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Brex User Agreement

Revised 06.06.2018

This User Agreement is between you and Brex Inc. and governs your use of the Cards and Services under the Platform Agreement entered into between Brex and Company. Capitalized terms used in this User Agreement have the meaning provided below in Section 16.

References to Company refer to the Company responsible for managing the Cards provided to you and Company’ s associated Brex Account used to manage Cards on your behalf. By using the Cards and Services available to you under a Brex Account, you consent to this User Agreement and to receive all communications from Brex electronically as described in this Agreement. We may update or replace this User Agreement with you by posting an updated version to our legal page.

SECTION 10 ALSO INCLUDES YOUR WAIVER TO CONSOLIDATED OR CLASS ACTIONS AND YOUR AGREEMENT TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION IN THE MANNER CONSENTED TO BY THE COMPANY UNDER THE PLATFORM AGREEMENT. PLEASE READ THIS CAREFULLY AND ONLY CONSENT TO THIS USER AGREEMENT IF YOU UNDERSTAND AND AGREE TO THIS PROVISION.

1. Use of Cards and Services, Statements

Prior to using Cards on behalf of a Company, you will need an Administrator to add you as an authorized User and provide you access to the Brex Account. As a User on a Brex Account, you are required to provide information about yourself—including your name, your email address, and your phone number—as well as create login credentials. We may also ask you to provide information that we may use to verify your identity, as well as additional information that we may require to permit you to use or continue to use Cards or Services.

You may only use Cards and Services for bona fide business purposes, such as making purchases on behalf of Company; you are prohibited from using Cards or Services for personal, household, or any other purpose unrelated to Company’s business. You are also prohibited from using Cards for the benefit of any individual, organization, or country where it is prohibited by US law or whose activities are identified on our Prohibited Activities List that we may update from time to time.

2. Securing and Monitoring your Cards

You will keep Cards and your login credentials secure and will immediately notify your Administrator or Brex if you know or believe Cards or your login credentials have been compromised or stolen or may be misused. We may suspend your access to Services or Cards if we believe your Card or login credentials have been compromised, or if not doing so poses a risk to you, Company, Brex, or any third parties.

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 or Brex.

3. Communicating with You, Text and Mobile Messages

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 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 this will limit the use of certain Services and may increase the financial risks to the 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.

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 this User Agreement 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 this User Agreement. This license terminates upon termination of the Platform Agreement or this User Agreement unless terminated earlier by us.

Beta Services may be made available to you. 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 us.

5. Privacy and Use of Data

We may use any Personal Data you or Company provides to us for evaluating risk and deterring fraud, evaluating your eligibility to utilize the Cards or Services, internal reporting and analysis, and for any other purposes you or Company authorize or direct. Please review more details on our collection, use, and handling of Personal Data as described in our Privacy Policy and contact us if you have any questions.

Brex and Third-Party Service Providers, Issuers and the Card Networks collect Personal Data and Usage Data through your use of the Services and Cards. We may use this data to provide Services to you and to assist in underwriting, identification verification, internal reporting and analysis, fraud prevention, dispute resolution, development of products and services, and as otherwise directed by you or Company. We may share this data with services providers and other third parties to provide Services and Cards, or as required by law or Third-Party Service Providers.

6. Term and Termination

Brex may terminate this User Agreement, or 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.

Sections 4 (Ownership Brex Property, Feedback), 5 (Privacy and Use of Data), 6 (Term and Termination), 7 (Limitation of Liability), 9 (Governing Law, Venue, and Dispute Resolution), 9 (Legal Process), and 10 (Assignment); and any other provisions of this Agreement giving rise to continued obligations of the parties will survive termination of this this User Agreement.

7. Limitation of Liability

The Brex Account is opened by and for the benefit of the Company. All Disputes related to your use of Services or Cards must be brought by the Company. Brex is not liable to you for any direct, consequential, indirect, special, or punitive damages, lost profits, or revenue whether or not you advised us of their possibility. These limitations apply regardless of the legal theory on which your claim is based.

8. Governing Law, Venue, and Dispute Resolution

This User Agreement will be construed, applied, and governed by the laws of the State of California exclusive of its conflict or choice of law rules except to the extent that US Federal law controls. Subject to this, all Disputes will be resolved in the manner described in the Platform Agreement between Company and Brex.

