Fifth Third Bank Card Agreement | Brex
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Platform Agreement

Fifth Third Bank Card Agreement

Revised April 4, 2022

This Fifth Third Bank Card Agreement (“Card Agreement”) establishes the terms and conditions between the company seeking a Company Account (“Company” or “you”) and Fifth Third Bank, N.A. (“we” or “us”). Capitalized terms used in this Card Agreement have the meaning provided in Section 4.

​​PLEASE READ THIS CARD AGREEMENT CAREFULLY BECAUSE IF YOU USE OR ACTIVATE ANY CARDS YOU’RE INDICATING THAT YOU ACCEPT THE TERMS OF THIS CARD AGREEMENT.

1. Managing and Using Cards

1.1 Applying for, Receiving, and Activating Cards

You must complete an application and be approved for or have opened a Brex Account, and maintain it in good standing, to request or be issued Cards. Administrators may request Cards for Cardholders through your Brex Account. You are solely responsible for any actions Administrators take on your behalf and only persons Authorized by Company are permitted to initiate Charges on issued Cards. Cards must be activated prior to use. Activation instructions are provided to Cardholders with delivery of physical Cards or through your Brex Account for virtual Cards.

You authorize us to investigate the Company, Cardholders, and principals when opening or reviewing the Company Account. The Company Account may be subject to annual or more frequent review, and we may reinvestigate and reevaluate the Company Account at any time and require additional information (including additional financial information) or otherwise verify your current credit standing. You will promptly provide us all information we request. We may exchange information with Brex, business credit reporting agencies, or other financial service providers the Company may use when evaluating the Company Account.

We may, in our sole discretion, refuse to issue any requested Card. We also have the right to cancel, revoke, or suspend any Card at any time without notice. We will issue renewal and replacement Cards to each Cardholder until you tell us to stop, or until we cancel, revoke, or suspend any Card, or until this Agreement is terminated. Every Card issued under the Company Account remains our property, and you agree to destroy any Card and to discontinue its use upon our request.

To help the government fight the funding of terrorism and money laundering activities, US Federal law requires that we and other financial institutions obtain, verify, and record information identifying companies and their beneficial owners. You agree to provide the required information when opening your Brex Account and further agree to keep such information current. This information may be shared with us for these purposes.

1.2 Using Cards

Cardholders may only use Cards to make bona fide business purchases on behalf of Company at merchants that accept payment over the Card Network.

We will determine a Company Credit Limit and may adjust this Company Credit Limit at any point. While we may not disclose the Company Credit Limit to you, Charges will reduce the Company Credit Limit and Charges in excess of the Credit Limit may be denied. Temporary grants to increase either the Company Credit Limit or on specific Cards, where permitted, may not affect future limits.  We may increase or decrease the Company Credit Limit at any time at our sole discretion and without prior notice to you or the Cardholder.  We may require you to pay any Balance that exceeds the Company Credit Limit immediately.

Prior to final determination by a merchant of the amount owed pursuant to a Charge, we may place a hold on a Card and reduce your Credit Limit     by the amount of the temporary hold until the merchant or Card Network releases the hold. For example, a hotel may authorize a $250 Charge for incidentals upon an employee’s arrival but will not submit a Charge to the Card Network until the employee’s departure once the actual costs of incidentals are known; and in such case, we may place a hold on the account and reduce your Credit Limit by $250.

1.3 Limitations on Use

Cards may not be used for any unlawful purpose, for any personal, family, household, or other use not for Company’s benefit, or for any activities on the Brex Prohibited Activity List or otherwise prohibited by Brex.

We may decline to authorize or reverse Charges or suspend Cards for any reason including violation of this section, suspected fraud, or reevaluation of creditworthiness of Company. We are not responsible for losses you incur from declined or reversed Charges.

1.4 Receipts, Reporting Errors, and Disputing Charges

You will contact Brex as described in the Platform Agreement if you believe a Charge was made in error or was unauthorized, or if you believe your periodic statement contains any errors. You must report any Disputed Charge or error no more than 60 days after the Disputed Charge is posted to your Company Account. We will not process any Disputed Charges reported more than 60 days after the Disputed Charge or error posted to your Company Account. Notices for Disputed Charges must specify the Company, Cardholder, details about the Transaction, and an explanation of your belief that the Disputed Charge was made in error or was unauthorized. The information you submit will be reviewed in a commercially reasonable manner.

By accepting this Card Agreement, you assign and transfer to us or our agents any rights and claims, excluding tort claims, that you may have against a merchant for any Disputed Charge fully or partially credited to the Company Account.

1.5 Security and Responsibility for Unauthorized Charges

You and Cardholders are responsible for securing Cards, account numbers and Card security features (including the CVV and PIN). Company is responsible for Charges, fees and penalties resulting from Cardholders’ failure to exercise reasonable care in safeguarding Cards from loss or theft, or failure to promptly report loss or theft, and for all other Transactions on Cards issued to Company or Cardholders.

1.6 Suspending or Closing your Account

We may close or suspend a Company Account or any Card, or refuse to authorize any Charge, in our sole discretion and without notice to you. We may condition the reactivation of suspended Cards or the Company Account upon payment of the Balance or the deposit of a reserve amount as determined by us in our sole discretion; or may require Company to provide information we believe is reasonably necessary to comply with legal or regulatory requirements.

You may request to close the Company Account by providing Notice through your Brex Account. You must pay the Balance and all other amounts owed under this Card Agreement and the Brex Platform Agreement, as applicable, prior to closure of the Company Account by you or us.

2. Fees, Payment, and Penalties

2.1 Fees and Penalties

Associated fees and penalties are disclosed to you by Brex before you open the Company Account and may be adjusted from time to time as detailed in the Platform Agreement.  Fees and penalties may include periodic fees, foreign transaction fees, penalties for misuse, penalties for late or failed payments, and other fees disclosed by Brex.  All fees or penalties owed are in addition to amounts owed for Charges on the Company Account.

