Platform Agreement

Vendor Pay with Card

Revised March 3, 2022

EXHIBIT C

END USER REQUIRED LANGUAGE

In the event that you use a debit card, credit card or ACH transfer to pay a recipient (“Vendor”) through the [Partner / Plastiq Service] (the “Service”), you are additionally bound to the following terms (“Terms”) contained within the following Card Payment Agreement. To the extent that any terms of the [User Agreement] conflict with these Terms, these Terms will control.


Brex uses Plastiq Inc. to process credit and debit card and ACH transactions. Plastiq uses an account at Silicon Valley Bank (SVB) that is held in SVB’s name. The account title also shows that this account is for the benefit of customers of Plastiq. Plastiq has the right to instruct SVB on the use of funds in the account, including to receive funds from you and to then send funds to your recipient based on the instructions.


Card Payments

Payments can be made via credit or debit cards using the Service. Brex uses Plastiq Inc. to process credit and debit card transactions. Plastiq is considered the Merchant of Record and User shall see Plastiq’s name (or “PQ”) on its card statement. Mastercard®, Visa®, Discover®, JCB®, Diners Club®, and American Express® (collectively “Payment Methods”) may be used with various restrictions applied based on the card brand.


User agrees to provide the Service with complete, accurate, and up -to-date information for all required fields within the Service. Depending on your usage of the Service, more information may be requested. At any time post-submission, payments may be subject to review, which serves to better understand the nature of and reason for the payment. During this review process and for any reason, Plastiq may place a temporary hold on the delivery of the payment, and may require more information from the User including but not limited to verification of User’s identity, an associated bill or invoice, or other evidence of your payment terms with the Vendor. User acknowledges that failure to provide satisfactory information upon request may result in a delay or cancellation of the transaction.


To help the government fight terrorism and money laundering activities, certain personal data about the User may be obtained, verified, and sometimes stored. User authorizes Plastiq, directly or through third parties and service providers, to make any inquiries necessary to verify User's identity. This may include asking User for further information, requiring User to take steps to confirm ownership of the financial instruments, or verifying User’s information against third party databases or through other sources. If a User’s identity cannot be verified, Plastiq reserves the right to deny you use of the Services. Plastiq reserves the right to review, place a hold on or cancel any payment requested through the Services for any reason, including but not limited to credit and fraud risk or compliance with applicable laws, such as anti -money laundering regulations, combating terrorist financing laws and OFAC sanctions. In Plastiq’s sole discretion,

a hold may be placed on a payment for as long as reasonably necessary to conduct an appropriate inquiry regarding a payment, a User, a User’s counterparty, or any related facts or circumstances. Depending on the results of this review, appropriate action may take place, including declining the payment, refunding the payment, or continuing to hold the payment pending instructions from a government agency.


APPLICABLE TAXES AND PENALTIES

User is responsible for all fees, fines, penalties and other liability incurred by Plastiq, User, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Services. User agrees to reimburse Plastiq or a third party for any and all such liability.


In the event that you are liable for any amounts owed, a transaction may be initiated via your Payment Method or other available payment methods to pay any such amounts. If User does not have sufficient funds available to fulfill such payment, collection efforts and/or other legal actions to recover such amounts will be used.


A temporary, small authorization charge may appear on your card statement to confirm validity. All Payment Method usage associated with payments submitted via the Services are subject to existing terms set by your Issuing Bank, including any relevant credit or transactional limits, credit and interest terms, and the conditions for any rewards programs. If your Payment Method is not based in the USD, a foreign transaction fee may be charged by your Issuing Bank.


SATISFACTORY GOODS OR SERVICES

By submitting the payment for processing by the Services, User agrees that the goods or services provided by Vendor in exchange for the principal have already been rendered to your satisfaction. User hereby forfeits any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided. User assumes all financial risks associated with the nonperformance of the Vendor.


User agrees not to use the Services:

  • For unsupported transfers, including sending money
    • to yourself or an entity in which you have control;
    • on behalf of another party;
    • not in direct exchange for a rendered good or service;
    • or goods or services whose delivery or completion has not yet been confirmed;
  • other than for legitimate payment purposes (e.g., to test or probe card behaviors)

Refunds are not available in cases where a Vendor has already received the payment. If this is the case, you should contact Vendor directly to request a refund, pursuant to their payment terms. Refunds may be made by electronic payments, including those delivered via Electronic Fund Transfer (EFT), Automated Clearing House (ACH), and bill payment network providers, prior to their disbursement.


