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Platform Agreement

Brex Card Program Terms

Revised May 5, 2020

These Brex Card Program Terms set forth the requirements for your participation in the Brex Card Program and the terms that govern your use of Cards, including the process for obtaining and managing Cards through your Brex Account, and the issuance and use of Cards as governed by Card Terms between you and Issuers. We may update these Brex Card Program Terms at any time by delivering Notice, and your continued use of Cards will constitute acceptance of the updated terms.

These Brex Card Program Terms include an authorization for Brex to automatically debit your Linked Accounts for amounts owed for use of the Services, including Charges, Fees, Fines, and other transactions you make on Cards.

Capitalized terms that are not defined in Section 3 have the definitions provided in the Platform Agreement.

Table of Contents

  1. Payment Cards
  2. Payments
  3. Defined Terms

1. Payment Cards

1.1 Issuer Card Terms

Cards are issued by the Issuer identified on the back of physical Cards issued to you and in relevant program materials provided to you. Issuer is the creditor responsible for funding your Charges. These Brex Card Program Terms and the Card Terms concurrently govern your use of the Cards. You may only use the Cards if you consent to the applicable Card Terms. Issuers may update Card Terms at any time by providing Notice to you through Brex and your continued use of the Cards constitutes your acceptance of such updated Card Terms.

1.2 Linked Accounts

We will use Financial Data from Linked Accounts to verify account balances and account information, identify spending patterns and potential fraud, determine and review spending limits, analyze and report transactions, and provide Services to you. You must maintain at least one Linked Account at all times and agree that Brex may directly debit any Linked Account for payment of amounts owed. You may change or update Linked Accounts through your Brex Account. Use of specific Services or features may also require Brex to access Company Data through Third-Party Services.

1.3 Spending Limits

Company spending limits are set by Brex using Company Data including available funds and spending patterns, unbilled volume, financial projections, the nature and history of Company’s business, and anticipated use of Cards. We may not disclose exact spending limits but may provide guidance identifying whether specific transactions or monthly volumes may exceed any spending limits. Spending limits are dynamic and may be modified at any time with or without Notice to you, including temporarily increases or decreases or reducing spending limits to $0.

Administrators may set User-specific limits or controls through your Brex Account, but the aggregate spending limit for all Users (including Department Cards) may not exceed the total spending limit established for Company.

We may determine, in our sole and absolute discretion, that (a) the total aggregate balance of Linked Accounts is less than the balance minimums required by our underwriting criteria, (b) Company does not satisfy one or more of our other underwriting or credit requirements, or (c) Company poses or may pose an unacceptable risk to Brex, Program Partners, Issuers, or third parties. If we make such a determination, we may immediately and without Notice reduce your spending limits, terminate, or suspend access to your Cards or your Brex Account. If we take any of these actions, we may debit your Linked Accounts for any amounts owed, even if payment is not yet due for such amounts.

For the Brex 1 Card, spending limits are set based on the available balance in Company’s Brex Cash Account and may change on a daily basis. Any authorized Charge, Fee, or Fine on your Brex 1 Card will reduce your spending limit by a corresponding amount, which you understand may be greater than or less than the amount of the final transaction. When you use a Card to initiate a transaction at certain merchants where the amount of the final transaction is unknown at the time of authorization (such as hotels, gas stations, restaurants, and rental car companies), a hold may be placed on funds or securities in your Brex Cash Account for an amount higher or lower than the final Charges.

1.4 Requesting and Replacing Cards

Administrators may request Cards for Users through your Brex Account. Administrators may only request Cards for and provide Cards to individuals who are authorized to use Cards on your behalf. Administrators are prohibited from requesting more than one active physical Card for any individual User other than for Users who are authorized to use one or more Department Cards.

In order to request a Card for any User, Administrators must provide the User’s full legal name, contact information, personal address, and date of birth. Cards may be denied or canceled due to changes in Issuer’s policies, as required by law, or for any other reasons we determine are appropriate under the circumstances. Cards may be issued to Users as physical or virtual cards (a Card issued without an associated physical card). By default, new Users will be issued both a physical and virtual Card and will be able to view transactions and manage their Cards through Company’s Brex Account.

Administrators may request Department Cards for departments within Company. Any employee or contractor authorized to use a Department Card is considered a User hereunder, and all obligations relating to Users will apply with respect to such person. You must limit access to Department Cards to authorized Users.

You are responsible for securing Cards, account numbers, and Card security features (including the CVV and PIN, if any). You will promptly notify us and take appropriate measures to prevent unauthorized transactions when a Card is lost, stolen, breached, or needs to be replaced. In such cases, Administrators may request the issuance of replacement Cards by Issuers through your Brex Account. Replacement Cards may have new account numbers that could require you to update the Card on file for any scheduled or recurring payments. If you do not update the Card for scheduled or recurring payments, the transactions may not be completed. You are solely responsible for updating Cards stored with merchants where account numbers have been changed.

1.5 Using Cards

Users may only use Cards for bona fide business-related Charges and transactions. You are responsible for selecting the individuals in your organization who are authorized to use Cards, and you are responsible for all Card transactions and activities. You agree to establish and maintain controls designed to ensure that the Cards are only used by authorized Users for bona fide Company business purposes and in compliance with the Platform Agreement, these Brex Card Program Terms, the Card Terms, Card Network rules, and applicable law. You are responsible for Charges and transactions made by any person given access to Cards even if they are not the person associated with or named on the Card.

Authorized Administrators of certain Programs may be permitted to withdraw cash using a Card, subject to eligibility requirements, restrictions, and limitations that we determine. PINs will be provided to any authorized Administrators if Company is approved to participate. Users other than authorized Administrators are not permitted to withdraw cash using a Card. Any cash withdrawal is subject to the restrictions and limitations described in the relevant Program materials provided to you.

