Instant Revenue Card Agreement
Revised August 26, 2021
These Brex Instant Revenue Terms ("Terms") supplement the Brex Card Program Terms and set forth the rules for your participation in the beta version of the Instant Revenue Program (“Instant Revenue”), including important information about spending limits, payment due dates, and your obligations under the program. We may update these Terms at any time by delivering Notice (as described in the Platform Agreement), and your continued use of Instant Revenue will constitute acceptance of the updated Terms.
Instant Revenue is a feature on your Brex Card Account that increases the spending limit on your Brex Card based on amounts we identify as being due to you from certain payment platforms. We may offer you or discontinue Instant Revenue in our sole discretion. The Platform Agreement applies to all Instant Revenue transactions. Unless otherwise specified in these Terms, the Brex Card Program Terms apply to all Instant Revenue Charges, and limits, due dates, transactions and other items associated with Instant Revenue work as described in the Card Program Terms. In particular, Instant Revenue Charges are included in your obligation to pay all Charges, Fees, and Fines as defined under the Platform Agreement and those Card Program Terms. Instant Revenue transactions covered by the Instant Revenue Payouts Agreement, as described in Section 3.3, are not Charges and are not governed by the Card Program Terms.
Capitalized terms that are not defined herein have the definitions provided in the Platform Agreement and Brex Card Program Terms.
1. Beta Services
You acknowledge that the Instant Revenue Program is a Beta Service (as defined in the Platform Agreement). You agree to the terms regarding Beta Services outlined in the Platform Agreement, including your obligation to keep confidential all information you obtain about the Instant Revenue Program until it is publicly announced.
2. Setting up Instant Revenue
To participate in Instant Revenue, you must provide us information we request in order to connect your Brex Account to certain payment platforms such as Amazon (“Payment Platforms”) and to receive and monitor data from that Payment Platform for our internal purposes. We may then offer you Instant Revenue if we determine that you are due to receive commercial receivables through a connected Payment Platform (“Receivables”), and depending on a variety of factors such as your creditworthiness and Account status.
Typically, you must maintain your Brex Cash Account as your Payout Account to use Instant Revenue. Your “Payout Account” is the single financial institution account that you have designated as the recipient account for payouts of Receivables from your account at a Payment Platform. We may, however, offer you an “Introductory Period” during which you can use a different Linked Account as your Payout Account. By the end of that Introductory Period, however, you must make your Brex Cash account your Payout Account. We will tell you whether we are offering an Introductory Period and the length of that period, though we may terminate that period early for any reason, with five days’ Notice to you.
After any Introductory Period, you agree to designate your Brex Cash account as your Payout Account and to maintain that designation as long as you participate in Instant Revenue and as long as Instant Revenue Charges are Outstanding, whichever is longer, even if not required by the Brex Card Program Terms.
You must contact us immediately if, at any time while you participate in Instant Revenue, your account with your Payment Platform is or will be suspended or terminated, or if your Payout Account changes.
3. How Instant Revenue Works
3.1 - Your Instant Revenue Spending Limit
As part of the Instant Revenue program, we may, in our sole discretion, increase your spending limit on your Brex Card in an amount based on the amount of Receivables we identify. As a result, your Brex Card spending limit may exceed the available balance in your Brex Cash account or other Linked Account. This additional spending limit (“Instant Revenue Spending Limit”) is subject to these Terms, and, to the extent these Terms conflict with the Brex Card Program Terms as applicable to the Instant Revenue Spending Limit, these Terms control. Charges against the Instant Revenue Spending Limit (“Instant Revenue Charges”) are subject to different repayment terms, as described more fully in these Terms.
Your Instant Revenue Spending limit will be based on our estimate of the Receivables you have generated on Payment Platforms as well as on our review of Company Data and other data available to Brex, including information we obtain from Third-Party Service Providers or the applicable Payment Platform. We will share with you on your Brex Account dashboard certain Payment Platform information we considered in setting that limit, such as the identity of the Payment Platform and portion of your Instant Revenue Spending Limit attributable to estimated Receivables from that Platform.