2.2 Foreign Transactions

We will convert Charges you make in a currency other than in United States Dollars (USD) into USD. The relevant Card Network will select exchange rates from a range of available exchange rates available on the date the Charges are cleared over the Card Network; therefore, the exchange rate of the Charge may vary from the exchange rate at the time of the Transaction.

2.3 Promise to Pay; Entire Balance Due

You promise to pay the Balance as and when payment is due in accordance with the terms of this Card Agreement and the Brex Platform Agreement. This includes all Charges made by Cardholders, by persons authorized to act on your or a Cardholder’s behalf or given access Cards by Cardholders. You shall pay     all of the Balance, no matter how it is incurred, for what it is incurred (even if incurred for a purpose not permitted under this Agreement), or who has incurred it. You further promise to pay all fees or penalties incurred through use of Cards for such Charges.  You will pay all amounts owed in USD.

All Charges, fees, and penalties incurred on the Company Account will be reflected in your periodic statement and made available to you through your Brex Account.  You will pay all amounts in the Periodic Statement as directed through your Brex Account or as otherwise directed by us.

We can declare the Balance immediately due and payable on demand where you: (a) fail to pay the full amount owed on your Company Account when it becomes due; (b) breach this Card Agreement; (c) provide any false or misleading information or fail to maintain information as current while this Card Agreement is in effect; (d) you are in default under any other agreement with us or Brex; (e) you do or we believe you may cease to exist, take any action to dissolve or wind up your affairs, engage in voluntary or involuntary bankruptcy filings or such case is filed by or against you, or a receiver or trustee for the benefit of creditors is appointed for you, or you or we close the Company Account.

2.4 Default

The Company Account may be in default where you breach this Card Agreement, do not pay amounts owed when due, or file for dissolution or bankruptcy; or where you open or maintain the Company Account using inaccurate or false information.

If we determine that the Company Account is in default, the Company Credit Limit may be reduced, Charges may not be authorized, new Cards may not be issued, and we may deem all amounts immediately due even before the end of statement period.

2.5 Failure to Pay and Collections

You will pay all reasonable costs, including legal fees, we may incur while collecting amounts owed by Company under this Card Agreement. For the purposes of collections of amounts owed, Brex is a third-party beneficiary authorized to pursue collections of all amounts you may owe under this Card Agreement. You agree to pay all costs and disbursements, including reasonable attorney fees, incurred by us to collect the Balance or to enforce your obligations under this Agreement.

2.6 Security Interest and Setoff

To secure the Balance, you hereby grant us a security interest in and a right of setoff against all amounts and property of yours now or hereafter in possession of or on deposit with us, whether held in general or special account or deposit or for safekeeping or otherwise. The forgoing is subject to any limitations imposed by applicable federal or state law and in addition to other remedies available to us. Every such security interest and right of setoff may be exercised without demand upon or notice to you. No security interest or right of setoff will be deemed to have been waived by any act or conduct on our part, or any failure to enforce such security interest or to exercise such right of setoff, or by any delay in doing so. Every security interest and right of setoff will continue in full force and effect until such security interest or right of setoff is specifically waived or released by an instrument in writing executed by us. If you have other loans from us, or if you take out other loans with us in the future, collateral securing those loans will also secure your obligations under this Agreement, unless we otherwise agree in writing.

3. Additional Terms

3.1 Notices and Communications

You consent to accept Notices electronically and understand this has the same legal effect as a physical signature. We or Brex may send Notices to your Brex Account or to the Cardholder email addresses or phone numbers maintained in your Brex Account, as detailed in the Platform Agreement. You agree to keep all contact information in your Brex Account current.

You understand that acceptance of electronic Notices is required under this Card Agreement and that you may only withdraw this consent by closing the Company Account.

3.2 Disclaimer of Warranties

We disclaim all warranties expressed or implied in connection with the Card service, and any such warranties are hereby expressly excluded.  We do not warrant that the Card service shall be error free or that the use of the Card Service shall be uninterrupted.  YOU WAIVE ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

3.3 Limitations of our Liability

We are not liable to Company for consequential, indirect, special, punitive, putative, or exemplary damages, lost profits, or lost revenues; whether or not we were advised of the possibility of such damages, and regardless of the legal theory on which the claim for damages is based. YOU AGREE TO THE MAXIMUM EXTENT PERMITTED BY LAW THAT: IN NO EVENT WILL WE BE LIABLE UNDER ANY THEORY AT LAW OR IN EQUITY FOR ANY DAMAGES THAT YOU OR ANY OTHER PERSON MAY INCUR OR SUFFER IN CONNECTION WITH THE CARD SERVICE OR THIS CARD AGREEMENT THAT ARE NOT DIRECT, ACTUAL DAMAGES RESULTING FROM OUR BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PROVIDING THE CARD SERVICE; AND, WE WILL NOT IN ANY EVENT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR SPECULATIVE LOSSES OR DAMAGES (INCLUDING LOST PROFITS, GOOD WILL AND OPPORTUNITIES) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES AND REGARDLESS OF THE TYPE OF CLAIM. We shall not in any event be liable for (a) any loss, damage or injury caused by any act or omission of any third party, whether or not such third party was chosen by us, (b) any charges imposed by any third party, or (c) any loss, damage or injury caused by any failure of the hardware or software used by a third party to provide the Card Service to you. In addition, we shall not be responsible for, or incur any liability to you for any failure or delay in carrying out any of our obligations under this Agreement, if such failure or delay was caused by any third party.

3.4 Representations, Warranties, and Covenants

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 Card Agreement; (c) entering into and performing all obligations under this Card 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.