Brex, Issuers, Card Networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. Brex is not responsible for any losses, damages, or harm caused by any Charges that are denied or reversed.

All Users are subject to the Platform Agreement and all terms, agreements, and policies incorporated by reference, including these Brex Card Program Terms and Card Terms, and must comply with all of the User Terms. Company is responsible for ensuring that Users read, understand and comply with their obligations with respect to use of the Cards and the Services.

1.6 Disputing Charges

You are responsible for reviewing your Periodic Statements promptly and identifying any Charges that you believe are unauthorized or that you dispute.

If you and a merchant have a dispute regarding a Charge identified on your Periodic Statement, such as delivery of incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. If the dispute is not resolved to your satisfaction or if you believe the Charge is unauthorized, you may initiate a Chargeback through your Brex Account.

You understand that the Brex Card Program is subject to Card Network rules regarding chargebacks. The Card Networks have established procedures for resolving Chargebacks that may require you to provide details of the disputed Charge or associated documentation.

Charges relating to disputed Charges and Chargebacks will be collected on the payment date if they are pending resolution as of the date that payment is due for the applicable Periodic Statement. Chargebacks resolved in your favor will be credited to your Brex Account on either the current or a future Periodic Statement. We may impose Fees, reduce your spending limits, or suspend access to your Brex Account or the Services if you fail to pay Charges relating to Chargebacks that are pending resolution on the payment date.

You understand that your Brex Account is commercial in nature and that card-related consumer protection laws, including the Electronic Funds Transfer Act and Regulation E, do not apply to Chargebacks or other Card-related disputes.

1.7 Additional Disclosures for Brex Cash Accounts

When you sign up and are approved for a Brex Cash Account without applying for the Brex 30 Card or the Brex 60 Card, you understand and agree that you will receive the Brex 1 Card to use with your Brex Cash Account. When you sign up for a Brex Cash Account and apply for the Brex 30 Card or the Brex 60 Card, we may offer you the Brex 1 Card to use once you are approved for a Brex Cash Account while your application for the other Card is under review. If you accept this offer, the Brex 1 Card will be your temporary Card, and the terms of the Brex 1 Card will apply while your application for the other Card is under review. If we approve your application for the Brex 30 Card or the Brex 60 Card, the terms of that Card will apply upon approval.

2. Payments

2.1 Periodic Statements

You are responsible for payment in full of all Charges, Fees, and Fines. We will provide you Periodic Statements identifying Charges, Fees, Fines, refunds, any other Card transactions, or other amounts owed or credited to your Brex Account. You must notify us promptly if you believe that there are any errors on your Periodic Statement, and submit any disputes or Chargebacks in accordance with these Brex Card Program Terms and Card Network requirements.

Periodic Statements for the Brex 30 Card are delivered at the end of each calendar month unless otherwise specified in writing by Brex. Periodic Statements for the Brex 60 Card and the Brex 1 Card are issued daily on any day that a transaction occurs. Periodic Statements for any Cards other than the Brex 30 Card, the Brex 60 Card, or the Brex 1 Card will be delivered as described in the materials provided to you.

Brex will automatically debit your Linked Account for all amounts owed at the end of each billing cycle as specified in your Periodic Statement. If the due date falls on a weekend, Brex may debit your Linked Account the Friday before. If an automatic debit fails for any reason, we will attempt to debit your Linked Account again for the amounts owed. You may make additional payments by logging in to your Brex Account. Your Brex Account will reflect the credit for any automatic payment or additional payment after payment is received.

2.2 Failure to Pay; Set Off; Collections

If you fail to pay the full amount owed on time, we may attempt to collect amounts owed from any Linked Account that is currently or was previously linked. We may collect partial payments for unpaid amounts from any Linked Account that is currently or was previously linked, but any partial payment is not a waiver of our rights and will not satisfy your obligation to pay in full.

Any amounts owed may be set off, debited, or collected from amounts in any Brex Account that you hold jointly with a third party or open in the future even if your original Brex Account has been closed. We may exercise this right against Company, its affiliates, or any of their respective successors or assigns, or any assignees for the benefit of your creditors, trustees, or receivers of Company assets. This right will exist even if we do not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action.

Any failure to pay the full amount owed to Brex when required is a breach of the Platform Agreement and these Brex Card Program Terms. You are responsible for all costs or expenses that we or Issuers incur in the process of collecting amounts owed but not timely paid, including legal or collections fees, and you are responsible for paying interest on such amounts at the maximum rate permitted under law.

2.3 Authorization to Debit Linked Accounts; ACH Authorization

THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR CURRENT AND PREVIOUSLY LINKED ACCOUNTS FOR ALL AMOUNTS YOU OWE UNDER THESE BREX CARD PROGRAM TERMS. PLEASE READ IT THOROUGHLY.

Your Authorization to Debit Linked Accounts

You authorize Brex, Issuers, or their respective successors and assigns to collect amounts owed under these Brex Card Program Terms by debiting funds from your current and previously Linked Accounts at financial institutions (including banks and credit unions). If we use the Automated Clearinghouse (ACH) network, the debits will be governed by the rules established by the National Automated Clearinghouse Association (NACHA) for business-related ACH debits. You also authorize Brex to debit your Linked Accounts for verification purposes (through microdeposits or similar means).

Manner and Timing of Payment

We will debit Linked Accounts for all amounts owed to us in connection with our provision of Services. If we cannot collect these amounts via ACH or another method, you agree to immediately pay all amounts owed as directed.

