Uber x Toast Joint Offer: Promotional Terms & Conditions

These terms and conditions (“Terms”) govern the below joint offer made by Uber Canada Inc ("Uber") and Toast Canada, Inc. ("Toast") (together, the "Parties") to eligible merchant customers in Canada (all provinces excluding Quebec) (the "Promotion"). This Promotion shall take effect upon publication and shall run until terminated by either Toast or Uber. Any such termination shall not affect promotions already applied to a fully executed agreement prior to the effective date of such termination. These Terms are based on and reflect a business-to-business transactional relationship. 

Eligibility. The Promotion is available to eligible SMBs (as defined herein) that satisfy the requirements of one of the categories set out below and that (as applicable to the relevant category): (a) execute a Toast Merchant Agreement Initial Order Form with Toast (which includes certain terms and conditions for access to Toast's products and services) (the "Toast Merchant Agreement"); and/or (b) execute certain terms and conditions with Uber for access to Uber (an "Uber Eats Agreement"). "SMB" shall mean a merchant customer with fewer than fifteen (15) restaurant locations and that signs up for Toast through Toast's small and midsize business channels. Toast shall determine whether a customer is considered an SMB in its sole discretion. 

"New Joint Customers" are eligible SMBs that (i) do not currently utilise products and services provided by Toast or by Uber, (ii) are referred by Toast to Uber or by Uber to Toast, and (iii) execute both a Toast Merchant Agreement and an Uber Eats Agreement.

Upon satisfaction of such requirements, each New Joint Customer will receive the following, subject to the terms and conditions set forth herein as well as in the Toast Merchant Agreement and the Uber Eats Agreement:

(a) A one-time discount of up to CAD $4,000 on Toast hardware ("Hardware"), provided that the New Joint Customer purchases a minimum of CAD $4,000 worth of Hardware. (b) A one-time software promotion entitling the New Joint Customer to receive the first six (6) months free of charge (subscription fee only) for each of the following Toast software modules purchased and included in the Toast Merchant Agreement: (i) one of either Toast Online Ordering or Toast Online Ordering Pro (as selected by the customer), and (ii) the Toast Uber Eats Integration (each, a "Software Module"). This is not a free trial. This promotion will expire six (6) months after the start of the relevant subscription. Following the promotion period, the applicable subscription fee shall be the full quoted price per month until the end of the term as defined in the Toast Merchant Agreement. Other fees, including but not limited to Uber delivery charges, still apply.

(d) Waived Uber marketplace fee for sales of items on Uber Eats for one (1) month after signing up for Uber Eats as a New Joint Customer (after such period, the marketplace fee will increase to the then-current rate charged by Uber, which as of the date of this Promotion is 30% of total value).

(e) CAD $750 in credits toward sponsored listings and merchant-funded offers to Uber Eats customers (applied as a percentage off fees or charges due to Uber, only upon redemption by customer, and persisting for a 3 month period).

"New Toast Customers" are eligible SMBs that (i) currently utilise products and services provided by Uber under an existing Uber Eats Agreement, (ii) do not currently utilise products and services provided by Toast, (iii) are referred by Toast to Uber or by Uber to Toast, and (iv) execute a Toast Merchant Agreement.

Upon satisfaction of such requirements, each New Toast Customer will receive the following, subject to the terms and conditions set forth herein as well as in the Toast Merchant Agreement and the Uber Eats Agreement:

(a) A one-time discount of up to CAD $4,000 on Hardware, provided that the New Toast Customer purchases a minimum of CAD $4,000 worth of Hardware. 

(b) A one-time software promotion entitling the New Toast Customer to receive the first six (6) months free of charge (subscription fee only) for each of the following Software Modules purchased and included in the Toast Merchant Agreement: (i) one of either Toast Online Ordering or Toast Online Ordering Pro (as selected by the customer), and (ii) the Toast Uber Eats Integration. This is not a free trial. The promotion will expire six (6) months after the start of the relevant subscription. Following the promotion period, the applicable subscription fee shall be the full quoted price per month until the end of the term as defined in the Toast Merchant Agreement. Other fees, including but not limited to Uber delivery charges, still apply.

(d) CAD $250 in credits toward sponsored listings and merchant-funded offers to Uber Eats customers (applied as a percentage of fees or charges due to Uber, only upon redemption by customer, and persisting for a 3 month period).

"New Uber Customers" are eligible SMBs that (i) currently utilise products and services provided by Toast under an existing Toast Merchant Agreement, (ii) do not currently utilise products and services provided by Uber, (iii) are referred by Toast to Uber or by Uber to Toast, and (iv) execute an Uber Eats Agreement.