3.5 Governing Law, Severability

This Card Agreement is entered into between you and us in the State of Ohio, and your Account and this Card Agreement, and any claim, dispute or controversy arising from or relating to your Account or this Card Agreement, regardless of the place where you live, is governed by, and construed in accordance with, the laws of the State of Ohio, without regard to Ohio’s conflict of laws principles, and applicable federal laws and regulations. The legality, enforceability and interpretation of this Agreement and the amounts contracted for under this Card Agreement also are governed by Ohio law and applicable provisions of federal law, and all amounts granted under this Agreement are extended from the State of Ohio.

If any part of the Card Agreement is unenforceable, this will not make any other part unenforceable.

3.6 Jurisdiction, Waiver of Jury Trial

You waive any objection to jurisdiction or venue on grounds that you are not residents of the county or state where our offices are located. You authorize us to bring any action to enforce your obligations under this Agreement in any state court having jurisdiction or in the United States District Court for any District where our offices are located. You agree that we may select the court in our sole discretion. You and we hereby knowingly and voluntarily waive, to the fullest extent permitted by law, any right to trial by jury of any dispute, whether in contract, tort, or otherwise, arising out of, in connection with, related to, or incidental to this Card Agreement or the Account.

3.7 Changes to this Card Agreement

We can change any of the terms of this Card Agreement at any time by providing Notice at least 7 days prior to the effective date of the changes; provided, however, that we may only make changes to fees 30 days prior to the effective date of the changes. If you use your Card after the effective date of the change, you will be considered to have agreed to the new terms. Changes which we make can apply to any outstanding Balance and to any future Transactions on the Company Account.

3.8 No Waiver of Fifth Third Bank Rights

Any waiver, modification, or indulgence provided to Company, of any kind or at any time, only applies to the specific instance involved. It is not a general waiver or a waiver, modification, or indulgence under this Card Agreement for any other or future acts, events, or conditions. Any delay by us in enforcing its rights does not forfeit our rights under this Card Agreement.

3.9 Assignment

We may transfer, sell, or assign the Company Account, this Card Agreement, or any other rights or obligations under this Card Agreement without providing you Notice. You may not transfer, sell, or assign the Company Account, Cards, or this Card Agreement or any obligations under this Card Agreement to another person or entity.

3.10 Entire Agreement

This Card Agreement constitutes the entire understanding between you and us for issuance of Cards. No other agreements, representations, or warranties other than those provided in this Card Agreement are binding unless in writing and signed by us.

4. Definitions

The capitalized words in this Card Agreement are defined as follows:

Administrator means the person specified by the Company to manage Cards issued to the Company and is authorized to act on the Company’s behalf.

Balance means all amounts charged to the Company Account at any time, including Charges, fees, attorneys’ fees or collection costs, and any other fees or Charges that we are permitted to add to the Company Account by this Card Agreement or otherwise.

Brex means Brex Inc.;

Brex Platform Agreement means the agreement executed between you and Brex for the use of Brex Services; Brex Services means expense and corporate card management, reporting, and other services provided by Brex; Brex Account means your account with Brex for use of the Brex Services.

Card means a physical or virtual corporate payment card with a unique sixteen (16) digit number issued to a Cardholder under the Company Account.

Card Agreement means this Fifth Third Bank Bank Card Agreement as modified.

Cardholder means the employee or other person to whom Cards are issued and is authorized to transact on Company’s behalf.

Card Network means the payments card network operated by Mastercard.

Charge means the payment for a Transaction using a Card over the Card Network.

Company and you means the company holding a Brex Account that has or is applying to have Cards issued to Cardholders.

Company Account means the account and records, including the Company Credit Limit, maintained by Issuer for Company including all its Cardholders.

Company Credit Limit means the spending limit that is established for all Cards issued to the Company.

Disputed Charge means a Charge that you report as erroneous or unauthorized.

Notices means any notices and communications under this Card Agreement whether sent physically or electronically.

Transaction means the agreement between the Company or Cardholder and a merchant for the exchange of goods or services.

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Platform Agreement

Fifth Third Bank Card Agreement

Revised April 4, 2022

This Fifth Third Bank Card Agreement (“Card Agreement”) establishes the terms and conditions between the company seeking a Company Account (“Company” or “you”) and Fifth Third Bank, N.A. (“we” or “us”). Capitalized terms used in this Card Agreement have the meaning provided in Section 4.

​​PLEASE READ THIS CARD AGREEMENT CAREFULLY BECAUSE IF YOU USE OR ACTIVATE ANY CARDS YOU’RE INDICATING THAT YOU ACCEPT THE TERMS OF THIS CARD AGREEMENT.

1. Managing and Using Cards

1.1 Applying for, Receiving, and Activating Cards

You must complete an application and be approved for or have opened a Brex Account, and maintain it in good standing, to request or be issued Cards. Administrators may request Cards for Cardholders through your Brex Account. You are solely responsible for any actions Administrators take on your behalf and only persons Authorized by Company are permitted to initiate Charges on issued Cards. Cards must be activated prior to use. Activation instructions are provided to Cardholders with delivery of physical Cards or through your Brex Account for virtual Cards.

You authorize us to investigate the Company, Cardholders, and principals when opening or reviewing the Company Account. The Company Account may be subject to annual or more frequent review, and we may reinvestigate and reevaluate the Company Account at any time and require additional information (including additional financial information) or otherwise verify your current credit standing. You will promptly provide us all information we request. We may exchange information with Brex, business credit reporting agencies, or other financial service providers the Company may use when evaluating the Company Account.

We may, in our sole discretion, refuse to issue any requested Card. We also have the right to cancel, revoke, or suspend any Card at any time without notice. We will issue renewal and replacement Cards to each Cardholder until you tell us to stop, or until we cancel, revoke, or suspend any Card, or until this Agreement is terminated. Every Card issued under the Company Account remains our property, and you agree to destroy any Card and to discontinue its use upon our request.