If you have a Card with Daily Payments, then Charges on your Brex Card generally will be counted first against your Instant Revenue Spending Limit, and then against your standard spending limit once your Instant Revenue Spending Limit is depleted. Otherwise, Charges on your Brex Card generally will be counted against your standard spending limit first, and against your Instant Revenue Spending Limit once that standard spending limit is depleted. Fees and Fines will be counted against your standard spending limit, even if they are related to Instant Revenue Charges.
As with standard spending limits, and as described in the Card Program Terms, Instant Revenue Spending Limits are dynamic and may be modified or reduced to $0 at any time in our sole discretion with or without Notice to you.
The list of Card transactions on your Brex Account dashboard will identify each Instant Revenue Charge and the Payment Platform associated with the Receivables underlying each such charge.
3.2 - Changes in between Preliminary and Final Charges
We may authorize a Instant Revenue Charge to your Brex Card account that differs from the amount actually charged to your Brex Card account (e.g., the amount initially authorized at a restaurant may not include gratuities added later; the amount authorized for a hotel stay may not be enough to cover all charges at check out). If this happens, the final amount of the charge may exceed your Instant Revenue Spending Limit. Also, between the date a Instant Revenue Charge is authorized and the date that the actual amount is charged to your Brex Card account, your Instant Revenue Spending Limit may be reduced and as a result may not be high enough to cover all or part of the authorized amount (e.g., because you received payments from a Payment Platform and your Instant Revenue Spending Limit was reduced by the amount of such payments) because your limit is based on the Receivables generating those payments. If for any reason the final Instant Revenue Charge exceeds your Instant Revenue Spending Limit when the final transaction amount is charged to your Brex Card account, then we may either (1) designate a portion of that Charge as a Instant Revenue Charge and a portion as a standard Charge; (2) temporarily increase your Instant Revenue Spending Limit so the entire Charge is a Instant Revenue Charge.
3.3 - Relation to Instant Revenue Payouts
We may offer to buy a portion of the Receivables and deposit the proceeds directly to your Brex Cash Account, with an applicable Fee. If you choose this option, you agree to sell to us the Receivables corresponding to the payout you accept, as governed by the Instant Revenue Payouts Agreement, and your Instant Revenue Spending Limit will be reduced accordingly.
4. Instant Revenue Payments and Due Dates
You Are Responsible for All Instant Revenue Charges
You owe to us all Instant Revenue Charges, including any associated Fees and Fines, regardless of whether you receive all or any of the Receivables that we used to determine your Instant Revenue Spending Limit. For example, if your Payment Platform cancels or withholds the Receivables or reduces the amount of the Receivables sent to you, or if the sales creating the Receivables are refunded, determined fraudulent, or otherwise invalidated, or if you do not receive expected funds from your Payment Platform for any other reason, you still must pay all Instant Revenue amounts owed to us by the due date. This is the case whether or not you were at fault or had control over these events.
Even if your participation in Instant Revenue is suspended or terminated, or your Brex Card account or Brex Account is closed, suspended, or terminated, you must still repay us all amounts owed in connection with the Instant Revenue Program.
Instant Revenue Charges have a different due date from the standard due date for your Card transactions. Instant Revenue Charge amounts are due the EARLIER of (1) immediately after relevant Receivables are deposited into your Payout Account, even if we estimated a later due date; or (2) 18 days from the date of the transaction as reflected on your Periodic Statement.
The estimated due dates for your Instant Revenue Charge amounts will be reflected on your Brex Account dashboard, although if Receivables are deposited sooner the actual due date may be earlier, as described above. Note that, unlike standard Charge amounts, which are collected at end-of-day, we will typically collect Instant Revenue Charge amounts immediately when Receivables arrive in your Brex Cash or other Linked Account.
Each due date for a Instant Revenue Charge shown on your periodic statement corresponds to the dates we anticipate you will receive a Receivables payouts from your Payment Platforms and are tied to these Receivable payout amounts rather than the individual Instant Revenue Charges. Therefore, a single Instant Revenue Charge may be split among different Receivables, or may be only partially allocated to Instant Revenue Receivables. Also, subsets of a single Instant Revenue Charge may be due on different dates.
