Terms and Conditions for Toast Restaurant Card Business Rewards Program (“Terms and Conditions”)

These Terms and Conditions are for the Toast Restaurant Card Business Rewards Program (the “Business Rewards Program”) offered by Toast, Inc. and are separate and distinct from any other rewards program or promotion that may be offered in connection with your Toast Restaurant Card (“Card”) account from time to time.

1. Definitions. In addition to the defined terms above, the following terms used in these Terms and Conditions have the meanings assigned to them below: 

“Business Rewards” means the percentage of each Eligible Purchase that will be applied to your Card account in the form of a rebate, as set forth in the Rewards Table and subject to these Terms and Conditions. 

“Cardholder Agreement” means your Toast Restaurant Card Program Agreement, between you and Sutton Bank, as it may be updated from time to time. 

“Eligible Purchase” means a purchase of goods or services from a Participating Merchant that you make for commercial purposes using your Card, inclusive of fees, taxes, shipping costs, and similar amounts, subject to any restrictions or terms set forth in the Rewards Table and these Terms and Conditions. “Eligible Purchase” does not include: automated clearing house (ACH) transactions; unauthorized transactions; the purchase, loading or reloading of any prepaid, stored value or gift card or account; use of the Card to fund any deposit account or electronic wallet account; online bill payment transactions; money orders; travelers cheques; any transaction that is not permitted under your Cardholder Agreement; or any purchase made at a time that you are not eligible to participate in the Business Rewards Program (See Section 5). 

“Merchant Credits” means any returns, refunds, reversals, adjustments, transaction error corrections or disputes, chargebacks or other Card account entries involving a Participating Merchant that post to your Card account and reduce the amount of any charge or result in a credit to your Card account. 

“Participating Merchant” means a merchant that participates in the Business Rewards Program and offers Business Rewards. 

“Rewards Table” means the table at the bottom of these Terms and Conditions setting forth the Business Rewards applicable to each Participating Merchant. 

“Toast” means Toast, Inc. together with its affiliates (where applicable). 

“You” and “Your” means the commercial entity that is the cardholder of the Card. 

2. How to earn Business Rewards. Subject to these Terms and Conditions, you will earn Business Rewards if you make Eligible Purchases with your Card at Participating Merchants in accordance with these Terms and Conditions. Please see the Rewards Table for a list of Participating Merchants, any criteria in addition to those set forth in the rest of these Terms and Conditions that must be satisfied for a purchase at each Participating Merchant to be deemed an Eligible Purchase, and the amount of Business Rewards that you will earn for each Eligible Purchase, expressed as a percentage of the dollar amount of each Eligible Purchase. Business Rewards are not considered

earned, credited to you or otherwise available for your use until such time as they are credited to your Card account as reflected in your Card account transaction history as a deposit to your Card account. Until Business Rewards are credited to your Card account, as reflected in your Card account transaction history as a deposit to your Card account, Business Rewards have no cash value, are not your property, do not belong to you, and you may not sell or otherwise transfer Business Rewards (including upon death, bankruptcy or as part of a domestic relations matter). We may require you to provide additional information to verify your eligibility for Business Rewards or the details of a Card purchase, and you will not receive Business Rewards if you do not provide the requested information within the required timeframe. 

3. How Business Rewards are calculated. By the end of each calendar month, Toast will calculate the total amount of Eligible Purchases that posted to your Card account during the previous month, subtract any Merchant Credits in such previous month, multiply the resulting difference by the applicable Business Rewards percentage reflected in the Rewards Table, and, if positive, credit the resulting amount to your Card account. If the resulting amount is negative, Toast may debit your Card account in an amount equal to the absolute value of such negative balance. By participating in the Business Rewards Program or using your Card, you authorize Toast or its banking and processing partners to debit your Card account in such amount. 

4. Changes to the Business Rewards Program; Termination of Participating Merchants. Toast reserves the right to make changes to the Business Rewards Program, add to or change these Terms and Conditions (including the Rewards Table), terminate the Business Rewards Program, and add or remove a Participating Merchant at any time without prior notice to the extent allowed by law, which may result in unredeemable Business Rewards. In the event that a Participating Merchant ceases to participate in the Business Rewards Program, provided the requirements under Section 2 are met, you will receive Business Rewards for Eligible Purchases made from that Participating Merchant that post to your Card account prior to the effective date of termination. This means that your purchases from a merchant may not be deemed Eligible Purchases once the merchant ceases to be a Participating Merchant. The list of Participating Merchants in Toast Web will be updated when a merchant ceases to be a Participating Merchant. Please check Toast Web prior to making a purchase for a list of Participating Merchants to ensure that your purchase will be deemed an Eligible Purchase. 