To help the government fight the funding of terrorism and money laundering activities, US Federal law requires that we and other financial institutions obtain, verify, and record information identifying companies and their beneficial owners. You agree to provide the required information when opening your Brex Account and further agree to keep such information current. This information may be shared with us for these purposes.

1.2 Using Cards

Cardholders may only use Cards to make bona fide business purchases on behalf of Company at merchants that accept payment over the Card Network.

We will determine a Company Credit Limit and may adjust this Company Credit Limit at any point. While we may not disclose the Company Credit Limit to you, Charges will reduce the Company Credit Limit and Charges in excess of the Credit Limit may be denied. Temporary grants to increase either the Company Credit Limit or on specific Cards, where permitted, may not affect future limits.  We may increase or decrease the Company Credit Limit at any time at our sole discretion and without prior notice to you or the Cardholder.  We may require you to pay any Balance that exceeds the Company Credit Limit immediately.

Prior to final determination by a merchant of the amount owed pursuant to a Charge, we may place a hold on a Card and reduce your Credit Limit     by the amount of the temporary hold until the merchant or Card Network releases the hold. For example, a hotel may authorize a $250 Charge for incidentals upon an employee’s arrival but will not submit a Charge to the Card Network until the employee’s departure once the actual costs of incidentals are known; and in such case, we may place a hold on the account and reduce your Credit Limit by $250.

1.3 Limitations on Use

Cards may not be used for any unlawful purpose, for any personal, family, household, or other use not for Company’s benefit, or for any activities on the Brex Prohibited Activity List or otherwise prohibited by Brex.

We may decline to authorize or reverse Charges or suspend Cards for any reason including violation of this section, suspected fraud, or reevaluation of creditworthiness of Company. We are not responsible for losses you incur from declined or reversed Charges.

1.4 Receipts, Reporting Errors, and Disputing Charges

You will contact Brex as described in the Platform Agreement if you believe a Charge was made in error or was unauthorized, or if you believe your periodic statement contains any errors. You must report any Disputed Charge or error no more than 60 days after the Disputed Charge is posted to your Company Account. We will not process any Disputed Charges reported more than 60 days after the Disputed Charge or error posted to your Company Account. Notices for Disputed Charges must specify the Company, Cardholder, details about the Transaction, and an explanation of your belief that the Disputed Charge was made in error or was unauthorized. The information you submit will be reviewed in a commercially reasonable manner.

By accepting this Card Agreement, you assign and transfer to us or our agents any rights and claims, excluding tort claims, that you may have against a merchant for any Disputed Charge fully or partially credited to the Company Account.

1.5 Security and Responsibility for Unauthorized Charges

You and Cardholders are responsible for securing Cards, account numbers and Card security features (including the CVV and PIN). Company is responsible for Charges, fees and penalties resulting from Cardholders’ failure to exercise reasonable care in safeguarding Cards from loss or theft, or failure to promptly report loss or theft, and for all other Transactions on Cards issued to Company or Cardholders.

1.6 Suspending or Closing your Account

We may close or suspend a Company Account or any Card, or refuse to authorize any Charge, in our sole discretion and without notice to you. We may condition the reactivation of suspended Cards or the Company Account upon payment of the Balance or the deposit of a reserve amount as determined by us in our sole discretion; or may require Company to provide information we believe is reasonably necessary to comply with legal or regulatory requirements.

You may request to close the Company Account by providing Notice through your Brex Account. You must pay the Balance and all other amounts owed under this Card Agreement and the Brex Platform Agreement, as applicable, prior to closure of the Company Account by you or us.

2. Fees, Payment, and Penalties

2.1 Fees and Penalties

Associated fees and penalties are disclosed to you by Brex before you open the Company Account and may be adjusted from time to time as detailed in the Platform Agreement.  Fees and penalties may include periodic fees, foreign transaction fees, penalties for misuse, penalties for late or failed payments, and other fees disclosed by Brex.  All fees or penalties owed are in addition to amounts owed for Charges on the Company Account.

2.2 Foreign Transactions

We will convert Charges you make in a currency other than in United States Dollars (USD) into USD. The relevant Card Network will select exchange rates from a range of available exchange rates available on the date the Charges are cleared over the Card Network; therefore, the exchange rate of the Charge may vary from the exchange rate at the time of the Transaction.

2.3 Promise to Pay; Entire Balance Due

You promise to pay the Balance as and when payment is due in accordance with the terms of this Card Agreement and the Brex Platform Agreement. This includes all Charges made by Cardholders, by persons authorized to act on your or a Cardholder’s behalf or given access Cards by Cardholders. You shall pay     all of the Balance, no matter how it is incurred, for what it is incurred (even if incurred for a purpose not permitted under this Agreement), or who has incurred it. You further promise to pay all fees or penalties incurred through use of Cards for such Charges.  You will pay all amounts owed in USD.

All Charges, fees, and penalties incurred on the Company Account will be reflected in your periodic statement and made available to you through your Brex Account.  You will pay all amounts in the Periodic Statement as directed through your Brex Account or as otherwise directed by us.

We can declare the Balance immediately due and payable on demand where you: (a) fail to pay the full amount owed on your Company Account when it becomes due; (b) breach this Card Agreement; (c) provide any false or misleading information or fail to maintain information as current while this Card Agreement is in effect; (d) you are in default under any other agreement with us or Brex; (e) you do or we believe you may cease to exist, take any action to dissolve or wind up your affairs, engage in voluntary or involuntary bankruptcy filings or such case is filed by or against you, or a receiver or trustee for the benefit of creditors is appointed for you, or you or we close the Company Account.

2.4 Default

The Company Account may be in default where you breach this Card Agreement, do not pay amounts owed when due, or file for dissolution or bankruptcy; or where you open or maintain the Company Account using inaccurate or false information.

