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Brex Rewards Agreement

Revised 10.30.2018

This Rewards Agreement is between Company and Brex describes and governs how a Company holding a Brex Account may accrue, earn, and redeem Points or Rewards. You are automatically enrolled in the Rewards Program by opening and maintaining a Brex Account in good standing. Capitalized terms used in this Rewards Agreement have the meaning provided in Section 4 or as defined in the Platform Agreement. We may update or replace this Rewards Agreement with you by posting an updated version to our legal page.

0. Overview

This Rewards Agreement is organized into the following sections:

Section 1 describes the how you may accrue Points, earn Rewards, and redeem Points for Rewards or receive benefits through your Brex Account.

Section 2 describes the conditions that you must satisfy to continue to have access to the Rewards Program as well as other terms applicable your participation in the Rewards Program.

Section 3 describes a description of our and your liabilities and how disputes will be resolved, and information on how we will provide Notices to you. THIS SECTION ALSO INCLUDES YOUR WAIVER TO CONSOLIDATED OR CLASS ACTIONS AND YOUR AGREEMENT TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION, SO PLEASE READ IT CAREFULLY.

Section 4 includes the capitalized, defined terms used in this Rewards Agreement.

You may only participate in the Rewards Program if you accept all of the terms and conditions of this Rewards Agreement.

1. The Rewards Program

1.1 Accruing Points and Earning Rewards

You may accrue Points or earn Rewards under the Rewards Program through use of your Brex Account, including bona fide purchases with Cards or taking actions on your Brex Account that we specify from time to time. The specific Points you may accrue or Rewards you may earn are described on our website. Brex may determine when, how, and under what conditions you accrue Points or earn Rewards, we may change these determinations or conditions at any time and may put limits on or exclude accrual of Points in certain purchasing categories. We may also make Multipliers available for purchasing categories, and may set, change, or eliminate Multipliers at any time. Points accrual may be netted against transaction reversals (such as refunds or chargebacks) or where we determine, in our sole discretion, that the conditions required for accrual of Points were not satisfied. If this results in a negative Point balance, we may subtract a proportionate number of Points from existing Points balances or any future Points that would otherwise accrue to your Brex Account.

1.2 Redeeming Points

We display Company’s Points, redemption options, and earned Rewards in your Brex Account. You may only redeem Points through your Brex Account and the value of Rewards or Points to you will vary depending on how authorized Users elect to redeem them. We or Third-Party Service Providers may condition when and how you can redeem Points for Rewards or how you may earn Rewards. For example, a Third-Party Service Provider may limit use of a Reward for their products or services to their existing customers or require use of a Reward before a specific date.

We may limit use of Points or redemption of Rewards to specific authorized Users. Brex is not responsible for and will not police the use of Points or redemption of Rewards by Users. You are solely responsible for any actions taken by Users to use Points or redeem Rewards, even if such use violates Company’s policies or rules, industry practice, ethics, or laws applicable to your specific business.

1.3 Restricted Rewards

Restricted Rewards may only be available to a subset of Brex customers or in limited quantities. For example, a Reward may provide specific Users the option to attend an event with a limited number of seats. Where a Restricted Reward is made available to you, your redemption options will depend on whether you satisfy the conditions required before the specific Restricted Reward is exhausted. You are not guaranteed any access to any Rewards that are limited in number or conditioned on satisfying specific requirements, even if the exact number of redemption options or requirements are not communicated to you.

1.4 Privacy

Users may be required to provide personal information to redeem Points for Rewards, which may be provided to third parties. Users who redeem Rewards provided by Third-Party Services Providers consent to Brex providing personal information for these purposes. Please review our privacy policy and contact us if you have any questions.