You are responsible for confirming the correctness and completeness of your payment at the time of submission. If a payment issue can be traced to any incorrect or incomplete information you confirmed at the time of payment review, even for information which may have been pre-filled, then you agree to hold responsibility for any resulting consequences, which may include but not be limited to an unintended Vendor accepting and retaining your payment, an issue in a Vendor accounting for your payment, or an inability to complete your payment. Accordingly, Plastiq assumes no responsibility and will have no liability for any consequences between User and Vendor.


CHARGEBACKS

There may be times when User may not be the authorized user of the Payment Method or User may otherwise contest the transaction. If User decides to chargeback or reverse the transaction with your Payment Method and there is reason to believe the chargeback is not in good faith, User agrees to pay the full amount of the chargeback immediately upon demand, and any associated fees, fines, or penalties. User agrees to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred for the collection of all amounts unpaid by User. Further, if Plastiq reasonably believes that a chargeback is likely with respect to any transaction, we may withhold, reject, or refund the amount of the potential chargeback from payments.



ACH Authorization

ACH DEBIT AUTHORIZATION AS A PAYMENT METHOD

If you choose to use your bank account(s) as your Payment Method (“ACH Payment Method”), you hereby authorize Plastiq to use your banking details to debit your account via the Automated Clearing House (“ACH”) system. If this is relevant to your usage of the Services, you will be asked to add your bank account via a third party service to verify your bank account. Plastiq may use Plaid Technologies, Inc. (”Plaid”) to verify your bank account(s) and periodically confirm your bank account balance prior to approving a transaction. Plastiq only shares your information with Plaid in accordance with its Privacy Policy, available at https://plaid.com/legal/.


If you choose to use the ACH Payment Method, a verification process may include debiting a small amount from your bank account(s), then immediately crediting the same amount back to your bank account, and verifying the amount debited, in order to confirm that you are the owner of the bank account(s). Plastiq will only use this process to screen for fraud. You agree to comply with NACHA laws and comply with US laws in accordance with this authorization.


ACH AUTHORIZATION

You hereby authorize Plastiq Inc. or its subsidiaries (“Plastiq”) to initiate debits from the bank account(s) that you enter in order to pay amounts owed to your recipients in accordance with the instructions you entered and, if necessary, to initiate adjustments for any transactions credited or debited in error.


If sufficient funds are not in the bank account(s), you may be charged a returned/rejected item fee. You understand that this authorization will remain in effect until you cancel it in writing or revoke it. Furthermore, you authorize Plastiq to debit, if the payment is returned for any reason, a rejected/returned item fee of $30 or the maximum amount allowed by law. You represent that you have authority to bind the organization that owns the bank account(s), and to authorize all transactions to the bank account(s) that are initiated through Plastiq. You acknowledge that transactions initiated to the bank account(s) must comply with the provisions of U.S. law. This authorization will remain in effect until you notify Plastiq in writing to cancel it.


RETURNED TRANSACTIONS AND STOPPED PAYMENTS VIA ACH PAYMENT METHOD

If for any reason, you decide to void a payment request via ACH, Plastiq will use commercially reasonable efforts to stop the payment, but you understand and agree that Plastiq may not be able to stop the payment. Plastiq’s ability to stop a payment depends on a number of factors, including but not limited to the payment method delivery time and whether the payment has cleared the recipient’s account. You agree that Plastiq will not have any liability for failing to stop a payment that has begun to process. Please note that you may be subject to a fee when requesting a stop payment request.


You are solely responsible for the accuracy of the payment information or the payment instructions provided to Plastiq. If a payment is refused or returned, Plastiq will void the payment unless Plastiq, in its sole discretion, decides to take another action on the payment, such as crediting or reissuing the payment. If a returned or refused payment is voided, you authorize Plastiq to credit the amount of the payment directly to the same payment method, less any fees or other amounts owed by you to Plastiq.