If we determine that the Company Account is in default, the Company Credit Limit may be reduced, Charges may not be authorized, new Cards may not be issued, and we may deem all amounts immediately due even before the end of statement period.

2.5 Failure to Pay and Collections

You will pay all reasonable costs, including legal fees, we may incur while collecting amounts owed by Company under this Card Agreement. For the purposes of collections of amounts owed, Brex is a third-party beneficiary authorized to pursue collections of all amounts you may owe under this Card Agreement. You agree to pay all costs and disbursements, including reasonable attorney fees, incurred by us to collect the Balance or to enforce your obligations under this Agreement.

2.6 Security Interest and Setoff

To secure the Balance, you hereby grant us a security interest in and a right of setoff against all amounts and property of yours now or hereafter in possession of or on deposit with us, whether held in general or special account or deposit or for safekeeping or otherwise. The forgoing is subject to any limitations imposed by applicable federal or state law and in addition to other remedies available to us. Every such security interest and right of setoff may be exercised without demand upon or notice to you. No security interest or right of setoff will be deemed to have been waived by any act or conduct on our part, or any failure to enforce such security interest or to exercise such right of setoff, or by any delay in doing so. Every security interest and right of setoff will continue in full force and effect until such security interest or right of setoff is specifically waived or released by an instrument in writing executed by us. If you have other loans from us, or if you take out other loans with us in the future, collateral securing those loans will also secure your obligations under this Agreement, unless we otherwise agree in writing.

3. Additional Terms

3.1 Notices and Communications

You consent to accept Notices electronically and understand this has the same legal effect as a physical signature. We or Brex may send Notices to your Brex Account or to the Cardholder email addresses or phone numbers maintained in your Brex Account, as detailed in the Platform Agreement. You agree to keep all contact information in your Brex Account current.

You understand that acceptance of electronic Notices is required under this Card Agreement and that you may only withdraw this consent by closing the Company Account.

3.2 Disclaimer of Warranties

We disclaim all warranties expressed or implied in connection with the Card service, and any such warranties are hereby expressly excluded.  We do not warrant that the Card service shall be error free or that the use of the Card Service shall be uninterrupted.  YOU WAIVE ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

3.3 Limitations of our Liability

We are not liable to Company for consequential, indirect, special, punitive, putative, or exemplary damages, lost profits, or lost revenues; whether or not we were advised of the possibility of such damages, and regardless of the legal theory on which the claim for damages is based. YOU AGREE TO THE MAXIMUM EXTENT PERMITTED BY LAW THAT: IN NO EVENT WILL WE BE LIABLE UNDER ANY THEORY AT LAW OR IN EQUITY FOR ANY DAMAGES THAT YOU OR ANY OTHER PERSON MAY INCUR OR SUFFER IN CONNECTION WITH THE CARD SERVICE OR THIS CARD AGREEMENT THAT ARE NOT DIRECT, ACTUAL DAMAGES RESULTING FROM OUR BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PROVIDING THE CARD SERVICE; AND, WE WILL NOT IN ANY EVENT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR SPECULATIVE LOSSES OR DAMAGES (INCLUDING LOST PROFITS, GOOD WILL AND OPPORTUNITIES) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES AND REGARDLESS OF THE TYPE OF CLAIM. We shall not in any event be liable for (a) any loss, damage or injury caused by any act or omission of any third party, whether or not such third party was chosen by us, (b) any charges imposed by any third party, or (c) any loss, damage or injury caused by any failure of the hardware or software used by a third party to provide the Card Service to you. In addition, we shall not be responsible for, or incur any liability to you for any failure or delay in carrying out any of our obligations under this Agreement, if such failure or delay was caused by any third party.

3.4 Representations, Warranties, and Covenants

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 Card Agreement; (c) entering into and performing all obligations under this Card 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.

3.5 Governing Law, Severability

This Card Agreement is entered into between you and us in the State of Ohio, and your Account and this Card Agreement, and any claim, dispute or controversy arising from or relating to your Account or this Card Agreement, regardless of the place where you live, is governed by, and construed in accordance with, the laws of the State of Ohio, without regard to Ohio’s conflict of laws principles, and applicable federal laws and regulations. The legality, enforceability and interpretation of this Agreement and the amounts contracted for under this Card Agreement also are governed by Ohio law and applicable provisions of federal law, and all amounts granted under this Agreement are extended from the State of Ohio.

If any part of the Card Agreement is unenforceable, this will not make any other part unenforceable.

3.6 Jurisdiction, Waiver of Jury Trial

You waive any objection to jurisdiction or venue on grounds that you are not residents of the county or state where our offices are located. You authorize us to bring any action to enforce your obligations under this Agreement in any state court having jurisdiction or in the United States District Court for any District where our offices are located. You agree that we may select the court in our sole discretion. You and we hereby knowingly and voluntarily waive, to the fullest extent permitted by law, any right to trial by jury of any dispute, whether in contract, tort, or otherwise, arising out of, in connection with, related to, or incidental to this Card Agreement or the Account.

3.7 Changes to this Card Agreement

We can change any of the terms of this Card Agreement at any time by providing Notice at least 7 days prior to the effective date of the changes; provided, however, that we may only make changes to fees 30 days prior to the effective date of the changes. If you use your Card after the effective date of the change, you will be considered to have agreed to the new terms. Changes which we make can apply to any outstanding Balance and to any future Transactions on the Company Account.

3.8 No Waiver of Fifth Third Bank Rights

Any waiver, modification, or indulgence provided to Company, of any kind or at any time, only applies to the specific instance involved. It is not a general waiver or a waiver, modification, or indulgence under this Card Agreement for any other or future acts, events, or conditions. Any delay by us in enforcing its rights does not forfeit our rights under this Card Agreement.

