "Mass arbitration" section is intended to be severable from the rest of this Arbitration Agreement. If a court decides that the staging process set forth in this "Mass arbitration" section is not enforceable (and after exhaustion of all appeals), then all cases may be filed in arbitration, but the payment of Arbitration Fees will be assessed as the arbitrations advance and arbitrators are appointed, rather than when the arbitrations are initiated.
A waiver, modification, or indulgence provided to Company shall be effective only in that instance and does not constitute a general waiver or a waiver, modification, or indulgence for any other instance. Any failure or delay by Brex in enforcing its rights under these Terms does not constitute a waiver of that right or any other right.
You may not transfer or assign (by operation of law or otherwise) these Terms, any of your rights or obligations hereunder, or operation of your Brex Trial Account, without Brex's prior express written consent. Brex may assign, pledge, or otherwise transfer these Terms or any of its rights and powers under these Terms without restriction and without providing Notice to you. Any such assignee or successor will have all rights as though originally named in these Terms instead of Brex.
This Agreement constitutes the entire understanding between you and Brex. No other agreements, representations, or warranties other than those provided in this Agreement are binding unless in writing and signed by Brex.
Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and Brex, or authorize you to act as agent of Brex.