2. Participation in the Program

2.1 Requirements for Participation; Restrictions

In order to participate in the Rewards Program your Brex Account must be continuously in good standing, you must maintain a Linked Account, and all Users accruing Points must be affiliated with the Company. You may be disqualified from participating in the Rewards Program if you fail to pay amounts you owe when requested by Brex, misuse Cards or Services, engage in self-dealing (such as using Cards to pay for products or Services provided by the Company or its affiliates) or other prohibited business activity, breach policies or other agreements with Brex, or attempt to otherwise game or misuse the Rewards Program. Where we determine, in our sole discretion, that Company no longer satisfies the requirements for participation in the Rewards Program, we may disqualify you and you may forfeit any Points that you have earned.

2.2 Rewards Tiers

We may establish multiple Rewards Tiers with separate criteria for participation, and with distinct benefits, such as access to Restricted Rewards or different Multipliers. While we may publicize certain requirements for participation in a Rewards Tier, we will ultimately make independent evaluations as to whether Company or a given User qualifies for a given Reward Tier. We may use any information that you make provide to Brex or that we have access to when determining qualification for a Rewards Tier and may not disclose all of the factors taken into consideration when making a determination. Please contact us if you believe that you qualify for a specific Rewards Tier.

2.3 Points are not Property

Points and Rewards are not the property of either the Company or any User. You will lose them if your Brex Account is closed or if Brex determines in its sole discretion that you are not entitled to them. We may void any Points or Rewards if we determine that you have violated this Rewards Agreement, the Platform Agreement, or any policy or agreement between you and Brex, or Points or Rewards were provided to you in error or in violation of our policies.

You cannot transfer Points or Rewards to any third parties or other Brex Accounts, even to a Brex Account that is has the same ownership or control, such as a subsidiary or affiliate. Attempts to transfer Points or Rewards whether by operation of law or by contract, such as a security agreement between you and a third party or through insolvency or bankruptcy, are void and you will immediately forfeit the Points or Rewards applicable to you Brex Account.

3. Additional Terms

3.1 Term and Termination

This Rewards Agreement is effective when Brex approves your application and is coterminous with the Platform Agreement. Brex may also terminate the Rewards Program at any time.

Sections 1.4 (Privacy), 2 (Participation in the Program), 3 (Additional Terms), and 4 (Defined Terms) and any other provisions of this Agreement giving rise to continued obligations of the parties will survive termination of this Rewards Agreement.

3.2 Notice and Communication

This Rewards Agreement is subject to the Notice provisions of the Platform Agreement.

3.3 Limitation of Liability

Our maximum liability to you for direct damages under this Rewards Agreement is limited to the lesser of any amounts paid by you to Brex for Rewards in the three months preceding the event that is the basis of your claim or $100. Brex is not liable to you for consequential, indirect, special, or punitive damages, lost profits or revenue whether or not you advised us of their possibility. These limitations will apply regardless of the legal theory on which your claim is based.

3.4 Representations and Warranties

You represent and warrant that Company is and will continuously throughout this Rewards Agreement be duly organized and in good standing under the laws of its jurisdiction of incorporation, and that you and your Users will not engage in activities prohibited by this Rewards Agreement.

3.5 Disclaimer of Warranties by Brex

THE REWARDS PROGRAM IS PROVIDED TO YOU AS IS. BREX DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NOTHING IN THIS REWARDS AGREEMENT WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY TO YOU.

REWARDS PROVIDED BY THIRD PARTIES ARE NOT PROVIDED OR CONTROLLED BY BREX. BREX DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING OUT OF, RELATED TO OR RESULTING FROM FAILURES OR LOSSES CAUSED BY SUCH REWARDS OR THEIR FULFILLMENT BY THIRD PARTIES.

BREX DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT: (A) POINTS OR REWARDS WILL PROVIDE ANY VALUE OR BENEFIT TO COMPANY OR USERS; (B) REWARDS FULFILLED BY THIRD PARTIES WILL BE PROVIDED IN THE MANNER DESCRIBED; (C) ANY ERRORS OR DEFECTS IN THE REWARDS PROGRAM WILL BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.