3.9 Assignment

We may transfer, sell, or assign the Company Account, this Card Agreement, or any other rights or obligations under this Card Agreement without providing you Notice. You may not transfer, sell, or assign the Company Account, Cards, or this Card Agreement or any obligations under this Card Agreement to another person or entity.

3.10 Entire Agreement

This Card Agreement constitutes the entire understanding between you and us for issuance of Cards. No other agreements, representations, or warranties other than those provided in this Card Agreement are binding unless in writing and signed by us.

4. Definitions

The capitalized words in this Card Agreement are defined as follows:

Administrator means the person specified by the Company to manage Cards issued to the Company and is authorized to act on the Company’s behalf.

Balance means all amounts charged to the Company Account at any time, including Charges, fees, attorneys’ fees or collection costs, and any other fees or Charges that we are permitted to add to the Company Account by this Card Agreement or otherwise.

Brex means Brex Inc.;

Brex Platform Agreement means the agreement executed between you and Brex for the use of Brex Services; Brex Services means expense and corporate card management, reporting, and other services provided by Brex; Brex Account means your account with Brex for use of the Brex Services.

Card means a physical or virtual corporate payment card with a unique sixteen (16) digit number issued to a Cardholder under the Company Account.

Card Agreement means this Fifth Third Bank Bank Card Agreement as modified.

Cardholder means the employee or other person to whom Cards are issued and is authorized to transact on Company’s behalf.

Card Network means the payments card network operated by Mastercard.

Charge means the payment for a Transaction using a Card over the Card Network.

Company and you means the company holding a Brex Account that has or is applying to have Cards issued to Cardholders.

Company Account means the account and records, including the Company Credit Limit, maintained by Issuer for Company including all its Cardholders.

Company Credit Limit means the spending limit that is established for all Cards issued to the Company.

Disputed Charge means a Charge that you report as erroneous or unauthorized.

Notices means any notices and communications under this Card Agreement whether sent physically or electronically.

Transaction means the agreement between the Company or Cardholder and a merchant for the exchange of goods or services.

Open an account
Platform Agreement

Fifth Third Bank Card Agreement

Revised April 4, 2022

This Fifth Third Bank Card Agreement (“Card Agreement”) establishes the terms and conditions between the company seeking a Company Account (“Company” or “you”) and Fifth Third Bank, N.A. (“we” or “us”). Capitalized terms used in this Card Agreement have the meaning provided in Section 4.

​​PLEASE READ THIS CARD AGREEMENT CAREFULLY BECAUSE IF YOU USE OR ACTIVATE ANY CARDS YOU’RE INDICATING THAT YOU ACCEPT THE TERMS OF THIS CARD AGREEMENT.

1. Managing and Using Cards

1.1 Applying for, Receiving, and Activating Cards

You must complete an application and be approved for or have opened a Brex Account, and maintain it in good standing, to request or be issued Cards. Administrators may request Cards for Cardholders through your Brex Account. You are solely responsible for any actions Administrators take on your behalf and only persons Authorized by Company are permitted to initiate Charges on issued Cards. Cards must be activated prior to use. Activation instructions are provided to Cardholders with delivery of physical Cards or through your Brex Account for virtual Cards.

You authorize us to investigate the Company, Cardholders, and principals when opening or reviewing the Company Account. The Company Account may be subject to annual or more frequent review, and we may reinvestigate and reevaluate the Company Account at any time and require additional information (including additional financial information) or otherwise verify your current credit standing. You will promptly provide us all information we request. We may exchange information with Brex, business credit reporting agencies, or other financial service providers the Company may use when evaluating the Company Account.

We may, in our sole discretion, refuse to issue any requested Card. We also have the right to cancel, revoke, or suspend any Card at any time without notice. We will issue renewal and replacement Cards to each Cardholder until you tell us to stop, or until we cancel, revoke, or suspend any Card, or until this Agreement is terminated. Every Card issued under the Company Account remains our property, and you agree to destroy any Card and to discontinue its use upon our request.

To help the government fight the funding of terrorism and money laundering activities, US Federal law requires that we and other financial institutions obtain, verify, and record information identifying companies and their beneficial owners. You agree to provide the required information when opening your Brex Account and further agree to keep such information current. This information may be shared with us for these purposes.

1.2 Using Cards

Cardholders may only use Cards to make bona fide business purchases on behalf of Company at merchants that accept payment over the Card Network.

We will determine a Company Credit Limit and may adjust this Company Credit Limit at any point. While we may not disclose the Company Credit Limit to you, Charges will reduce the Company Credit Limit and Charges in excess of the Credit Limit may be denied. Temporary grants to increase either the Company Credit Limit or on specific Cards, where permitted, may not affect future limits.  We may increase or decrease the Company Credit Limit at any time at our sole discretion and without prior notice to you or the Cardholder.  We may require you to pay any Balance that exceeds the Company Credit Limit immediately.

Prior to final determination by a merchant of the amount owed pursuant to a Charge, we may place a hold on a Card and reduce your Credit Limit     by the amount of the temporary hold until the merchant or Card Network releases the hold. For example, a hotel may authorize a $250 Charge for incidentals upon an employee’s arrival but will not submit a Charge to the Card Network until the employee’s departure once the actual costs of incidentals are known; and in such case, we may place a hold on the account and reduce your Credit Limit by $250.

1.3 Limitations on Use

Cards may not be used for any unlawful purpose, for any personal, family, household, or other use not for Company’s benefit, or for any activities on the Brex Prohibited Activity List or otherwise prohibited by Brex.

We may decline to authorize or reverse Charges or suspend Cards for any reason including violation of this section, suspected fraud, or reevaluation of creditworthiness of Company. We are not responsible for losses you incur from declined or reversed Charges.