We may debit Linked Accounts separately for the payment of Fees that you incur. You also authorize Brex, Issuers, or their respective successors or assigns to debit Linked Accounts immediately, on any date, and without additional Notice where we determine, in our sole and absolute discretion, that (a) the total aggregate balance of Linked Accounts is less than the balance minimums required by our underwriting criteria, (b) Company does not satisfy one or more of our other underwriting or credit requirements, or (c) Company poses or may pose an unacceptable risk to Brex, Program Partners, Issuers, or third parties.

In the event that we make an error in processing an electronic debit, you authorize us to correct the error by initiating an electronic credit or debit to the Linked Account in the amount of such error on or after the date such error occurs.

Brex 1 Card Authorization

For the Brex 1 Card Program, you agree to designate your Brex Cash Account as a Linked Account under the Platform Agreement and these Brex Card Program Terms, and you authorize Brex Inc., Issuers, or their respective successors and assigns to instruct Brex Treasury to debit your Brex Cash Account for all amounts reflected on your Periodic Statement. The Periodic Statement for your Brex 1 Card is issued daily. Amounts may be debited through ACH or through another method designated by Brex Inc. or its successors or assigns in consultation with Brex Treasury, including by means of a transfer to another Brex Cash account.

Withdrawing Your Authorization

To withdraw the debit authorization from a Linked Account (including your Brex Cash Account), you must provide us 30 days’ notice and pay all amounts owed under your Brex Account immediately, including Charges, Fees, Fines, and other amounts that may be included in future Periodic Statements. If you have a Brex 1 Card, please note that revoking the authorization of your Brex Cash Account as your Linked Account may reduce your Brex 1 Card spending limit or mean that you can no longer spend on your Brex 1 Card.

Withdrawal of a debit authorization does not terminate the Platform Agreement or your obligation to pay all amounts owed under these Brex Card Program Terms or the Card Terms. Company will be responsible for all costs of collections and damages if amounts owed are not paid in full by Company.

2.4 Fees

We will disclose Fees to you when you are approved for a Card or through our website. We may update, add, or change Fees upon 30 days’ Notice. Fees we assess may include periodic fees, fees for Card issuance or replacement, fees applicable to certain transactions, foreign transaction fees, usage fees, service fees, cash advance fees, fees for late payments, fees for failed payments or returned payments, and fees for misuse of the Services. You are responsible for paying all Fees in addition to all Charges and Fines.

3. Defined Terms

Brex 1 Card means a credit card with a spending limit based on your available Brex Cash Account balance, with payments withdrawn automatically from your Brex Cash Account the following business day after the transaction clears.

Brex 30 Card means a credit card with a 30-day Statement Period, with monthly payments withdrawn automatically from your Linked Account or Brex Cash Account, if applicable.

Brex 60 Card means a credit card with a one-day Statement Period and net-60 terms, with payments withdrawn automatically from your Linked Account or Brex Cash Account, if applicable, 60 days after a Charge clears.

Brex Card Program means the program through which Issuers issue Cards and extend credit to you, and for which Brex provides Services.

Card means a physical or virtual payment card issued by an Issuer and managed through your Brex Account.

Card Networks means the payment card networks including Visa or Mastercard.

Card Terms means the agreement between Company and the applicable Issuer for use of Cards identified on our website.

Charge means a payment for goods or services made to a merchant that accepts payments on the applicable Card Network.

Chargeback means a dispute that you initiate against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized.

Department Card means a Card issued in the name of a Company department to be used by one or more authorized Users in that department.

Issuer means the bank identified on your physical Cards that is a member of the Card Network indicated on your Cards and is responsible for issuing the Cards to you.

Periodic Statement means the periodic statements that reflect activity for all Cards issued to Company identifying Charges, Fees, Fines, refunds, or other amounts owed or credited to your Brex Account during each billing cycle.

Open an account
Platform Agreement

Brex Card Program Terms

Revised May 5, 2020

These Brex Card Program Terms set forth the requirements for your participation in the Brex Card Program and the terms that govern your use of Cards, including the process for obtaining and managing Cards through your Brex Account, and the issuance and use of Cards as governed by Card Terms between you and Issuers. We may update these Brex Card Program Terms at any time by delivering Notice, and your continued use of Cards will constitute acceptance of the updated terms.

These Brex Card Program Terms include an authorization for Brex to automatically debit your Linked Accounts for amounts owed for use of the Services, including Charges, Fees, Fines, and other transactions you make on Cards.

Capitalized terms that are not defined in Section 3 have the definitions provided in the Platform Agreement.

Table of Contents

  1. Payment Cards
  2. Payments
  3. Defined Terms

1. Payment Cards

1.1 Issuer Card Terms

Cards are issued by the Issuer identified on the back of physical Cards issued to you and in relevant program materials provided to you. Issuer is the creditor responsible for funding your Charges. These Brex Card Program Terms and the Card Terms concurrently govern your use of the Cards. You may only use the Cards if you consent to the applicable Card Terms. Issuers may update Card Terms at any time by providing Notice to you through Brex and your continued use of the Cards constitutes your acceptance of such updated Card Terms.

1.2 Linked Accounts

We will use Financial Data from Linked Accounts to verify account balances and account information, identify spending patterns and potential fraud, determine and review spending limits, analyze and report transactions, and provide Services to you. You must maintain at least one Linked Account at all times and agree that Brex may directly debit any Linked Account for payment of amounts owed. You may change or update Linked Accounts through your Brex Account. Use of specific Services or features may also require Brex to access Company Data through Third-Party Services.