5. Eligibility. Except as otherwise stated in these Terms and Conditions, you will be eligible to participate in the Business Rewards Program upon activating your Card and for as long as your Card account remains open, is active, has not been reported lost or stolen, and is available for you to make purchases. Toast, in its sole discretion, reserves the right to determine your eligibility to participate in the Business Rewards Program. We may require you to provide additional information to verify your eligibility for Business Rewards or the details of a Card purchase, and you will not receive Business Rewards if you do not provide the requested information within the required timeframe. Toast, in its sole discretion, may determine that you are not eligible to receive Business Rewards if, at any time between and including the date of the Eligible Purchase and the date as of which Business Rewards would be credited to your Card account, the Card account is frozen, suspended, restricted, carries a negative balance, has a returned payment outstanding or otherwise is not open or not in good standing, or if you are in breach of your Cardholder Agreement or any other agreement with Toast. If your Card account is restored to good standing, Toast, in its sole discretion, may choose to credit your Card account with any Business Rewards that otherwise would have been credited at an earlier time had your Card account been in good standing at such time. If Toast determines in its sole discretion that your Card account has experienced actual or attempted suspicious, fraudulent, abusive, gaming or unusual activity, including unusual return or refund activity, or that you otherwise have engaged or attempted to engage in conduct not in compliance with the Cardholder Agreement, we may take any remediation steps we deem appropriate, including (1) deeming you ineligible to participate in the Business Rewards Program and any other rewards or promotional program that may be offered in connection with your Card at any time, and/or (2) deeming any Business Rewards you have received to be forfeited by you and debiting your Card account up to the amount of any Business Rewards you have received. By participating in the Business Rewards Program or using your Card, you authorize Toast or its banking and processing partners to debit your Card account in such amount. 

6. Governing Law. The Business Rewards Program and these Terms and Conditions will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law rules (whether of the Commonwealth of Massachusetts or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts. You consent to the jurisdiction and venue of the federal, state, and local courts located in the Commonwealth of Massachusetts. 

7. Indemnification; Limitation of Liability. By participating in the Business Rewards Program, you agree to release and hold harmless Toast, its subsidiaries, and affiliates, Sutton Bank, each Participating Merchant, and each of the foregoing party’s respective officers, directors, employees, and agents (the “Released Parties”) from and against any claim or cause of action arising out of participation in the Business Rewards Program or receipt or use of the Business Rewards. You further agree that in any cause of action, the Released Parties shall not be liable for: (a) late, lost, delayed, stolen, or misdirected Business Rewards, (b) incomplete, unreadable, inaccurate, unintelligible, lost, or misdirected communications, (c) malfunction, failure, or unauthorized access of any communication system, software, or hardware used to provide the Business Rewards Program, (d) any injuries, losses or damages of any kind resulting from acceptance, receipt or use of any Business Rewards, or from participation in the Business Rewards Program, or (e) any printing, typographical, administrative or technological errors in any websites or materials associated with the Business Rewards Program. Toast will not, under any circumstances, be responsible or liable, directly or indirectly, for any goods or services purchased at a Participating Merchant or other third-party merchant or for any harm, damages or loss in connection with or caused by goods or services purchased at a Participating Merchant or other third-party merchant or your reliance on the content, website, or business practices of a Participating Merchant or other third-party merchant. You waive the right to claim any damages whatsoever, including, but not limited to, direct, punitive, consequential or indirect damages. To the extent that any such waiver of claims, damages or liability is prohibited by law or determined to be unenforceable for any reason in your jurisdiction, you agree that Toast’s total and cumulative liability for damages arising out of and/or in connection with the Business Rewards Program and these Terms and Conditions shall in no event exceed the average monthly amount of Business Rewards paid to you by Toast during the six (6) month period immediately preceding the date of the applicable claim for relief or, if less than six (6) months, the period from the date on which you first became eligible for Business Rewards as determined by Toast pursuant to Section 5 through the date of the applicable claim for relief. The Business Rewards Program is provided on an “as is” and “as available” basis, and without warranties of any kind, either expressed or implied, including without limitation warranties of non-infringement of third party rights, title, merchantability, fitness for a particular purpose and freedom from computer virus or other harmful components. All Participating Merchant locations or other third-party merchant locations (physical or Internet-based) where you make or attempt to make Eligible Purchases or other Card purchases are the property of the merchant and Toast does not take any responsibility for any content, services, products or activities conducted at such locations. Toast does not endorse or guarantee the products or services of third-party merchants, including Participating Merchants. Toast does not sell or provide any goods or purchases in connection with Eligible Purchases or other Card purchases at third-party merchants and all payments are made directly to the merchant when you pay in full at the time of purchase. 