Plastiq reserves the right to expire, void, or cancel any payment if the payment is not deposited or otherwise received and processed by a payee within a reasonable amount of time, as determined by Plastiq in our sole discretion. If Plastiq expires, voids, or cancels any payment, you authorize Plastiq to credit the amount of the payment back to the original bank account, less any Fees or other amounts owed by you to Plastiq.


You agree to pay all penalties, interest charges, late payment fees, service fees, and/or interest related to the rejected or returned funding ACH debit and agree to reimburse Plastiq for all penalties and fees incurred if any funding ACH debit is returned because your ACH Payment Method was not properly configured correctly.


Cross Border Transaction

INTRODUCTION AND IMPLICATIONS

A Cross-Border Payment ("CBP") is defined as a payment for which recipient funds are delivered in a different country from which they originate (e.g., a credit card issued in the United States paying a recipient in Canada). CBPs may be subject to higher fees, further reviews, and longer delivery timelines.


Depending on your Payment Method, currency exchange may occur in conjunction with a CBP and may be exchanged at a rate which is not disclosed to you at the time of submission. Modifications to any applicable credit programs, alterations of fee structures and amounts levied by Plastiq or other third parties, and impacts to Payment delivery channels and timelines may also apply.


EXCHANGE RATE FLUCTUATIONS

Principals and fees associated with Cross-Border Payments may be subject to exchange rate fluctuations. You acknowledge and accept that credits and debits from Payment Methods in association with Cross -Border Payments may be executed in unexpected and varying amounts as converted to and from a Recipient’s local currency.


For example, a difference in exchange rate between the date on which you initiate a request for payment delivery and the processing date of a payment may result in your Payment Method being debited for a different amount than that presented at time of submission. Additionally, payment refunds associated with Cross-Border Payments will be subject to current exchange rates, which may differ from the exchange rate observed at time of payment processing. You agree that Plastiq is not liable for any consequences arising from exchange rate fluctuations. If exchange rate fluctuations associated with actions on your payments materially impact Plastiq’s ability to provide its services, Plastiq may seek remedies accordingly.


Release of Plastiq

If you have a dispute with one or more Vendor or other third parties, you release Plastiq (and our officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.



ARBITRATION CLAUSE [if not in the current user agreement]


ARBITRATION; CLASS ACTION WAIVER

YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN THE SECTIONS BELOW.


Election to Arbitrate. You and Plastiq agree that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this Section (the “Arbitration Provision”), unless you opt out as provided below. As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from this Agreement, including (except to the extent provided otherwise in the Section below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise, except that both you and Plastiq retain the right: (a) to bring an individual action in small claims court (a “Small Claims Action”); (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement. misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “IP Protection Action”); and (c) to bring an action seeking only injunctive relief, including public injunctive relief, in a court of competent jurisdiction. Claims include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.


Applicability of the Federal Arbitration Act; Arbitrator’s Powers. This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.


Opt-out. You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to legal@plastiq.com, within thirty (30) days of the date of your electronic acceptance of the terms of this Agreement (such notice, an “Arbitration Opt-Out Notice”). The opt out notice must clearly state that you are rejecting arbitration; identify the Agreement to which it applies by date; provide your name, address, and be signed by you. If you don’t provide Plastiq with an Arbitration Opt-Out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to a Small Claims Action, IP Protection Action, or to bring an action seeking only injunctive relief, as expressly set forth above.


Informal Dispute Resolution. If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you may submit Claims by sending an email to legal@plastiq.com at any time.


WAIVER OF RIGHT TO LITIGATE. Unless you timely provide Plastiq with an Arbitration Opt-out Notice, YOU ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.


NO CLASS ACTIONS. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section shall be determined exclusively by a court and not by the administrator or any arbitrator.


Procedures. The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“JAMS”). Claims involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules; all other Claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply.


Fees. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to JAMS in connection with the arbitration, as well as for any reasonable attorneys’ fees incurred by the prevailing party in connection with such arbitration or collection.


Decision. The arbitrator will render an award within the time frame specified in the administrator rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction.


Survival and Severability. This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings are finally adjudicated to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.


Plastiq affiliates are third-party beneficiaries. Affiliates of Plastiq are not parties to this Arbitration Agreement but are third-party beneficiaries of your agreement with Plastiq to resolve disputes through informal negotiation and arbitration.