User Terms

Revised May 7, 2020

These User Terms govern your use of the Services under the Platform Agreement entered into between Brex and Company. Capitalized terms used in these User Terms are defined in the Platform Agreement.

References to “Company” means the company that is applying for or has opened a Brex Account to use the Services. References to “User” mean you, an individual authorized to use the Services on Company’s behalf.

By using the Services available to you under Company’s Brex Account, you consent to these User Terms. You agree to abide by the terms of the Platform Agreement, the applicable Program Terms for Services you use, these User Terms, all applicable law, and Card Network rules in connection with your use of the Company’s Brex Account and Services. To the extent that you are issued a Card, you consent to the terms in Section 3 and the Brex Card Program Terms. You also consent to receive all communications from Brex electronically as described in these User Terms. We may update or replace these User Terms by posting an updated version to our legal page. Your continued use of the Services will serve as your acceptance of any changes to these User Terms.

** YOU AGREE TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION IN THE MANNER CONSENTED TO BY COMPANY UNDER THE PLATFORM AGREEMENT. PLEASE READ THIS CAREFULLY AND ONLY USE THE SERVICES IF YOU UNDERSTAND AND AGREE TO THIS PROVISION.**

Table of Contents

1. Obtaining Access to the Services
2. Use of the Services
3. Using Cards
4. Ownership of Brex Property, Feedback
5. Suspension and Termination
6. Changes to These User Terms

1. Obtaining Access to the Services

Prior to using the Services on behalf of Company, you will need an Administrator to add you as an authorized User and provide you access to the Brex Account.

Eligibility

By using Services you represent and warrant in your individual capacity that:

• You are not a Prohibited Person
• You are an employee, contractor, or agent authorized to use the Services on Company’s behalf
• All information you provide to us, either directly or through an Administrator, is and will be current, accurate, and complete
• You will use the Services exclusively for business purposes and not for any personal, family, or household use
• You have reviewed the Platform Agreement, and the terms, agreements, or policies incorporated by reference, including these User Terms

Use of your personal information

To authorize you as a User on Company’s Brex Account, an Administrator must provide to Brex certain Personal Data about you—including your name, contact information, personal address, social security number, and date of birth. We may also require that the Administrator provide certain documentary information—including proof of address or personal identification—used to validate your Personal Data and your identity. You acknowledge that you have authorized the Administrator to share your Personal Data with Brex. You must provide the Administrator with Personal Data that is current, complete, and accurate at all times.

You acknowledge and agree that we may use and provide your Personal Data to Program Partners and Third-Party Service Providers to validate your Personal Data. At any time during the term of this Platform Agreement and your use of the Services, we may require additional information from you.

Details on our collection, use, and handling of Personal Data are described in our Privacy Policy. Please review it carefully and contact us if you have any questions. By using the Services, you agree that we may use your Personal Data in accordance with our Privacy Policy.

Consent to electronic signature

You agree that using the Services available to you under Company’s Brex Account constitutes your electronic signature. You also agree that your electronic consent has and will have the same legal effect as a physical signature.

2. Use of the Services

Prohibited and Restricted Activities

You may only use Company’s Brex Account and the Services for valid, lawful bona fide business purposes, such as making purchases on behalf of Company. You are prohibited from using Company’s Brex Account or the Services for:

• Any purpose that is unlawful or prohibited by the Platform Agreement or these User Terms
• Personal, family, or household use
• Any transaction involving any Prohibited Activities
• Any transaction involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by OFAC or the U.S. Department of State
• Any other purpose unrelated to the business of Company

We may terminate your access to Company’s Brex Account and Services if we know or believe that you are engaged in any Prohibited Activities or otherwise do not comply with these restrictions.

Safeguards and Credentials

You will maintain your own unique set of Credentials and keep those Credentials secure. You will not share those Credentials with any other person or third party, or reuse Credentials for other services. You will not grant any other person or third party access to Company’s Brex Account or Services.

