Brex Referrals Agreement | Legal

·Referral Program Terms

·Revised November 22, 2021

·These Referral Program Terms, between you and Brex, describe and govern your participation in the Brex Referral Program. This program provides Users the opportunity to direct Referrals to Brex as potential customers using a Referral Link. Your participation in the Referral Program is subject to its terms and conditions. Any capitalized terms used but not defined in Section 8 of these Referral Program Terms have the meaning provided in the Brex Platform Agreement. We may update or replace these Referral Program Terms by posting an updated version to our website.

11. Your Eligibility

·To be eligible to participate in the Referral Program you must abide by these Referral Program Terms and be:

• ·a Brex User on a Brex Account that is maintained in good standing; and
• ·a natural person who is at least 18 years old permitted and legally permitted to receive Referral Credits.

·You are prohibited from participation in the Referral Program if:

• ·you were a User on a Brex Account that was terminated by Brex for any reason;
• ·you are legally or contractually prohibited from receiving Referral Credits;
• ·Brex determines that you violated any provision of these Referral Program Terms, guidelines related to the Referral Program, or other agreement you have with Brex.

22. Eligible Referrals

·Where permitted to participate in this Referral Program, you will be provided one or more Referral Links that can be provided to potential Brex customers. These companies must use your Referral Links to qualify as a Referral. Brex may approve or reject applications submitted by Referrals using any criteria it determines is appropriate whether publicized or not. Referrals will not qualify for Referral Credits if they have or attempted to open a Brex Account at any time, are engaged in activities identified on the Prohibited Activities List, or fail any criteria we establish for approval. If a Referral is submitted by another referrer, you will only receive a Referral Credit if your Referral Link is associated with the application approved by Brex.

33. Referral Links and Referral Credits

·Referral Links may only be used by you in conjunction with this Referral Program. You may not transfer them to a third party or sell or attempt to sell them. Brex may limit access or use of Referral links, or establish maximum Referral Credits, at any time and in its sole discretion. Brex owns all rights in Referral Links and any content or intellectual property associated with it. Brex will provide any earned Referral Credits to you in a manner stated on your referral page (for example, as points attributed to your Brex Account or as a gift card). Brex may withhold Referral Credits that you are otherwise entitled to if we believe that you breached these Referral Program Terms or other agreements with Brex, if you engaged in activity that was illegal or fraudulent, or if we determine that a Referral Credit was provided to you erroneously. You are responsible for all taxes arising from or related to Referral Credits you receive. Brex will not report any income or earnings related to Referral Credits to taxing authorities except where required under law.

44. Restrictions

·As part of this Referral Program, you agree to:

• ·not represent yourself as an employee or agent of or suggest any affiliation or partnership with Brex, or claim to be authorized to speak on behalf of Brex;
• ·not send uninvited messages through any medium (email, phone, fax, social media, etc.); not use automatic dialing apps, scripts, or bots to send messages to third parties; and will at all times comply with applicable laws, including but not limited to CAN-SPAM, TCPA, and state and federal privacy laws;
• ·always send Referral Links as your true self and will not impersonate or claim to represent either real or fictitious third parties, or engage in anything that may be considered unfair, deceptive, or abusive acts or practices (UDAAP) or fraud;
• ·not create or use Referral Links in the context of anything that violates individual rights, promotes violence, hate, or discrimination, or is obscene or offensive;
• ·you will not use name "Brex" or the Brex logo in any public advertising or marketing unless expressly permitted to do so by Brex in writing; and
• ·not infringe the privacy or intellectual property rights of third parties. Violation of this section will result in your termination from the Referral Program and forfeiture of any Referral Credits that you have not already received.

55. Termination

·These Referral Program Terms are effective as of the time you first send or generate a Referral Link and will terminate upon Notice by either you or Brex to the other party. Brex may terminate these Referral Program Terms upon Notice to you at any point in time.

66. Other Legal Terms

·These Referral Terms integrate into the Notice, Governing Law, and Arbitration provisions of the Platform Agreement. Brex's maximum liability to you for direct damages under these Referral Program Terms is limited to the total Referral Credits paid or payable to you in the preceding three-month period. 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. This limitation will apply regardless of the legal theory on which your claim is based. Brex may modify these Referral Program Terms at any time by posting an updated version to our Referrals page.

77. Entire Agreement

·These Referral Program Terms constitute the entire understanding between you and Brex for the subject matter described and no other agreements, representations, or warranties other than those provided in these Referral Program Terms will be binding unless in writing and signed by Company and Brex.

88. Defined Terms

·Capitalized terms in these Brex Referral Terms will have the meaning provided in the Platform Agreement or as defined below:

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

·Referral means a company that has not previously submitted an application for a Brex Account and submits an application for a Brex Account using your Referral Link.

·Referral Program Terms means these Brex Referral Program Terms as amended from time to time.

·Referral Credit means a monetary amount (such as a gift card or other monetary credit) or other benefit conferred by Brex (such as a credit of points to a Brex Account) for a Successful Referral.

·Referral Link means a URL provided by Brex to you that can be provided by you to companies that you wish to refer to Brex.

·Referral Program means the Program described on our website as governed by these Referral Terms.

·Successful Referral means a Referral meets the criteria specified in these Referral Terms and has an application approved by Brex.

·Third-Party Referrers means third parties that are not affiliated with a Brex Account that participate in the Referral Program. And "you" means the natural person executing this agreement or providing Referrals to Brex.