1.4 Receipts, Reporting Errors, and Disputing Charges

You will contact Brex as described in the Platform Agreement if you believe a Charge was made in error or was unauthorized, or if you believe your periodic statement contains any errors. You must report any Disputed Charge or error no more than 60 days after the Disputed Charge is posted to your Company Account. We will not process any Disputed Charges reported more than 60 days after the Disputed Charge or error posted to your Company Account. Notices for Disputed Charges must specify the Company, Cardholder, details about the Transaction, and an explanation of your belief that the Disputed Charge was made in error or was unauthorized. The information you submit will be reviewed in a commercially reasonable manner.

By accepting this Card Agreement, you assign and transfer to us or our agents any rights and claims, excluding tort claims, that you may have against a merchant for any Disputed Charge fully or partially credited to the Company Account.

1.5 Security and Responsibility for Unauthorized Charges

You and Cardholders are responsible for securing Cards, account numbers and Card security features (including the CVV and PIN). Company is responsible for Charges, fees and penalties resulting from Cardholders’ failure to exercise reasonable care in safeguarding Cards from loss or theft, or failure to promptly report loss or theft, and for all other Transactions on Cards issued to Company or Cardholders.

1.6 Suspending or Closing your Account

We may close or suspend a Company Account or any Card, or refuse to authorize any Charge, in our sole discretion and without notice to you. We may condition the reactivation of suspended Cards or the Company Account upon payment of the Balance or the deposit of a reserve amount as determined by us in our sole discretion; or may require Company to provide information we believe is reasonably necessary to comply with legal or regulatory requirements.

You may request to close the Company Account by providing Notice through your Brex Account. You must pay the Balance and all other amounts owed under this Card Agreement and the Brex Platform Agreement, as applicable, prior to closure of the Company Account by you or us.

2. Fees, Payment, and Penalties

2.1 Fees and Penalties

Associated fees and penalties are disclosed to you by Brex before you open the Company Account and may be adjusted from time to time as detailed in the Platform Agreement.  Fees and penalties may include periodic fees, foreign transaction fees, penalties for misuse, penalties for late or failed payments, and other fees disclosed by Brex.  All fees or penalties owed are in addition to amounts owed for Charges on the Company Account.

2.2 Foreign Transactions

We will convert Charges you make in a currency other than in United States Dollars (USD) into USD. The relevant Card Network will select exchange rates from a range of available exchange rates available on the date the Charges are cleared over the Card Network; therefore, the exchange rate of the Charge may vary from the exchange rate at the time of the Transaction.

2.3 Promise to Pay; Entire Balance Due

You promise to pay the Balance as and when payment is due in accordance with the terms of this Card Agreement and the Brex Platform Agreement. This includes all Charges made by Cardholders, by persons authorized to act on your or a Cardholder’s behalf or given access Cards by Cardholders. You shall pay     all of the Balance, no matter how it is incurred, for what it is incurred (even if incurred for a purpose not permitted under this Agreement), or who has incurred it. You further promise to pay all fees or penalties incurred through use of Cards for such Charges.  You will pay all amounts owed in USD.

All Charges, fees, and penalties incurred on the Company Account will be reflected in your periodic statement and made available to you through your Brex Account.  You will pay all amounts in the Periodic Statement as directed through your Brex Account or as otherwise directed by us.

We can declare the Balance immediately due and payable on demand where you: (a) fail to pay the full amount owed on your Company Account when it becomes due; (b) breach this Card Agreement; (c) provide any false or misleading information or fail to maintain information as current while this Card Agreement is in effect; (d) you are in default under any other agreement with us or Brex; (e) you do or we believe you may cease to exist, take any action to dissolve or wind up your affairs, engage in voluntary or involuntary bankruptcy filings or such case is filed by or against you, or a receiver or trustee for the benefit of creditors is appointed for you, or you or we close the Company Account.

2.4 Default

The Company Account may be in default where you breach this Card Agreement, do not pay amounts owed when due, or file for dissolution or bankruptcy; or where you open or maintain the Company Account using inaccurate or false information.

If we determine that the Company Account is in default, the Company Credit Limit may be reduced, Charges may not be authorized, new Cards may not be issued, and we may deem all amounts immediately due even before the end of statement period.

2.5 Failure to Pay and Collections

You will pay all reasonable costs, including legal fees, we may incur while collecting amounts owed by Company under this Card Agreement. For the purposes of collections of amounts owed, Brex is a third-party beneficiary authorized to pursue collections of all amounts you may owe under this Card Agreement. You agree to pay all costs and disbursements, including reasonable attorney fees, incurred by us to collect the Balance or to enforce your obligations under this Agreement.

2.6 Security Interest and Setoff

To secure the Balance, you hereby grant us a security interest in and a right of setoff against all amounts and property of yours now or hereafter in possession of or on deposit with us, whether held in general or special account or deposit or for safekeeping or otherwise. The forgoing is subject to any limitations imposed by applicable federal or state law and in addition to other remedies available to us. Every such security interest and right of setoff may be exercised without demand upon or notice to you. No security interest or right of setoff will be deemed to have been waived by any act or conduct on our part, or any failure to enforce such security interest or to exercise such right of setoff, or by any delay in doing so. Every security interest and right of setoff will continue in full force and effect until such security interest or right of setoff is specifically waived or released by an instrument in writing executed by us. If you have other loans from us, or if you take out other loans with us in the future, collateral securing those loans will also secure your obligations under this Agreement, unless we otherwise agree in writing.

3. Additional Terms

3.1 Notices and Communications

You consent to accept Notices electronically and understand this has the same legal effect as a physical signature. We or Brex may send Notices to your Brex Account or to the Cardholder email addresses or phone numbers maintained in your Brex Account, as detailed in the Platform Agreement. You agree to keep all contact information in your Brex Account current.

You understand that acceptance of electronic Notices is required under this Card Agreement and that you may only withdraw this consent by closing the Company Account.