Upon satisfaction of such requirements, each New Uber Customer will receive the following, subject to the terms and conditions set forth herein as well as in the Toast Merchant Agreement and the Uber Eats Agreement:

(a) A one-time software promotion entitling the New Uber Customer to receive the first six (6) months free of charge (subscription fee only) for each of the following Software Modules purchased and included in the Toast Merchant Agreement: (i) one of either Toast Online Ordering or Toast Online Ordering Pro (as selected by customer), and (ii) the Toast Uber Eats Integration. This is not a free trial. The Promotion will expire six (6) months after the start of the relevant subscription. Following the Promotion period, the applicable subscription fee shall be the full quoted price per month until the end of the term as defined in the Toast Merchant Agreement. Other fees, including but not limited to Uber delivery charges, still apply. This software promotion does not apply to any Software Module that the customer has already purchased under an existing Toast Merchant Agreement. To qualify, the customer must purchase a net new subscription to the relevant Software Module.

(b) Waived Uber marketplace fee for sales of items on Uber Eats for one (1) month after signing up for Uber Eats as a New Uber Customer (after such period, the marketplace fee will increase to the then-current rate charged by Uber which as of the date of this Promotion is 30% of total value).

(c) CAD $750 in credits toward sponsored listings and merchant-funded offers to Uber Eats customers (applied as a percentage off fees or charges due to Uber, only upon redemption by customer, and persisting for a 3 month period).

"Existing Joint Customers" are eligible SMBs that (i) currently utilise products and services provided by both Toast (under a Toast Merchant Agreement) and Uber (under an Uber Eats Agreement), but (ii) do not currently have the Toast Uber Eats Integration active.

Upon satisfaction of such requirements, each Existing Joint Customer will receive the following, subject to the terms and conditions set forth herein as well as in the Toast Merchant Agreement and the Uber Eats Agreement:

(a) A one-time software promotion entitling the Existing Joint Customer to receive the first six (6) months free of charge (subscription fee only) for each of the following Software Modules purchased and included in the Toast Merchant Agreement: (i) one of either Toast Online Ordering or Toast Online Ordering Pro (as selected by customer), and (ii) the Toast Uber Eats Integration. This is not a free trial. This promotion will expire six (6) months after the start of the relevant subscription. Following the promotion period, the applicable subscription fee shall be the full quoted price per month until the end of the term as defined in the Toast Merchant Agreement. Other fees, including but not limited to Uber delivery charges, still apply. This software promotion does not apply to any Software Module that the customer has already purchased under an existing Toast Merchant Agreement. To qualify, the customer must purchase a net new subscription to the relevant Software Module.

Relationship to governing agreements. By participating in the Promotion, each customer agrees to be bound by these Terms. The provisions of these Terms relating to Toast offerings constitute supplemental terms forming part of the "Agreement" as defined in the Toast Merchant Agreement, as between Toast and the customer. The provisions of these Terms relating to Uber offerings constitute supplemental terms forming part of the Uber Eats Agreement, as between Uber and the customer. 

Each arrangement is separate: (a) the relationship between Toast and the customer is governed solely by the Toast Merchant Agreement (including these Terms to the extent they relate to Toast offerings), and all terms of the Toast Merchant Agreement (including, without limitation, governing law, dispute resolution, limitation of liability, and other general terms) apply to the Toast offerings under this Promotion; and (b) the relationship between Uber and the customer is governed solely by the Uber Eats Agreement (including these Terms to the extent they relate to Uber offerings), and all terms of the Uber Eats Agreement (including, without limitation, governing law, dispute resolution, limitation of liability, and other general terms) apply to the Uber offerings under this Promotion. In the event of a conflict between these Terms and the Toast Merchant Agreement (with respect to Toast offerings), the Toast Merchant Agreement shall prevail. In the event of a conflict between these Terms and the Uber Eats Agreement (with respect to Uber offerings), the Uber Eats Agreement shall prevail. For the avoidance of doubt, separate terms, conditions, and agreements apply with respect to the specific Toast and Uber products and services.

Application. The Promotion may be applied only once per eligible customer per location. Customers must meet all eligibility and performance requirements applicable to their category to receive the relevant promotional benefits.

Exclusions. The Promotion cannot be redeemed for cash or applied to Toast software modules (excluding the specified promotions), implementation, shipping, taxes or any other fees not explicitly set forth above. Pricing for all other items in the applicable Toast Merchant Agreement or Uber Eats Agreement is as stated therein and is unaffected by the Promotion.

No stacking. If an eligible customer redeems one of the promotions herein on a Toast` Software Module subscription, such merchant will not be eligible for any other promotions on the specific Software Module subscription (but may be eligible for promotions on other software or services not specifically mentioned herein).

Credits. In respect of Uber offerings, all credits will be applied after the costs are incurred by the eligible customer.

Modification and termination. Each of Uber and Toast reserves the right to suspend, modify, or cancel any promotion provided by such respective party at any time, without notice, provided that any such suspension, modification, or cancellation will not affect promotions already applied to a fully executed agreement prior to the effective date of such change. Each party will determine eligibility for its respective benefits at its sole discretion.

Definitions. References in these Terms to "merchant," "customer," and "merchant customer" are used interchangeably and each refers to the eligible SMB participating in the Promotion. Except as expressly provided in these Promotional Terms, capitalised terms used in connection with Toast offerings have the meanings given in the applicable Toast Merchant Agreement, and capitalised terms used in connection with Uber offerings have the meanings given in the applicable Uber Eats Agreement.