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Platform Agreement

Payments Agreement

Revised November 13, 2023

This Brex Payments Agreement is a supplement to the Brex Platform Agreement and the Brex Business Account Agreement and covers the provision of any Payment Services (as defined below) provided to you by Brex Payments LLC (“Brex Payments”). To use the Payment Services, you must accept the terms of this Brex Payments Agreement. For this Brex Payments Agreement, “we” and “us” refers to Brex Payments and, where applicable and in connection with your use of the Brex Business Account, Brex Treasury LLC (“Brex Treasury”) in its capacity as a money transmitter agent or authorized delegate of Brex Payments. Certain provisions of this Brex Payments Agreement also establish rights and obligations between you and Brex Treasury to the extent you use the Payment Services in connection with the Brex Business Account offered by Brex Treasury. Capitalized terms used but not defined in this Brex Payments Agreement shall have the meaning provided in the Brex Platform Agreement. Changes to this Brex Payments Agreement may be made from time to time by us, and your continued use of the Payments Services constitutes your acceptance of such changes.

1. About Brex Payments

Brex Payments is a licensed money transmitter (NMLS #2035354, State Disclosures) and a wholly-owned subsidiary of Brex Inc. Brex Payments receives funds in a custodial capacity as an agent of its customers in a pooled account titled in the name of the licensee for the benefit of its customers.

2. Payment Services

You will be able to send and receive payments with your Brex Account. Specifically, subject to availability and your eligibility, you may be able to: (i) fund your Brex Account; (ii) receive payments from third parties; (iii) withdraw funds from your Brex Account to your account at a third-party financial institution; and/or (iv) make payment to a third-party at a third-party financial institution (collectively, the “Payment Services”). Payment Services may be conducted across a variety of payment methods.

2.1 Use of Payment Services – Generally

Your use of the Payment Services is subject to Article 4A of the Uniform Commercial Code – Fund Transfers as adopted in the state of Utah. As such, payments you receive and payments you originate are provisional until final settlement of such payments through a Federal Reserve Bank, or payment is otherwise made as provided in Article 4A-403(a) of the Uniform Commercial Code. When you make a valid payment request, Brex Payments receives funds from you and transmits the funds to the recipient in accordance with your instructions. When transferring funds Brex Payments receives from you to a recipient, Brex Payments' obligation with respect to the payment shall be deemed satisfied when the recipient's financial institution credits the recipient's account with such funds. If we do not receive such payment, we are entitled to a refund from you in the amount credited to you and the party originating such payment will not be considered to have paid the amount so credited. Credit entries may be made by Automated Clearing House (“ACH”). We are not required to give you any Notice of the payment order or credit if we receive a payment order to credit you by wire or ACH.

We will process payments orders received outside the applicable funds transfer windows set by participating financial institutions on the following business day. Deposits, withdrawals, or payments requiring a purchase or liquidation of money market mutual fund shares may require additional processing time. We may reject payment orders or delay an order to confirm authorization or to confirm that the order does not violate applicable law or regulation.

You agree that we and Brex Treasury are entitled to act upon any instructions given by Company Users, Administrators, or Control Persons so long as we reasonably believe such instruction was actually given by Company Users, Administrators, or Control Persons.

If your payment requires us to convert one type of currency to another, we or Brex Treasury will exchange your funds at the current exchange rate in accordance with our standard procedures. We, Brex Treasury, our banking partners, third party financial institutions, or payment processors may include a mark-up or fee on such currency conversion and may profit in connection with any such currency conversion. You accept the fee, risk of fluctuations in currency and exchange rates and acknowledge that we and Brex Treasury will not be responsible for losses resulting from such currency fluctuations.

You agree to fund all payment orders authorized by you, and you acknowledge that we are entitled to rely on the information, representations, and warranties that you or any User and/or Control Person provide to us in connection with the Payment Services. We are not responsible for the accuracy, completeness, or authenticity of such information. You agree that if you describe any beneficiary or financial institution by name and account or identifying number, we and other financial institutions may process the payment order based solely on that number, even if it identifies a different person or entity than you intend. If you provide an incorrect account number, you could lose the amount transferred. We assume no responsibility to detect errors in your instructions and you should not expect that we will do so.