Payments and Collections
We will collect the Instant Revenue Charges you owe on the associated due date from your Payout Account using the authorizations and processes described in the Card Program Terms. You may receive a smaller payment from your Payment Platform than we estimated you would for the Receivables corresponding to the Charge. If that happens for any reason, then we may still decide to collect the full Instant Revenue Charge amount on that due date, though we may, in our sole discretion, instead collect just a portion on the due date and wait for further payments from the Payment Platform before collecting additional amounts.
If you discontinue Instant Revenue, if you default under the Platform Agreement, the Card Program Terms, or these Instant Revenue Terms, or if you do not comply with any of the obligations in Section  below (“Your Additional Instant Revenue Obligations”), we may collect amounts owed for Instant Revenue Charges immediately, even if the corresponding Receivables have not been paid by your Payment Platform. We may not provide you Notice before doing this, and the Card Program Terms describe other cases where we may collect amounts owed for Instant Revenue Charges immediately.
5. Your Additional Instant Revenue Obligations
To maintain a Instant Revenue Spending Limit and remain in the Instant Revenue Program, you must at all times meet certain program obligations designed to ensure that the full amount of the Receivables we identify will be timely delivered to your Brex Cash Account (or Linked Account during the Introductory Period). These obligations may include representations, warranties, and covenants.
If we determine that you have failed to maintain any of these obligations, then we may, immediately and without prior Notice, reduce your Spending Limit, discontinue your participation in Instant Revenue, and collect all Instant Revenue Charges from your Brex Cash Account or any Linked Account (including Linked Accounts no longer connected to your Brex Account).
You agree to the following obligations:
- These Terms, the Card Program Terms, and the performance of your obligations hereunder do not violate the terms of any of your agreements with any Payment Platform.
- You have designated your Brex Cash Account (or another Linked Account during the Introductory Period), and no other account, as your Payout Account, and will maintain this designation for as long as there are any unpaid Instant Revenue Charges still owed to Brex or as long as Company participates in the Instant Revenue Program, whichever lasts longer.
- Before agreeing to any Instant Revenue Charges, you have taken all necessary steps to ensure the immediate transfer of the Receivables from your account with the Payment Platform to your Brex Cash Account (or another Linked Account during the Introductory Period), and you will not take any subsequent action to modify, suspend, or terminate such transfer.
- The amount of each Receivable associated with your Instant Revenue Charges is due and owing to you and represents an accurate statement of a bona fide sale, delivery, and acceptance of goods or services by you to or for your customer. The goods or services provided for each such Receivable do not violate any applicable law, regulation, or contractual covenant or any requirements or prohibitions of the Payment Platform.
- You will not default on an obligation to any Payment Platform, and your agreement with any Payment Platform relevant to Instant Revenue will not be terminated or materially impaired.
6. Discontinuing Instant Revenue
You can discontinue your participation in Instant Revenue at any time by toggling the option on your Brex Account dashboard. We may also discontinue your participation in Instant Revenue at any time, and we will provide Notice either before or after doing so. If you or we discontinue your participation in Instant Revenue while Instant Revenue Charges remain outstanding:
- We may convert all Instant Revenue Charges to standard charges immediately or otherwise collect Instant Revenue Charge amounts immediately, before the due date;
- You must maintain your Brex Cash Account (or other Linked Account during the Introductory Period) as your Payout Account; and
- We may maintain your original due date for the outstanding Instant Revenue Charges, in our sole discretion, though we are not required to do so.
Receivables means the commercial receivables we determine you are due to receive through a Payment Platform connected to your Brex Account.
Payment Platform means each ecommerce platform through which eligible Receivables may be generated for use in Instant Revenue.
Instant Revenue Charge means a Charge or portion of a Charge (as defined by the Card Program Terms) made against your Instant Revenue Spending Limit.
Instant Revenue Spending Limit means the additional amount above your Card spending limit that is based on data including the amount of Receivables we identify as due to you from a Payment Platform connected to your Brex Account.
Introductory Period means a limited time period as defined by Brex during which you may be permitted to designate a Linked Account, instead of a Brex Cash Account, as the Payout Account.
Payout Account means the single financial institution account that you have designated as the recipient account for payouts of sales or other Receivables from your account at a Payment Platform.