1.3 Spending Limits

Company spending limits are set by Brex using Company Data including available funds and spending patterns, unbilled volume, financial projections, the nature and history of Company’s business, and anticipated use of Cards. We may not disclose exact spending limits but may provide guidance identifying whether specific transactions or monthly volumes may exceed any spending limits. Spending limits are dynamic and may be modified at any time with or without Notice to you, including temporarily increases or decreases or reducing spending limits to $0.

Administrators may set User-specific limits or controls through your Brex Account, but the aggregate spending limit for all Users (including Department Cards) may not exceed the total spending limit established for Company.

We may determine, in our sole and absolute discretion, that (a) the total aggregate balance of Linked Accounts is less than the balance minimums required by our underwriting criteria, (b) Company does not satisfy one or more of our other underwriting or credit requirements, or (c) Company poses or may pose an unacceptable risk to Brex, Program Partners, Issuers, or third parties. If we make such a determination, we may immediately and without Notice reduce your spending limits, terminate, or suspend access to your Cards or your Brex Account. If we take any of these actions, we may debit your Linked Accounts for any amounts owed, even if payment is not yet due for such amounts.

For the Brex 1 Card, spending limits are set based on the available balance in Company’s Brex Cash Account and may change on a daily basis. Any authorized Charge, Fee, or Fine on your Brex 1 Card will reduce your spending limit by a corresponding amount, which you understand may be greater than or less than the amount of the final transaction. When you use a Card to initiate a transaction at certain merchants where the amount of the final transaction is unknown at the time of authorization (such as hotels, gas stations, restaurants, and rental car companies), a hold may be placed on funds or securities in your Brex Cash Account for an amount higher or lower than the final Charges.

1.4 Requesting and Replacing Cards

Administrators may request Cards for Users through your Brex Account. Administrators may only request Cards for and provide Cards to individuals who are authorized to use Cards on your behalf. Administrators are prohibited from requesting more than one active physical Card for any individual User other than for Users who are authorized to use one or more Department Cards.

In order to request a Card for any User, Administrators must provide the User’s full legal name, contact information, personal address, and date of birth. Cards may be denied or canceled due to changes in Issuer’s policies, as required by law, or for any other reasons we determine are appropriate under the circumstances. Cards may be issued to Users as physical or virtual cards (a Card issued without an associated physical card). By default, new Users will be issued both a physical and virtual Card and will be able to view transactions and manage their Cards through Company’s Brex Account.

Administrators may request Department Cards for departments within Company. Any employee or contractor authorized to use a Department Card is considered a User hereunder, and all obligations relating to Users will apply with respect to such person. You must limit access to Department Cards to authorized Users.

You are responsible for securing Cards, account numbers, and Card security features (including the CVV and PIN, if any). You will promptly notify us and take appropriate measures to prevent unauthorized transactions when a Card is lost, stolen, breached, or needs to be replaced. In such cases, Administrators may request the issuance of replacement Cards by Issuers through your Brex Account. Replacement Cards may have new account numbers that could require you to update the Card on file for any scheduled or recurring payments. If you do not update the Card for scheduled or recurring payments, the transactions may not be completed. You are solely responsible for updating Cards stored with merchants where account numbers have been changed.

1.5 Using Cards

Users may only use Cards for bona fide business-related Charges and transactions. You are responsible for selecting the individuals in your organization who are authorized to use Cards, and you are responsible for all Card transactions and activities. You agree to establish and maintain controls designed to ensure that the Cards are only used by authorized Users for bona fide Company business purposes and in compliance with the Platform Agreement, these Brex Card Program Terms, the Card Terms, Card Network rules, and applicable law. You are responsible for Charges and transactions made by any person given access to Cards even if they are not the person associated with or named on the Card.

Authorized Administrators of certain Programs may be permitted to withdraw cash using a Card, subject to eligibility requirements, restrictions, and limitations that we determine. PINs will be provided to any authorized Administrators if Company is approved to participate. Users other than authorized Administrators are not permitted to withdraw cash using a Card. Any cash withdrawal is subject to the restrictions and limitations described in the relevant Program materials provided to you.

Brex, Issuers, Card Networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. Brex is not responsible for any losses, damages, or harm caused by any Charges that are denied or reversed.

All Users are subject to the Platform Agreement and all terms, agreements, and policies incorporated by reference, including these Brex Card Program Terms and Card Terms, and must comply with all of the User Terms. Company is responsible for ensuring that Users read, understand and comply with their obligations with respect to use of the Cards and the Services.

1.6 Disputing Charges

You are responsible for reviewing your Periodic Statements promptly and identifying any Charges that you believe are unauthorized or that you dispute.

If you and a merchant have a dispute regarding a Charge identified on your Periodic Statement, such as delivery of incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. If the dispute is not resolved to your satisfaction or if you believe the Charge is unauthorized, you may initiate a Chargeback through your Brex Account.

You understand that the Brex Card Program is subject to Card Network rules regarding chargebacks. The Card Networks have established procedures for resolving Chargebacks that may require you to provide details of the disputed Charge or associated documentation.

Charges relating to disputed Charges and Chargebacks will be collected on the payment date if they are pending resolution as of the date that payment is due for the applicable Periodic Statement. Chargebacks resolved in your favor will be credited to your Brex Account on either the current or a future Periodic Statement. We may impose Fees, reduce your spending limits, or suspend access to your Brex Account or the Services if you fail to pay Charges relating to Chargebacks that are pending resolution on the payment date.

You understand that your Brex Account is commercial in nature and that card-related consumer protection laws, including the Electronic Funds Transfer Act and Regulation E, do not apply to Chargebacks or other Card-related disputes.