You acknowledge that you could lose money, up to the entire value of your account, through an unauthorized electronic funds transfer. You must notify us immediately if you suspect that an unauthorized electronic funds transfer has occurred or that the Brex Account credentials of any Administrator may have been compromised, or if unauthorized access to your Brex Account has occurred.

Your access to and use of the Payment Services is subject to the account use restrictions outlined in this section and Section 1.3 of the Brex Platform Agreement.

2.2 Payment by ACH

We will accept funds on your behalf to be transmitted through the Automated Clearinghouse (ACH) network governed by the rules established by the National Automated Clearinghouse Association (NACHA), which are not subject to the Electronic Funds Transfer Act. Your rights and obligations with respect to such payments will be construed in accordance with and governed by laws of the state of Utah and the operating rules of the NACHA, which are applicable to ACH transactions involving your Accounts. You are required to comply with the NACHA rules available at http://www.nacha.org/rules (“NACHA Rules”) for all transactions submitted over the ACH network. As used in this Section, the terms Entry, Entries, Originator, Originating Depository Financial Institution (“ODFI”), Receiver, and Receiving Depository Financial Institution (“RDFI”) have the meaning provided in the NACHA Rules.

Failure to comply with the NACHA Rules, including disputes or unauthorized transactions arising from your use of the ACH network, may result in suspension or termination of your ability to make payments using the ACH network.

You agree to obtain consent from any payment recipient or customer to initiate a credit or debit transaction to or from their account over the ACH network. You agree to fulfill the obligations of an Originator for all Entries we submit on your behalf. You agree to only originate CCD, PPD and WEB entries. We are obligated to provide the ODFI with all information reasonably necessary to identify you and you authorize us to provide such information to the ODFI. You also acknowledge that the ODFI is a third-party beneficiary with regard to these ACH terms. We reserve the right to change the procedures for transactions from time to time as we deem reasonable or necessary to provide the ACH payment Services to you or to conform with changes in NACHA Rules, ODFI requirements, or other events beyond our control that affect the manner in which we provide the ACH payment Services to you. We reserve the right to audit your use of the Payment Services including compliance with this agreement and the NACHA Rules.

Funds transfers sent through the ACH system are provisional and may be revoked for a period of time. We or Brex Treasury may debit your Linked Account for any amount that was previously credited if an ACH transfer is revoked, reversed, or returned or we do not receive final settlement. You acknowledge that we and the ODFI have the right to review the volume and character of transactions you initiate and your business operations to evaluate the credit risk associated with processing transactions on your behalf. We also have the right to reject any transaction if we have attempted but are unable to verify the authenticity of the transaction or other data, if you have failed to comply with your payment obligations or account balance obligations, if you have failed to satisfy any of your obligations under this Brex Payments Agreement, the Brex Business Account Customer Agreement or under the Platform Agreement. We will notify you of a rejection within two business days after the transaction would otherwise have been transmitted by us but we will have no liability to you by reason of the rejection of any transaction or the fact that such notice is not given at an earlier time. If a transaction (including a request for cancellation or amendment) received by us purports to have been transmitted or authorized by you, it will be deemed effective as your transaction and you will be obligated to pay us the amount of such transaction even where not authorized by you, provided we accepted the instruction in good faith and acted in compliance with our security procedures. If an instruction received by us was transmitted or authorized by you, you will be obligated to pay the amount of the transaction whether or not we complied with the security procedure and whether or not that transaction was erroneous in any respect or that error would have been detected if we had complied with such procedure.