3.2 Disclaimer of Warranties

We disclaim all warranties expressed or implied in connection with the Card service, and any such warranties are hereby expressly excluded.  We do not warrant that the Card service shall be error free or that the use of the Card Service shall be uninterrupted.  YOU WAIVE ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

3.3 Limitations of our Liability

We are not liable to Company for consequential, indirect, special, punitive, putative, or exemplary damages, lost profits, or lost revenues; whether or not we were advised of the possibility of such damages, and regardless of the legal theory on which the claim for damages is based. YOU AGREE TO THE MAXIMUM EXTENT PERMITTED BY LAW THAT: IN NO EVENT WILL WE BE LIABLE UNDER ANY THEORY AT LAW OR IN EQUITY FOR ANY DAMAGES THAT YOU OR ANY OTHER PERSON MAY INCUR OR SUFFER IN CONNECTION WITH THE CARD SERVICE OR THIS CARD AGREEMENT THAT ARE NOT DIRECT, ACTUAL DAMAGES RESULTING FROM OUR BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PROVIDING THE CARD SERVICE; AND, WE WILL NOT IN ANY EVENT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR SPECULATIVE LOSSES OR DAMAGES (INCLUDING LOST PROFITS, GOOD WILL AND OPPORTUNITIES) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES AND REGARDLESS OF THE TYPE OF CLAIM. We shall not in any event be liable for (a) any loss, damage or injury caused by any act or omission of any third party, whether or not such third party was chosen by us, (b) any charges imposed by any third party, or (c) any loss, damage or injury caused by any failure of the hardware or software used by a third party to provide the Card Service to you. In addition, we shall not be responsible for, or incur any liability to you for any failure or delay in carrying out any of our obligations under this Agreement, if such failure or delay was caused by any third party.

3.4 Representations, Warranties, and Covenants

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 Card Agreement; (c) entering into and performing all obligations under this Card 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.

3.5 Governing Law, Severability

This Card Agreement is entered into between you and us in the State of Ohio, and your Account and this Card Agreement, and any claim, dispute or controversy arising from or relating to your Account or this Card Agreement, regardless of the place where you live, is governed by, and construed in accordance with, the laws of the State of Ohio, without regard to Ohio’s conflict of laws principles, and applicable federal laws and regulations. The legality, enforceability and interpretation of this Agreement and the amounts contracted for under this Card Agreement also are governed by Ohio law and applicable provisions of federal law, and all amounts granted under this Agreement are extended from the State of Ohio.

If any part of the Card Agreement is unenforceable, this will not make any other part unenforceable.

3.6 Jurisdiction, Waiver of Jury Trial

You waive any objection to jurisdiction or venue on grounds that you are not residents of the county or state where our offices are located. You authorize us to bring any action to enforce your obligations under this Agreement in any state court having jurisdiction or in the United States District Court for any District where our offices are located. You agree that we may select the court in our sole discretion. You and we hereby knowingly and voluntarily waive, to the fullest extent permitted by law, any right to trial by jury of any dispute, whether in contract, tort, or otherwise, arising out of, in connection with, related to, or incidental to this Card Agreement or the Account.

3.7 Changes to this Card Agreement

We can change any of the terms of this Card Agreement at any time by providing Notice at least 7 days prior to the effective date of the changes; provided, however, that we may only make changes to fees 30 days prior to the effective date of the changes. If you use your Card after the effective date of the change, you will be considered to have agreed to the new terms. Changes which we make can apply to any outstanding Balance and to any future Transactions on the Company Account.

3.8 No Waiver of Fifth Third Bank Rights

Any waiver, modification, or indulgence provided to Company, of any kind or at any time, only applies to the specific instance involved. It is not a general waiver or a waiver, modification, or indulgence under this Card Agreement for any other or future acts, events, or conditions. Any delay by us in enforcing its rights does not forfeit our rights under this Card Agreement.

3.9 Assignment

We may transfer, sell, or assign the Company Account, this Card Agreement, or any other rights or obligations under this Card Agreement without providing you Notice. You may not transfer, sell, or assign the Company Account, Cards, or this Card Agreement or any obligations under this Card Agreement to another person or entity.

3.10 Entire Agreement

This Card Agreement constitutes the entire understanding between you and us for issuance of Cards. No other agreements, representations, or warranties other than those provided in this Card Agreement are binding unless in writing and signed by us.

4. Definitions

The capitalized words in this Card Agreement are defined as follows:

Administrator means the person specified by the Company to manage Cards issued to the Company and is authorized to act on the Company’s behalf.

Balance means all amounts charged to the Company Account at any time, including Charges, fees, attorneys’ fees or collection costs, and any other fees or Charges that we are permitted to add to the Company Account by this Card Agreement or otherwise.

Brex means Brex Inc.;

Brex Platform Agreement means the agreement executed between you and Brex for the use of Brex Services; Brex Services means expense and corporate card management, reporting, and other services provided by Brex; Brex Account means your account with Brex for use of the Brex Services.

Card means a physical or virtual corporate payment card with a unique sixteen (16) digit number issued to a Cardholder under the Company Account.

Card Agreement means this Fifth Third Bank Bank Card Agreement as modified.

Cardholder means the employee or other person to whom Cards are issued and is authorized to transact on Company’s behalf.

Card Network means the payments card network operated by Mastercard.

Charge means the payment for a Transaction using a Card over the Card Network.

Company and you means the company holding a Brex Account that has or is applying to have Cards issued to Cardholders.

Company Account means the account and records, including the Company Credit Limit, maintained by Issuer for Company including all its Cardholders.

Company Credit Limit means the spending limit that is established for all Cards issued to the Company.

Disputed Charge means a Charge that you report as erroneous or unauthorized.

Notices means any notices and communications under this Card Agreement whether sent physically or electronically.

Transaction means the agreement between the Company or Cardholder and a merchant for the exchange of goods or services.