1.7 Additional Disclosures for Brex Cash Accounts

When you sign up and are approved for a Brex Cash Account without applying for the Brex 30 Card or the Brex 60 Card, you understand and agree that you will receive the Brex 1 Card to use with your Brex Cash Account. When you sign up for a Brex Cash Account and apply for the Brex 30 Card or the Brex 60 Card, we may offer you the Brex 1 Card to use once you are approved for a Brex Cash Account while your application for the other Card is under review. If you accept this offer, the Brex 1 Card will be your temporary Card, and the terms of the Brex 1 Card will apply while your application for the other Card is under review. If we approve your application for the Brex 30 Card or the Brex 60 Card, the terms of that Card will apply upon approval.

2. Payments

2.1 Periodic Statements

You are responsible for payment in full of all Charges, Fees, and Fines. We will provide you Periodic Statements identifying Charges, Fees, Fines, refunds, any other Card transactions, or other amounts owed or credited to your Brex Account. You must notify us promptly if you believe that there are any errors on your Periodic Statement, and submit any disputes or Chargebacks in accordance with these Brex Card Program Terms and Card Network requirements.

Periodic Statements for the Brex 30 Card are delivered at the end of each calendar month unless otherwise specified in writing by Brex. Periodic Statements for the Brex 60 Card and the Brex 1 Card are issued daily on any day that a transaction occurs. Periodic Statements for any Cards other than the Brex 30 Card, the Brex 60 Card, or the Brex 1 Card will be delivered as described in the materials provided to you.

Brex will automatically debit your Linked Account for all amounts owed at the end of each billing cycle as specified in your Periodic Statement. If the due date falls on a weekend, Brex may debit your Linked Account the Friday before. If an automatic debit fails for any reason, we will attempt to debit your Linked Account again for the amounts owed. You may make additional payments by logging in to your Brex Account. Your Brex Account will reflect the credit for any automatic payment or additional payment after payment is received.

2.2 Failure to Pay; Set Off; Collections

If you fail to pay the full amount owed on time, we may attempt to collect amounts owed from any Linked Account that is currently or was previously linked. We may collect partial payments for unpaid amounts from any Linked Account that is currently or was previously linked, but any partial payment is not a waiver of our rights and will not satisfy your obligation to pay in full.

Any amounts owed may be set off, debited, or collected from amounts in any Brex Account that you hold jointly with a third party or open in the future even if your original Brex Account has been closed. We may exercise this right against Company, its affiliates, or any of their respective successors or assigns, or any assignees for the benefit of your creditors, trustees, or receivers of Company assets. This right will exist even if we do not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action.

Any failure to pay the full amount owed to Brex when required is a breach of the Platform Agreement and these Brex Card Program Terms. You are responsible for all costs or expenses that we or Issuers incur in the process of collecting amounts owed but not timely paid, including legal or collections fees, and you are responsible for paying interest on such amounts at the maximum rate permitted under law.

2.3 Authorization to Debit Linked Accounts; ACH Authorization

THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR CURRENT AND PREVIOUSLY LINKED ACCOUNTS FOR ALL AMOUNTS YOU OWE UNDER THESE BREX CARD PROGRAM TERMS. PLEASE READ IT THOROUGHLY.

Your Authorization to Debit Linked Accounts

You authorize Brex, Issuers, or their respective successors and assigns to collect amounts owed under these Brex Card Program Terms by debiting funds from your current and previously Linked Accounts at financial institutions (including banks and credit unions). If we use the Automated Clearinghouse (ACH) network, the debits will be governed by the rules established by the National Automated Clearinghouse Association (NACHA) for business-related ACH debits. You also authorize Brex to debit your Linked Accounts for verification purposes (through microdeposits or similar means).

Manner and Timing of Payment

We will debit Linked Accounts for all amounts owed to us in connection with our provision of Services. If we cannot collect these amounts via ACH or another method, you agree to immediately pay all amounts owed as directed.

We may debit Linked Accounts separately for the payment of Fees that you incur. You also authorize Brex, Issuers, or their respective successors or assigns to debit Linked Accounts immediately, on any date, and without additional Notice where we determine, in our sole and absolute discretion, that (a) the total aggregate balance of Linked Accounts is less than the balance minimums required by our underwriting criteria, (b) Company does not satisfy one or more of our other underwriting or credit requirements, or (c) Company poses or may pose an unacceptable risk to Brex, Program Partners, Issuers, or third parties.

In the event that we make an error in processing an electronic debit, you authorize us to correct the error by initiating an electronic credit or debit to the Linked Account in the amount of such error on or after the date such error occurs.

Brex 1 Card Authorization

For the Brex 1 Card Program, you agree to designate your Brex Cash Account as a Linked Account under the Platform Agreement and these Brex Card Program Terms, and you authorize Brex Inc., Issuers, or their respective successors and assigns to instruct Brex Treasury to debit your Brex Cash Account for all amounts reflected on your Periodic Statement. The Periodic Statement for your Brex 1 Card is issued daily. Amounts may be debited through ACH or through another method designated by Brex Inc. or its successors or assigns in consultation with Brex Treasury, including by means of a transfer to another Brex Cash account.

Withdrawing Your Authorization

To withdraw the debit authorization from a Linked Account (including your Brex Cash Account), you must provide us 30 days’ notice and pay all amounts owed under your Brex Account immediately, including Charges, Fees, Fines, and other amounts that may be included in future Periodic Statements. If you have a Brex 1 Card, please note that revoking the authorization of your Brex Cash Account as your Linked Account may reduce your Brex 1 Card spending limit or mean that you can no longer spend on your Brex 1 Card.

Withdrawal of a debit authorization does not terminate the Platform Agreement or your obligation to pay all amounts owed under these Brex Card Program Terms or the Card Terms. Company will be responsible for all costs of collections and damages if amounts owed are not paid in full by Company.