As part of your use of the Payment Services in connection with the Brex Business Account, you must at all times maintain a balance of available funds in your Brex Business Account sufficient to cover ACH transactions initiated from your account. In the event of insufficient funds, we or Brex Treasury may set off with respect to, the securities, cash, or other property that are, now or in the future, carried or held in or through your Brex Account or are otherwise in our or Brex Treasury’s possession or control against any amounts we or Brex Treasury owe to you in order to obtain payment from you. You must pay us in immediately available funds for the amount of any rejected Entries and for the amount of any returned debit Entries, or any adjustment Entries accepted by us, which we have previously credited to your Brex Account. Such amounts will be immediately due and payable by you to us. Your obligation to pay us remains immediately due and payable whether or not the rejected, returned or adjustment transaction was processed in accordance with any requirement of the NACHA Rules applicable to any party other than us and notwithstanding whether we or you may have a claim against another ACH participant for breach of the NACHA rules or other applicable law. You agree that we need not send a separate notice of debit Entries that are returned unpaid. We or Brex Treasury may place a hold on any or all funds in a Brex Account if we determine that there are inconsistent or conflicting instructions regarding a transaction or regarding settlement or claims on the Brex Account including, without limitation, any claim by a judgment creditor, levy or other legal process, or proceeding in bankruptcy. We or Brex Treasury may interplead or hold any or all funds, prevent withdrawals or transfers, or otherwise act to prevent or reduce loss or risk to us or Brex Treasury and in addition to any other remedy we or Brex Treasury may have you will reimburse us or Brex Treasury for any costs associated with the same.

In addition to the limitations on our liability included in this Brex Payments Agreement, the Brex Business Account Customer Agreement and the terms of the Platform Agreement, you agree that we and Brex Treasury are (a) excused from failing to transmit or delay in transmitting a transaction if such transmittal would violate any provision of any risk control program of the Federal Reserve or any rule or regulation of any other U.S. or foreign governmental regulatory authority, and (b) not responsible for the acts or omissions of any Federal Reserve Bank or transmission or communications facility, any Receiver or RDFI, or for any return of an transaction by such Receiver or RDFI, none of whom is deemed our agent for this purpose. You will reimburse us or Brex Treasury for any fines or penalties and any associated costs imposed on, or assessed against, us or Brex Treasury by NACHA, any Federal Reserve Bank, any ACH operator, any state or federal regulatory agency or other U.S. or foreign governmental body, or any clearinghouse or other third party having oversight or rulemaking authority over ACH transactions when the fine, penalty or other expense is caused by, or related to, your Entries or your use of the ACH Services. Such amounts are immediately due and payable by you to us or Brex Treasury. Your obligation to pay us or Brex Treasury remains immediately due and payable whether or not the fine or penalty was imposed or assessed in accordance with any requirement of the NACHA Rules or any laws applicable to any party other than us and notwithstanding either of us or you may have a claim against another ACH participant for breach of the NACHA Rules or other applicable law.

2.3 Payment by Wires and Foreign Exchange

By initiating a wire transfer or entering a standing wire transfer instruction through the Brex dashboard, you authorize us to wire funds according to your instructions. If there is more than one Administrator for your Brex Account, you agree that we may accept and rely on wire transfer requests from any Administrator, and that we and Brex Treasury will not be liable for acting upon instructions that we believe in good faith to be genuine. We may request additional information from you to verify wire transfers or other transactions initiated through your account. We may refuse to act upon any instruction that we cannot verify as accurate and authorized by you, or by an Administrator, in accordance with such security procedures as we may impose from time to time. You agree to be bound by any wire transfer instruction, whether or not authorized, that is issued in your name and accepted by us.

You cannot amend or cancel a wire transfer order after we receive it. In certain circumstances, we may take reasonable measures to amend or cancel the wire transfer order on your request, but we will not be liable to you if the wire transfer order is not amended or canceled. You will reimburse us for any costs, losses, claims, or damages arising from any request from you to amend or cancel a payment order.