You will use all reasonable means to protect Cards, checks, mobile devices, web browsers, and anything else used to access or utilize the Services, as applicable. You will not allow any other person or third party to use Company’s Brex Account or Services on your behalf. You will immediately notify an Administrator where you know or suspect your Credentials are compromised or lost. We may suspend your access to the Services if we believe your Credentials have been compromised, or if not doing so poses a risk to you, Company, Brex, or any third parties.

Notices and communications

Company has an established business relationship with Brex. You will receive Notices to the email and mobile numbers provided to Brex by you or Company. These Notices may include push notifications, and text or SMS messages providing information or alerts about Services, Cards, or transactions, and may allow you to provide information back to Brex (such as sending a receipt from a transaction). You may elect to not receive certain Notices through the Brex Account, but doing so will limit the use of certain Services and may increase the financial risks to Company.

You are required to maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. You are responsible for all costs imposed by internet or mobile service providers for sending or receiving Notices electronically.

You consent to receiving Notices electronically to your mobile device and understand that this consent has the same legal effect as a physical signature. If you wish to revoke this consent, please notify your Administrator and contact us.

3. Using Cards

You are responsible for securing Cards, account numbers, and Card security features (including the CVV and PIN, if any). You will promptly notify an Administrator when a Card is lost, stolen, breached, or needs to be replaced. In such cases, replacement cards must be requested by an Administrators.

You will review the Periodic Statement associated with your Cards on no less than a monthly basis and promptly report any unauthorized or fraudulent activity to your Administrator.

Brex may suspend or cancel Cards at any point and for any reason including where directed by the Company or an Issuer, for termination or suspension of the Brex Account, or where we determine in our sole discretion that continuing to provide Services poses an unacceptable risk to you, Brex, or third parties.

Company’s Brex Account is commercial in nature, and you acknowledge and understand that certain consumer protection laws (including the Electronic Funds Transfer Act or Regulation E) and consumer-specific rules (including NACHA rules specific to consumers) do not apply to transactions on Company’s Brex Account or your use of the Services.

4. Ownership of Brex Property, Feedback

Brex and licensors own the incorporated Brex Property. You may only use Brex Property as provided to you and for the purposes provided in these User Terms or as otherwise permitted by the Platform Agreement between Company and Brex. You may not modify, reverse engineer, create derivative works from, or disassemble Brex Property, or register, attempt to register, or claim ownership of Brex Property or portions of Brex Property.

Brex grants you a nonexclusive and nontransferable license to use Brex Property as provided through the Services and as permitted by these User Terms. This license terminates upon termination of the Platform Agreement or these User Terms unless terminated earlier by us.

We sometimes release Beta Services in order to test new products, features, and programs, and we may make these Beta Services available to you to get your Feedback. We may change or discontinue Beta Services at any time. Beta Services are confidential until we publicly announce the products, features, or programs, and if you use Beta Services, you agree to keep information about the Beta Services confidential. Any Beta Services are provided to you AS IS and without warranty. We may use any Feedback about the Services or Beta Services freely and without restriction. Except where specifically notified by us, we will not compensate or credit you for Feedback you provide to us.

5. Suspension and Termination

Brex may suspend or terminate access to Company’s Brex Account or the Services at any time and for any reason, in our sole and absolute discretion, without prior Notice. Brex may terminate these User Terms at any point and for any reason without prior Notice including where directed by the Company or an Issuer, for termination or suspension of the Brex Account, or where we determine in our sole discretion that continuing to provide Services poses an unacceptable risk to you, Brex, or third parties.In the event that the Platform Agreement with Company is terminated, except as expressly provided in the Platform Agreement, these User Terms will immediately terminate (other than Section 1, Section 4, and any other sections giving rise to continued obligations of the parties that survive termination).

6. Changes to These User Terms

We may modify these User Terms by providing you Notice. Your continued use of the Services constitutes your consent to the revised User Terms.