3.6 Indemnification

You agree to indemnify and defend Brex (including our affiliates, employees, contractors, and any third parties that fulfill Rewards) against losses that result from, arise out of, or are related to claims, proceedings, suits, or actions brought by or initiated against Brex by any third party due to your breach of this Rewards Agreement, or a User’s breach of obligations owed under this Rewards Agreement or any other agreements with Brex; for acts or omissions of Administrators, Users, or other Company employees or agents; or for disputes between Company and third parties that fulfill Rewards.

3.7 Governing Law and Venue

This Rewards Agreement is subject to the governing law and venue provisions of the Platform Agreement.

3.8 Binding Arbitration

The parties agree to resolve all disputes arising under or in connection with this Rewards Agreement in the manner provided in the Platform Agreement. Any arbitration or other legal proceeding under this Rewards Agreement will only be on an individual basis. Neither party may form with other arbitrators or parties to form a Consolidated Action. Each party waives its rights to participate in a Consolidated Action against the other party.

3.9 Taxes

Company is solely responsible for any taxes arising from or related to any accrued Points or earned Rewards. Brex will not report any income or earnings related to Points or Rewards to a taxing authority, except where expressly required under by law.

3.10 Assignment

Brex may assign, pledge, or otherwise transfer this Rewards Agreement or its rights and powers under this Rewards Agreement without providing Notice to you. Any such assignee will have all rights as if originally named in this Rewards Agreement instead of Brex. Company may not assign this Rewards Agreement or rights provided, or delegate any of its obligations without Brex's express written consent.

3.11 Headings and Interpretation

Except where otherwise specified, all references to sections or provisions refer to this Rewards Agreement or the applicable incorporated terms. The phrases including, for example, or such as do not limit the generality of the preceding provision; the word _or_ will be read to mean either… or… or any combination of the proceeding items; and provisions listing items and using and require all listed items.

This Rewards Agreement, including incorporated terms, comprises the entire understanding of the parties with respect to the subject matter described and supersedes all other proposals or previous understandings, written or oral, between the parties. In the event that the Platform Agreement is terminated, this Rewards Agreement will immediately terminate.

3.12 Changes to this Rewards Agreement

We may modify this Rewards Agreement or provide another agreement governing your use of the Points or Rewards or any portion of them by providing you Notice. Any waiver, modification, or indulgence that we provide to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under this Rewards Agreement for any other or future acts, events, or conditions. Further, any delay by Brex in enforcing our rights under this Rewards Agreement does not constitute forfeiture of such rights.

3.13 Entire Agreement

This Rewards Agreement constitutes the entire understanding between Company and Brex for the subject matter described and no other agreements, representations, or warranties other than those provided in this Rewards Agreement will be binding unless in writing and signed by Company and Brex.

4. Defined Terms

Capitalized terms in this Brex Rewards Agreement will have the meaning provided in the Platform Agreement or as defined below:

Multipliers means any promotion provided by Brex that applies more than one Point per dollar spent for specific types of transactions on Cards, as determined by Brex. For example, Brex may provide a promotion that provides two Points per dollar for Card

Platform Agreement means the Brex Platform Agreement that can be found here.

Point means a unit that may be accrued or earned in a manner defined by Brex. Points have no monetary value, are not property, may not be transferred, and may only be redeemed for Rewards through your Brex Account as permitted by Brex.

Reward means a credit, discount, or other benefit conferred by Brex through participation in the Rewards Program either through redemption of Points or utilization of other offers provided through your Brex Account. A Restricted Reward means any Reward that is available for a limited time, in a limited quantity, to a certain Rewards Tier, or otherwise in time, scope, or to a subset of Brex customers.

Rewards Agreement means this Brex Rewards Agreement as amended from time to time.

Rewards Program means the program described at https://brex.com/rewards as governed by this Rewards Agreement.

Rewards Tier means a status designated by Brex that may include additional benefits, access to exclusive Rewards, or specific Multipliers.