Funds transfers, and deposits to your Linked Account sufficient to fund the wire transfer must be cleared and the funds must be available on the date of the proposed transfer or your wire may be delayed. In addition, wire transfers initiated by you after the transfer window available to us through our financial institution partners will be queued and processed on the following business day. Wire transfers within the U.S. are generally received by the destination bank on the same day the wire is initiated. However, we cannot guarantee that the destination bank will post the wired funds for same-day credit. We may be unable to send wire transfers to some countries. It is your responsibility to confirm that the country of your payment recipient is a supported destination prior to placing a wire transfer order.

If you use Brex to send an international wire transfer in a currency other than U.S. dollars, then we or Brex Treasury will choose the foreign exchange rate (“FX Rate”) for that transfer at our or Brex Treasury’s sole discretion. The FX Rate we or Brex Treasury choose may vary from time to time or vary among customers depending on your relationship with us or Brex Treasury, the type of transaction being conducted, the transaction amount, type of currency, the date and time of the currency exchange, and/or other factors we or Brex Treasury deem relevant. The FX Rate will typically include fees, costs, or other markups as determined by us or Brex Treasury in our sole discretion. You should expect that this rate will be less favorable to you than the rate we pay for foreign currency transactions or rates quoted online or available in publications.

2.4 Payment by Check

We may refer to the signatures you provide to us or an affiliate when you apply for a Brex Account or the signatures on a check or other document containing signatures of an Administrator to determine the authenticity of signatures and whether a check or instructions are authorized. We may pay checks or follow other instructions if we reasonably believe that you have authorized the checks or instructions. You agree to safeguard your blank and canceled checks, and to take reasonable steps to prevent their unauthorized use. If your checks are lost or stolen, you agree to notify us immediately. For security reasons, we reserve the right to return all checks written by you but not yet paid to payees. You will be responsible for issuing any replacement checks.

We or Brex Treasury will automatically process or convert checks into electronic images during the check collection and return process, but we and Brex Treasury will not be responsible for any indirect, special, or consequential damages under any circumstances for our or Brex Treasury’s inability to provide you copies of checks. To the fullest extent permitted by applicable laws and rules, our and Brex Treasury’s liability, if any, will not exceed the face amount of the check in question. You agree to provide us with reasonable proof of any loss. We and Brex Treasury are not obligated to, but may at our option, pay a check, other than a certified check, presented to us for payment more than 6 months after its date. If you do not want us to pay a stale-dated check, you must place a stop-payment order on the check. If you choose to have your checks printed by another vendor and you use check stock or features that make it difficult for us to process the check, then we may not be able to negotiate the check on your behalf, and you bear any risk of loss.

Checks deposited to a Brex Account are not subject to the funds availability requirements of Regulation CC. Checks will generally be available on the first business day after the deposit date, but we or Brex Treasury may place an extended hold on your deposited funds in our or Brex Treasury’s sole discretion. We will notify you if we delay the availability of your funds, and we will tell you when you can expect your funds to be available.

You agree that we and any agents acting on our behalf may send Notices to you regarding any returned checks which you deposit into your Brex Account.

2.5 Remote Check Deposit

These terms apply to checks you deposit using the Brex app or mobile interface. Checks you submit to us or Brex Treasury for deposit must be endorsed by you, and must accurately and legibly provide all the information on the front and back of the check. When we or Brex Treasury accept a check image from you via the app, we and Brex Treasury do not guarantee that the image contains no errors, and we and Brex Treasury are not responsible for the content of the image or any of the information you transmit to us or Brex Treasury through the Brex app. You are solely responsible for information or data that is transmitted, supplied or key-entered by you, your employees or agents. Our partner financial institutions or agents on our behalf may process the deposit by preparing a substitute check or by clearing the item as an image. We and Brex Treasury reserve the right to accept or reject all or any part of any deposit you submit, and we and Brex Treasury do not guarantee any or all of the check amount will be credited to your Linked Account.

By using the remote check deposit service, you promise that any item you submit for deposit has not previously submitted or deposited with us or with anyone else and will not be again unless we tell you to; that after submitting the item to us or Brex Treasury you will not negotiate, transfer, transmit, deposit or present the Eligible Item or a duplicate of it in any form; that you will not have the Item stopped or canceled, or have a replacement issued; and that no person will receive a transfer, presentment, or return of, or otherwise be charged for, the Item (either the original Item, or a paper or electronic representation of the original Item) such that the person will be asked to make payment based on an Item that has already paid.