8. Disputes. Disputes regarding the Business Rewards Program, including a dispute regarding the amount of Business Rewards you earned or these Terms and Conditions should be submitted in writing to Toast, Inc., Attn: Issuing, 401 Park Drive, Suite 801, Boston, MA 02215. Disputes regarding the amount of Business Rewards that you earned must be submitted within 10 days of the date as of which the applicable Business Rewards have posted to your Card account (or, if Business Rewards associated with an Eligible Purchase did not post to your Card account, then by no later than 60 days following such Eligible Purchase). If you do not properly notify us in this timeframe, we will have no obligation to you to adjust or correct any error. Disputes associated with the Business Rewards Program are not treated as disputes under the Cardholder Agreement. Toast reserves the right to resolve disputes in its sole discretion, and its decision regarding Business Rewards disputes shall be final. 

9. Communications. You agree that we may communicate with you about the Business Rewards Program, using electronic means or otherwise, at the contact information associated with your Card account. 

10. Severability; Waivers. You agree that the provisions of these Terms and Conditions are separate and severable from each other, meaning that if any provision is stayed or determined to be invalid, the other provisions remain in effect. No provision of these Terms and Conditions is deemed to be waived unless Toast expressly tells you in writing that it is waived in a specific instance, and any such express waiver applies solely to that provision and solely to that instance. 

11. Program Offered By Toast. The Business Rewards Program is offered by Toast and is not associated with Sutton Bank. For questions about your Business Rewards, contact Toast customer service at 617-682-0225. For all questions or customer service inquiries about a third-party merchant Internet-based or physical location, products or services, please contact the merchant directly. Toast Restaurant Cards are issued by Sutton Bank, Member FDIC, pursuant to license by Mastercard International Incorporated. 

12. Privacy. All personal information collected by Toast in connection with the Business Rewards Program will be treated in accordance with Toast’s privacy statement located at: https://pos.toasttab.com/privacy, and as otherwise necessary to carry out the Business Rewards Program. Toast is not responsible for the privacy practices of Participating Merchants. For questions about a Participating Merchant’s privacy practices, you should contact the applicable Participating Merchant. 

Rewards Table: In the event of any conflict between this Rewards Table and any other materials made available by Toast via ToastWeb or otherwise from time to time, or between this Rewards Table and any materials made available by a Participating Merchant or other third party from time to time, this Rewards Table shall control.

Participating Merchant

Eligible Purchase

Amount of Business Rewards

BHB Pest Control

Any purchase using your Toast Restaurant Card at the Participating Merchant. 

5% of each Eligible Purchase

Draft Choice

Any purchase using your Toast Restaurant Card at the Participating Merchant. 

3% of each Eligible Purchase

Done Right Hood & Fire Safety

Any purchase using your Toast Restaurant Card at the Participating Merchant. 

5% of each Eligible Purchase

First Round Draught

Any purchase using your Toast Restaurant Card at the Participating Merchant. 

5% of each Eligible Purchase

Hedley & Bennett

Any purchase using your Toast Restaurant Card at the Participating Merchant. 

5% of each Eligible Purchase

Kitchen Services

Any purchase using your Toast Restaurant Card at the Participating Merchant. 

7% of each Eligible Purchase

Lobster Place

Any purchase using your Toast Restaurant Card at the Participating Merchant. 

2% of each Eligible Purchase

OctoCog Marketing & Design

Any purchase using your Toast Restaurant Card at the Participating Merchant. 

15% of each Eligible Purchase

Restaurant Supply

Any purchase using your Toast Restaurant Card at the Participating Merchant. 

5% of each Eligible Purchase

Science on Call

Any purchase using your Toast Restaurant Card at the Participating Merchant. 

10% of each Eligible Purchase

Shoutcome Digital Marketing

Any purchase using your Toast Restaurant Card at the Participating Merchant. 

15% of each Eligible Purchase