2.4 Fees

We will disclose Fees to you when you are approved for a Card or through our website. We may update, add, or change Fees upon 30 days’ Notice. Fees we assess may include periodic fees, fees for Card issuance or replacement, fees applicable to certain transactions, foreign transaction fees, usage fees, service fees, cash advance fees, fees for late payments, fees for failed payments or returned payments, and fees for misuse of the Services. You are responsible for paying all Fees in addition to all Charges and Fines.

3. Defined Terms

Brex 1 Card means a credit card with a spending limit based on your available Brex Cash Account balance, with payments withdrawn automatically from your Brex Cash Account the following business day after the transaction clears.

Brex 30 Card means a credit card with a 30-day Statement Period, with monthly payments withdrawn automatically from your Linked Account or Brex Cash Account, if applicable.

Brex 60 Card means a credit card with a one-day Statement Period and net-60 terms, with payments withdrawn automatically from your Linked Account or Brex Cash Account, if applicable, 60 days after a Charge clears.

Brex Card Program means the program through which Issuers issue Cards and extend credit to you, and for which Brex provides Services.

Card means a physical or virtual payment card issued by an Issuer and managed through your Brex Account.

Card Networks means the payment card networks including Visa or Mastercard.

Card Terms means the agreement between Company and the applicable Issuer for use of Cards identified on our website.

Charge means a payment for goods or services made to a merchant that accepts payments on the applicable Card Network.

Chargeback means a dispute that you initiate against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized.

Department Card means a Card issued in the name of a Company department to be used by one or more authorized Users in that department.

Issuer means the bank identified on your physical Cards that is a member of the Card Network indicated on your Cards and is responsible for issuing the Cards to you.

Periodic Statement means the periodic statements that reflect activity for all Cards issued to Company identifying Charges, Fees, Fines, refunds, or other amounts owed or credited to your Brex Account during each billing cycle.

Brex Card Program Terms

Revised May 5, 2020

These Brex Card Program Terms set forth the requirements for your participation in the Brex Card Program and the terms that govern your use of Cards, including the process for obtaining and managing Cards through your Brex Account, and the issuance and use of Cards as governed by Card Terms between you and Issuers. We may update these Brex Card Program Terms at any time by delivering Notice, and your continued use of Cards will constitute acceptance of the updated terms.

These Brex Card Program Terms include an authorization for Brex to automatically debit your Linked Accounts for amounts owed for use of the Services, including Charges, Fees, Fines, and other transactions you make on Cards.

Capitalized terms that are not defined in Section 3 have the definitions provided in the Platform Agreement.

Table of Contents

  1. Payment Cards
  2. Payments
  3. Defined Terms

1. Payment Cards

1.1 Issuer Card Terms

Cards are issued by the Issuer identified on the back of physical Cards issued to you and in relevant program materials provided to you. Issuer is the creditor responsible for funding your Charges. These Brex Card Program Terms and the Card Terms concurrently govern your use of the Cards. You may only use the Cards if you consent to the applicable Card Terms. Issuers may update Card Terms at any time by providing Notice to you through Brex and your continued use of the Cards constitutes your acceptance of such updated Card Terms.

1.2 Linked Accounts

We will use Financial Data from Linked Accounts to verify account balances and account information, identify spending patterns and potential fraud, determine and review spending limits, analyze and report transactions, and provide Services to you. You must maintain at least one Linked Account at all times and agree that Brex may directly debit any Linked Account for payment of amounts owed. You may change or update Linked Accounts through your Brex Account. Use of specific Services or features may also require Brex to access Company Data through Third-Party Services.

1.3 Spending Limits

Company spending limits are set by Brex using Company Data including available funds and spending patterns, unbilled volume, financial projections, the nature and history of Company’s business, and anticipated use of Cards. We may not disclose exact spending limits but may provide guidance identifying whether specific transactions or monthly volumes may exceed any spending limits. Spending limits are dynamic and may be modified at any time with or without Notice to you, including temporarily increases or decreases or reducing spending limits to $0.

Administrators may set User-specific limits or controls through your Brex Account, but the aggregate spending limit for all Users (including Department Cards) may not exceed the total spending limit established for Company.

We may determine, in our sole and absolute discretion, that (a) the total aggregate balance of Linked Accounts is less than the balance minimums required by our underwriting criteria, (b) Company does not satisfy one or more of our other underwriting or credit requirements, or (c) Company poses or may pose an unacceptable risk to Brex, Program Partners, Issuers, or third parties. If we make such a determination, we may immediately and without Notice reduce your spending limits, terminate, or suspend access to your Cards or your Brex Account. If we take any of these actions, we may debit your Linked Accounts for any amounts owed, even if payment is not yet due for such amounts.

For the Brex 1 Card, spending limits are set based on the available balance in Company’s Brex Cash Account and may change on a daily basis. Any authorized Charge, Fee, or Fine on your Brex 1 Card will reduce your spending limit by a corresponding amount, which you understand may be greater than or less than the amount of the final transaction. When you use a Card to initiate a transaction at certain merchants where the amount of the final transaction is unknown at the time of authorization (such as hotels, gas stations, restaurants, and rental car companies), a hold may be placed on funds or securities in your Brex Cash Account for an amount higher or lower than the final Charges.

1.4 Requesting and Replacing Cards

Administrators may request Cards for Users through your Brex Account. Administrators may only request Cards for and provide Cards to individuals who are authorized to use Cards on your behalf. Administrators are prohibited from requesting more than one active physical Card for any individual User other than for Users who are authorized to use one or more Department Cards.