Any amounts we or Brex Treasury credit to your Brex Account using remote deposit is a provisional credit only, and, to the fullest extent permitted by applicable laws and rules, you are liable to us or Brex Treasury for recovery of any amount credited to you in the event of non-payment, collection costs, attorney’s fees, and any other losses, expenses, or other costs we or our partner financial institutions incur that result from attempting to obtain payment on unpaid checks you deposit remotely. We and Brex Treasury are also not responsible for any late fees, overdraft fees, or any other costs if any or all of your deposit is rejected or if it fails to clear after we receive it. We or Brex Treasury will notify you if your deposit fails to clear, and we or Brex Treasury will debit your Linked Account in the amount of any provisional credit to your Brex Account. Funds associated with remote deposit will be available to you in accordance with the terms of Section 6 of the Brex Business Account Customer Agreement and are not subject to the funds availability requirements of Regulation CC. You are responsible for safeguarding both your mobile device against unauthorized deposits and the original copies of checks you submit for deposit, and you will notify us immediately of any lost or stolen original checks. We cannot guarantee that the remote deposit Service will be available for use.

We or Brex Treasury may place limits on the dollar amounts of items you can deposit using this service. We or Brex Treasury might not disclose these limits to you and can modify these limits and add others at any time at our or Brex Treasury’s sole discretion.

3. Fees

We will disclose Fees to you when opening your Brex Account, utilizing the Payment Services, or through our website. We may update, add, or change Fees upon 30 days’ Notice to you (though we may not provide prior Notice when we reduce any Fee).

4. Holds, Suspensions, Terminations, and Other

If we believe, in our sole discretion, that you’ve violated the terms of this Brex Payments Agreement, the Brex Business Account Agreement, or the Brex Platform Agreement, or engaged in any Prohibited Activities or Restricted Activities, violated applicable law or rules, engaged in fraudulent or unfair activities, or have otherwise engaged in activities that violate our or others’ rights or create an undue risk of harm for us or others, we may take a number of actions to protect Brex Payments (including its affiliates), its customers, and others at any time, in our sole discretion and with or without Notice. The actions we may take include, but are not limited to, the following (as applicable):

  • Terminate this Brex Payments Agreement and/or limit your or any Administrator’s or User’s access to the Payment Services, immediately and without penalty to us;
  • Refuse to provide the Payment Services to you, any Administrator or User, or any other individual in the future;
  • Limit your, any Administrator’s or User’s, or any other individual’s access to the Payment Services (including any networks and servers used to provide any of the Payment Services) operated by us or on our behalf, your Brex Account or any of the Payment Services, including limiting your ability to pay or send money or make withdrawals;
  • Hold or otherwise restrict the balance in your Brex Account or hold payments to/from your Brex Account, for a period of time or indefinitely, if reasonably needed to protect against the risk of liability or loss to us or others or if you have engaged in any Prohibited Activities or Restricted Activities, to be determined in our sole discretion;
  • Return or reverse transactions conducted via the Payment Services or otherwise remit funds in accordance with applicable rules governing payments (e.g., NACHA rules) and/or in an effort to remediate fraudulent or criminal conduct, as determined in our sole discretion; or
  • Contact others who have transacted with you, other financial institutions, other impacted third parties, or law enforcement or other regulators about your actions.

If you’ve violated this Brex Payments Agreement or have engaged in any Prohibited Activities or Restricted Activities, then you’re also responsible for damages to Brex Payments caused by your violation and/or such activities.

If we terminate your use of the Payment Services for any reason, we’ll notify you of such actions. If any funds in your Brex Account are subject to a hold or restriction and that hold or restriction is later removed, we will either send any unrestricted funds to an external account you specify or make such funds available for withdrawal. You will continue to be liable to us for any transactions or obligations, or any losses or expenses we sustain, that are associated with your use of the Payment Services, whether incurred before, during, or after the termination of the Payment Services.