We may respond to and comply with any legal order we receive related to your use of the Services, including subpoenas or warrants. We are not responsible to you for any losses you incur due to our response to such legal order. We may take any actions we believe are required of us under legal orders, including holding funds or providing information as required by the issuer of the legal order. Where permitted, we will provide you reasonable Notice that we have received such an order.

10. Assignment

Brex may assign, pledge, or otherwise transfer this User Agreement or its rights and powers under this User Agreement without providing you Notice. Any such assignee will have all rights as if originally named in this User Agreement instead of Brex. You may not assign this User Agreement or rights provided, or delegate any of obligations.

13. Headings and Interpretation

Except where otherwise specified, all references to sections or provisions refer to this User Agreement or the applicable exhibit. The phrases including, for example, or such as do not limit the generality of the preceding provision; the word _or_ means either… or…; and provisions listing items and using and require all listed items.

This User Agreement, including incorporated agreements, 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. Brex may modify or amend this User Agreement upon Notice to you.

14. Changes to this User Agreement

We may modify this User Agreement or provide another agreement governing your use of Services and Cards or any portion of them by providing you Notice. Your continued use of Services or Cards constitutes your consent to the revised User Agreement.

Any waiver, modification, or indulgence that we provide to you or 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 User Agreement for any other or future acts, events, or conditions. Further, any delay by Brex in enforcing rights under this User Agreement does not constitute forfeiture of such rights.

15. Entire Agreement

This User Agreement, including the terms incorporated from the Platform Agreement, constitutes the entire understanding between you and Brex for the subject matter described and no other agreements, representations, or warranties other than those provided in this User Agreement will be binding unless in writing and signed by Cardholder and Brex.

16. Defined Terms

Capitalized terms used in this User Agreement are defined as follows:

  • Administrator means the authorized signer for Company that is authorized to manage the Brex Account.

  • Beta Services means beta or pre-release products or services that may contain features and functionality that are incomplete or subject to substantial change or discontinuation.

  • Brex or we means Brex Inc.

  • Brex Account means the corporate account maintained by Company to access Services including reviewing expenses and managing Cards.

  • Brex Property means the Services and related technology; Brex Data (as defined in the Platform Agreement); and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property incorporated into each of the foregoing.

  • Cards means physical or virtual payment cards issued by an Issuer and managed through Company’s Brex Account.

  • Card Networks means the payment card networks including Visa or Mastercard.

  • Company means the company that applies for the Services, opens and maintains a Brex Account, and that authorizes Users to access and use the Services.

  • Consolidated Action means class arbitrations, class actions, or other action brought between multiple parties based on the same or similar legal claims, or the same or similar facts.

  • Dispute means any dispute, claim, or controversy arising from or relating to this User Agreement or the Platform Agreement.

  • Feedback means all feedback, suggestions, ideas, or enhancement requests you submit to us.

  • Issuer means the bank that is a member of the Card Network indicated on Cards and is responsible for issuing the Cards to the Company.

  • Notice means any physical or electronic communication or legal notices related to this User Agreement or the Platform that are provided to you through text or SMS, email, your Brex Account, or by other means.

  • Periodic Statement means the periodic statements identifying transactions and amounts owed or credited to the Brex Account during each billing cycle.

  • Platform Agreement means the Platform Agreement between Brex and Company, as amended.

  • Personal Data means data that identifies or could be reasonably used to identify a natural person.

  • Prohibited Activities List means the list of prohibited businesses and activities posted to our website and updated from time to time that may render Company ineligible for a Brex Account.

  • Services means the expense and corporate card management services and other services provided by Brex through your Brex Account.

  • Third-Party Services means services and data provided by third parties connected to or provided through Services.

  • Third-Party Service Provider means an affiliate or other third party that assists us in providing the Services to you, that supports our internal operations, or that provides other services related or connected to, or provided through the Services and a Brex Account.

  • Usage Data means information we collect when you visit our website and use the Services and Cards, and that may contain Personal Data.

  • User or you means the employee, contractor, agent, or other person executing this User Agreement who is authorized by Company to use Services or Cards under a Brex Account.

  • User Agreement means this User Agreement as amended.