In order to request a Card for any User, Administrators must provide the User’s full legal name, contact information, personal address, and date of birth. Cards may be denied or canceled due to changes in Issuer’s policies, as required by law, or for any other reasons we determine are appropriate under the circumstances. Cards may be issued to Users as physical or virtual cards (a Card issued without an associated physical card). By default, new Users will be issued both a physical and virtual Card and will be able to view transactions and manage their Cards through Company’s Brex Account.

Administrators may request Department Cards for departments within Company. Any employee or contractor authorized to use a Department Card is considered a User hereunder, and all obligations relating to Users will apply with respect to such person. You must limit access to Department Cards to authorized Users.

You are responsible for securing Cards, account numbers, and Card security features (including the CVV and PIN, if any). You will promptly notify us and take appropriate measures to prevent unauthorized transactions when a Card is lost, stolen, breached, or needs to be replaced. In such cases, Administrators may request the issuance of replacement Cards by Issuers through your Brex Account. Replacement Cards may have new account numbers that could require you to update the Card on file for any scheduled or recurring payments. If you do not update the Card for scheduled or recurring payments, the transactions may not be completed. You are solely responsible for updating Cards stored with merchants where account numbers have been changed.

1.5 Using Cards

Users may only use Cards for bona fide business-related Charges and transactions. You are responsible for selecting the individuals in your organization who are authorized to use Cards, and you are responsible for all Card transactions and activities. You agree to establish and maintain controls designed to ensure that the Cards are only used by authorized Users for bona fide Company business purposes and in compliance with the Platform Agreement, these Brex Card Program Terms, the Card Terms, Card Network rules, and applicable law. You are responsible for Charges and transactions made by any person given access to Cards even if they are not the person associated with or named on the Card.

Authorized Administrators of certain Programs may be permitted to withdraw cash using a Card, subject to eligibility requirements, restrictions, and limitations that we determine. PINs will be provided to any authorized Administrators if Company is approved to participate. Users other than authorized Administrators are not permitted to withdraw cash using a Card. Any cash withdrawal is subject to the restrictions and limitations described in the relevant Program materials provided to you.

Brex, Issuers, Card Networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. Brex is not responsible for any losses, damages, or harm caused by any Charges that are denied or reversed.

All Users are subject to the Platform Agreement and all terms, agreements, and policies incorporated by reference, including these Brex Card Program Terms and Card Terms, and must comply with all of the User Terms. Company is responsible for ensuring that Users read, understand and comply with their obligations with respect to use of the Cards and the Services.

1.6 Disputing Charges

You are responsible for reviewing your Periodic Statements promptly and identifying any Charges that you believe are unauthorized or that you dispute.

If you and a merchant have a dispute regarding a Charge identified on your Periodic Statement, such as delivery of incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. If the dispute is not resolved to your satisfaction or if you believe the Charge is unauthorized, you may initiate a Chargeback through your Brex Account.

You understand that the Brex Card Program is subject to Card Network rules regarding chargebacks. The Card Networks have established procedures for resolving Chargebacks that may require you to provide details of the disputed Charge or associated documentation.

Charges relating to disputed Charges and Chargebacks will be collected on the payment date if they are pending resolution as of the date that payment is due for the applicable Periodic Statement. Chargebacks resolved in your favor will be credited to your Brex Account on either the current or a future Periodic Statement. We may impose Fees, reduce your spending limits, or suspend access to your Brex Account or the Services if you fail to pay Charges relating to Chargebacks that are pending resolution on the payment date.

You understand that your Brex Account is commercial in nature and that card-related consumer protection laws, including the Electronic Funds Transfer Act and Regulation E, do not apply to Chargebacks or other Card-related disputes.

1.7 Additional Disclosures for Brex Cash Accounts

When you sign up and are approved for a Brex Cash Account without applying for the Brex 30 Card or the Brex 60 Card, you understand and agree that you will receive the Brex 1 Card to use with your Brex Cash Account. When you sign up for a Brex Cash Account and apply for the Brex 30 Card or the Brex 60 Card, we may offer you the Brex 1 Card to use once you are approved for a Brex Cash Account while your application for the other Card is under review. If you accept this offer, the Brex 1 Card will be your temporary Card, and the terms of the Brex 1 Card will apply while your application for the other Card is under review. If we approve your application for the Brex 30 Card or the Brex 60 Card, the terms of that Card will apply upon approval.

2. Payments

2.1 Periodic Statements

You are responsible for payment in full of all Charges, Fees, and Fines. We will provide you Periodic Statements identifying Charges, Fees, Fines, refunds, any other Card transactions, or other amounts owed or credited to your Brex Account. You must notify us promptly if you believe that there are any errors on your Periodic Statement, and submit any disputes or Chargebacks in accordance with these Brex Card Program Terms and Card Network requirements.

Periodic Statements for the Brex 30 Card are delivered at the end of each calendar month unless otherwise specified in writing by Brex. Periodic Statements for the Brex 60 Card and the Brex 1 Card are issued daily on any day that a transaction occurs. Periodic Statements for any Cards other than the Brex 30 Card, the Brex 60 Card, or the Brex 1 Card will be delivered as described in the materials provided to you.

Brex will automatically debit your Linked Account for all amounts owed at the end of each billing cycle as specified in your Periodic Statement. If the due date falls on a weekend, Brex may debit your Linked Account the Friday before. If an automatic debit fails for any reason, we will attempt to debit your Linked Account again for the amounts owed. You may make additional payments by logging in to your Brex Account. Your Brex Account will reflect the credit for any automatic payment or additional payment after payment is received.