You are responsible for all reversals, chargebacks, claims, fees, fines, penalties, negative balance, and any liability incurred by Brex Payments and its affiliates, or others caused by or arising out of your breach of this Brex Payments Agreement and/or your use of the Payment Services.

Nothing in this section is intended to limit our rights to refuse to provide Payment Services to anyone, at any time, and for any reason consistent with applicable law, in our sole discretion. We retain any and all such rights.

5. Additional Terms

5.1 Governing Law and Jurisdiction

You agree that, except to the extent federal law controls and except as otherwise stated in this Brex Payments Agreement, the laws of the State of Utah, without regard to principles of conflict of laws, will govern this Brex Payments Agreement and any claim or Dispute that has arisen or may arise between you and us.

You and we agree that any claims or Disputes between us that are litigated in court, rather than adjudicated in arbitration pursuant to Section 3.5 of the Brex Platform Agreement, shall be litigated exclusively in the state or federal courts located in Salt Lake County, Utah and you and we consent to the jurisdiction of such courts.

5.2 Limitation of Liability

YOU AGREE THAT YOUR USE OF THE PAYMENT SERVICES IS AT YOUR SOLE RISK. PAYMENT SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAW OR RULES.

ALTHOUGH CONSIDERABLE EFFORT IS EXPENDED TO MAKE PAYMENT SERVICES AVAILABLE AROUND THE CLOCK, WE DO NOT WARRANT THAT THEY WILL BE AVAILABLE AND ERROR FREE AT ALL TIMES WITHOUT FAIL. UNLESS PROHIBITED UNDER APPLICABLE LAW OR RULES, BREX PAYMENTS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, (COLLECTIVELY THE “BREX PARTIES”) ARE NOT LIABLE BY REASON OF DELAYS OR INTERRUPTIONS OF THE SERVICES OR TRANSMISSIONS, OR FAILURES OF PERFORMANCE OF THEIR RESPECTIVE SYSTEMS, REGARDLESS OF CAUSE, INCLUDING THOSE CAUSED BY GOVERNMENTAL OR REGULATORY ACTION, THE ACTION OF ANY EXCHANGE OR OTHER SELF REGULATORY ORGANIZATION, OR THOSE CAUSED BY SOFTWARE OR HARDWARE MALFUNCTIONS..

UNLESS PROHIBITED UNDER APPLICABLE LAW OR RULES AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS BREX PAYMENTS AGREEMENT, YOU UNDERSTAND AND AGREE THAT THE BREX PARTIES WILL NOT BE LIABLE TO COMPANY OR TO THIRD PARTIES UNDER ANY CIRCUMSTANCES, OR HAVE ANY RESPONSIBILITY WHATSOEVER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING TRADING LOSSES, DAMAGES, LOSS OF PROFITS, REVENUE, OR GOODWILL) THAT YOU MAY INCUR IN CONNECTION WITH ITS USE OF THE PAYMENTS SERVICES PROVIDED BY US, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT FORESEEABLE, EVEN IF ANY BREX PARTY HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

TO THE EXTENT APPLICABLE LAW OR RULES PROHIBIT OR RESTRICT ANY OF THE LIMITATIONS OF LIABILITY SET FORTH IN THIS BREX PAYMENTS AGREEMENT, OR ANY PORTION OF THEM, OR A COURT OR ARBITRATOR HOLDS THAT SUCH LIMITATIONS, OR ANY PORTION OF THEM, ARE UNENFORCEABLE FOR ANY REASON, THIS BREX PAYMENTS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN A MANNER THAT LIMITS THE LIABILITIES OF THE BREX PARTIES TO THE GREATEST EXTENT POSSIBLE UNDER APPLICABLE LAWS AND RULES. IN ACCORDANCE WITH FINRA RULE 2268(d), NOTHING IN THIS BREX PAYMENTS AGREEMENT SHALL BE CONSTRUED TO LIMIT THE ABILITY OF ARBITRATORS TO MAKE ANY AWARD IN ACCORDANCE WITH FINRA RULES AND APPLICABLE LAW.

5.3 Force Majeure

Subject to applicable laws and rules, we are not liable for loss caused directly or indirectly by conditions beyond our reasonable control, including Force Majeure events. “Force Majeure” means events that are beyond the reasonable control of a party, including to the following: disasters, extraordinary weather conditions, global pandemics, earthquakes or other acts of God, war, insurrection, riot, labor strikes, terrorist acts, government restrictions, exchange or market rulings, suspension of trading, computer or communication line failure, or failure of market centers or transmission facilities.

5.4 Severability

If any provision of this Brex Payments Agreement is held by a court or arbitrator to be invalid or unenforceable, that provision will be fully severable. In such event: (1) such provision shall be construed and enforced in a manner that reflects the original intentions of the parties as closely as possible and is consistent with applicable law, and (2) the remaining provisions of this Brex Payments Agreement shall remain in full force and effect.

5. Additional Feature Disclosures

5.1 Reimbursements & Repayments

You may use Brex’s reimbursement feature to reimburse Users for their business expenses incurred on your behalf from your Linked Account.

You may use Brex’s repayment feature to facilitate a User to repaying you for the Users’ ineligible expenses incurred on your behalf with the User’s Brex Card, from Users’ own account held at a third-party financial institution.

Brex may partner with third-party financial institutions to effect your Reimbursements and Repayments, in which case Brex may not have control of the funds used for your Reimbursement or Repayment. In those transactions, the funds will be held by one or more third party financial institutions such as Column Bank N.A., and/or Wise US Inc.

Locally-funded Reimbursements offered through Brex are provided by Airwallex (Netherlands) B.V. (EU), Airwallex Pty Ltd. (AU), Airwallex (Hong Kong) Limited (HK), Airwallex UK Limited (UK), Airwallex (Singapore) Pte. Ltd. (SG), Airwallex US, LLC (US), Airwallex (New Zealand) Limited (NZ), or Airwallex Japan 株式会社 (Airwallex Japan Co., Ltd., JP). By conducting locally-funded Reimbursements, you agree to the AWX terms and conditions which can be found here.

For Brazil Residents: Wise Brasil Corretora de Câmbio Ltda. (“Wise”) is an exchange brokerage firm authorized by the Central Bank of Brazil to operate in the Brazilian market, incorporated under CNPJ 36.588.217/0001-01 and with registered office at Avenida Paulista, 2537, Andar 10, Conj 102, Bela Vista, São Paulo - SP, CEP 01311-300. Wise will be responsible to perform FX operations and complete payments to Brazil in accordance with applicable laws and requirements established by Brazilian authorities.

5.2 Bill Pay

You may use Brex’s bill pay feature to make payments to companies or individuals that you select.

Bill Pay includes an invoice scanning feature (“Invoice Scanning”). To use Invoice Scanning, you must send or forward an email to the designated Invoice Scanning email address with the invoice as an attached PDF, PNG or JPG file (or other format as we may authorize in our sole discretion). The email with the attached invoice must come from the same email address with which you log into your Brex Account. Once Brex receives the invoice to the applicable email address, Brex will automatically populate the payment instructions in the bill payment form. You will receive an email from Brex immediately, and it will indicate that the bill payment is ready for your review and payment instruction. You, not Brex, are solely responsible for the accuracy of the payment instructions. Before scheduling the bill payment, you must review the payment instructions to ensure correctness. If any part of the payment instructions is not correct, you can edit the payment instructions form prior to scheduling the bill payment.

Brex may partner with third-party financial institutions to effect your bill payments, in which case Brex may not have control of the funds used for your bill payment. In those transactions, the funds will be held by one or more third party financial institutions such as Column Bank N.A., and/or Wise US Inc.

6. Customer Support

Contact customer support for any questions about Brex Payments or the Payment Services.