2.2 Failure to Pay; Set Off; Collections

If you fail to pay the full amount owed on time, we may attempt to collect amounts owed from any Linked Account that is currently or was previously linked. We may collect partial payments for unpaid amounts from any Linked Account that is currently or was previously linked, but any partial payment is not a waiver of our rights and will not satisfy your obligation to pay in full.

Any amounts owed may be set off, debited, or collected from amounts in any Brex Account that you hold jointly with a third party or open in the future even if your original Brex Account has been closed. We may exercise this right against Company, its affiliates, or any of their respective successors or assigns, or any assignees for the benefit of your creditors, trustees, or receivers of Company assets. This right will exist even if we do not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action.

Any failure to pay the full amount owed to Brex when required is a breach of the Platform Agreement and these Brex Card Program Terms. You are responsible for all costs or expenses that we or Issuers incur in the process of collecting amounts owed but not timely paid, including legal or collections fees, and you are responsible for paying interest on such amounts at the maximum rate permitted under law.

2.3 Authorization to Debit Linked Accounts; ACH Authorization

THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR CURRENT AND PREVIOUSLY LINKED ACCOUNTS FOR ALL AMOUNTS YOU OWE UNDER THESE BREX CARD PROGRAM TERMS. PLEASE READ IT THOROUGHLY.

Your Authorization to Debit Linked Accounts

You authorize Brex, Issuers, or their respective successors and assigns to collect amounts owed under these Brex Card Program Terms by debiting funds from your current and previously Linked Accounts at financial institutions (including banks and credit unions). If we use the Automated Clearinghouse (ACH) network, the debits will be governed by the rules established by the National Automated Clearinghouse Association (NACHA) for business-related ACH debits. You also authorize Brex to debit your Linked Accounts for verification purposes (through microdeposits or similar means).

Manner and Timing of Payment

We will debit Linked Accounts for all amounts owed to us in connection with our provision of Services. If we cannot collect these amounts via ACH or another method, you agree to immediately pay all amounts owed as directed.

We may debit Linked Accounts separately for the payment of Fees that you incur. You also authorize Brex, Issuers, or their respective successors or assigns to debit Linked Accounts immediately, on any date, and without additional Notice where we determine, in our sole and absolute discretion, that (a) the total aggregate balance of Linked Accounts is less than the balance minimums required by our underwriting criteria, (b) Company does not satisfy one or more of our other underwriting or credit requirements, or (c) Company poses or may pose an unacceptable risk to Brex, Program Partners, Issuers, or third parties.

In the event that we make an error in processing an electronic debit, you authorize us to correct the error by initiating an electronic credit or debit to the Linked Account in the amount of such error on or after the date such error occurs.

Brex 1 Card Authorization

For the Brex 1 Card Program, you agree to designate your Brex Cash Account as a Linked Account under the Platform Agreement and these Brex Card Program Terms, and you authorize Brex Inc., Issuers, or their respective successors and assigns to instruct Brex Treasury to debit your Brex Cash Account for all amounts reflected on your Periodic Statement. The Periodic Statement for your Brex 1 Card is issued daily. Amounts may be debited through ACH or through another method designated by Brex Inc. or its successors or assigns in consultation with Brex Treasury, including by means of a transfer to another Brex Cash account.

Withdrawing Your Authorization

To withdraw the debit authorization from a Linked Account (including your Brex Cash Account), you must provide us 30 days’ notice and pay all amounts owed under your Brex Account immediately, including Charges, Fees, Fines, and other amounts that may be included in future Periodic Statements. If you have a Brex 1 Card, please note that revoking the authorization of your Brex Cash Account as your Linked Account may reduce your Brex 1 Card spending limit or mean that you can no longer spend on your Brex 1 Card.

Withdrawal of a debit authorization does not terminate the Platform Agreement or your obligation to pay all amounts owed under these Brex Card Program Terms or the Card Terms. Company will be responsible for all costs of collections and damages if amounts owed are not paid in full by Company.

2.4 Fees

We will disclose Fees to you when you are approved for a Card or through our website. We may update, add, or change Fees upon 30 days’ Notice. Fees we assess may include periodic fees, fees for Card issuance or replacement, fees applicable to certain transactions, foreign transaction fees, usage fees, service fees, cash advance fees, fees for late payments, fees for failed payments or returned payments, and fees for misuse of the Services. You are responsible for paying all Fees in addition to all Charges and Fines.

3. Defined Terms

Brex 1 Card means a credit card with a spending limit based on your available Brex Cash Account balance, with payments withdrawn automatically from your Brex Cash Account the following business day after the transaction clears.

Brex 30 Card means a credit card with a 30-day Statement Period, with monthly payments withdrawn automatically from your Linked Account or Brex Cash Account, if applicable.

Brex 60 Card means a credit card with a one-day Statement Period and net-60 terms, with payments withdrawn automatically from your Linked Account or Brex Cash Account, if applicable, 60 days after a Charge clears.

Brex Card Program means the program through which Issuers issue Cards and extend credit to you, and for which Brex provides Services.

Card means a physical or virtual payment card issued by an Issuer and managed through your Brex Account.

Card Networks means the payment card networks including Visa or Mastercard.

Card Terms means the agreement between Company and the applicable Issuer for use of Cards identified on our website.

Charge means a payment for goods or services made to a merchant that accepts payments on the applicable Card Network.

Chargeback means a dispute that you initiate against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized.

Department Card means a Card issued in the name of a Company department to be used by one or more authorized Users in that department.

Issuer means the bank identified on your physical Cards that is a member of the Card Network indicated on your Cards and is responsible for issuing the Cards to you.

Periodic Statement means the periodic statements that reflect activity for all Cards issued to Company identifying Charges, Fees, Fines, refunds, or other amounts owed or credited to your Brex Account during each billing cycle.