End User License Agreement

Effective: 29 April 2025

THIS END USER LICENSE AGREEMENT (THESE “TERMS OF SERVICE” OR THE “END USER LICENSE AGREEMENT” OR “EULA”) FORMS A BINDING AGREEMENT BETWEEN YOU (“YOU,” “YOUR”) AND THE APPLICABLE TOAST ENTITY (“TOAST,” “WE,” “US,” “OUR”) PLEASE READ THESE TERMS OF SERVICE CAREFULLY, BECAUSE BY DOWNLOADING, ACCESSING OR USING ANY TOAST APP, PRODUCTS AND/OR SERVICES (COLLECTIVELY, THE “SERVICES”) YOU ARE ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND TOAST’S PRIVACY STATEMENT (available at https://pos.toasttab.com/toast/privacy ) (“PRIVACY STATEMENT”). IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR TOAST’S PRIVACY POLICY YOU MAY NOT DOWNLOAD, ACCESS OR USE THE SERVICES. The Toast Entity entering into this agreement with you under this EULA is dependent on where you reside and ordinarily access the Services: (i) for the United States, the Toast entity entering into this EULA is Toast, Inc.;  (ii) for Australia the Toast entity entering into this Agreement is Toast Australia Pty Ltd.; for Canada the Toast entity entering into this Agreement is Toast Canada, Inc.; for Ireland the Toast entity entering into this Agreement is Toasttab Ireland Limited; and for the UK the Toast entity entering into this Agreement is Toasttab UK Limited.

CERTAIN COUNTRY SPECIFIC TERMS IN THE SCHEDULE AT THE BACK OF THIS EULA APPLY IN ADDITION TO, OR MODIFY THESE TERMS. For any Merchant employees resident in Australia and generally using the services in Australia, please read Schedule 1 carefully as it contains provisions that modify this EULA.

FROM TIME TO TIME WE MAY UPDATE OR MODIFY THESE TERMS OF SERVICE IN OUR DISCRETION, AND WILL POST THE UPDATED TERMS TO https://pos.toasttab.com/toast/end-user-license-agreement. WE MAY PROVIDE NOTICE TO YOU OF THE UPDATED TERMS OF SERVICE BY EMAIL,  AN ON-SCREEN (ON IN PRODUCT) NOTIFICATION THROUGH THE SERVICES AND /OR AS OTHERWISE SPECIFIED IN THE COUNTRY SPECIFIC TERMS (WHERE APPLICABLE). THE UPDATED TERMS OF SERVICE WILL BECOME EFFECTIVE AS OF THE EFFECTIVE DATE INDICATED IN THE TERMS OF SERVICE (“EFFECTIVE DATE”). ANY USE OF THE SERVICES AFTER THE EFFECTIVE DATE MEANS YOU HAVE ACCEPTED THE UPDATED TERMS. YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT YOU DO NOT ACCEPT THE UPDATED TERMS OF SERVICE IS TO CEASE YOUR ACCESS TO AND USE OF THE SERVICES.

1. Use of Services

1.1 You may only access and use the Services if you are an authorized employee of a Toast customer (“Merchant”) that has paid for a software subscription for Toast` Services pursuant to: (1) a merchant agreement entered into between Toast and Merchant (“Merchant Agreement”) and/or (2) a Toast payroll and team management service agreement (“Toast Payroll & Team Management Service Agreement”). Toast grants you a limited, revocable, non-exclusive, non-transferable license to access and use the applicable Services during the course of your employment with Merchant, solely and exclusively for Merchant’s internal business purposes during the Term of the Merchant Agreement.

1.2 You agree to use the Services only for the management and operation of Merchant’s business pursuant to the terms and conditions of the Merchant Agreement and the Toast Payroll & Team Management Service Agreement, and not directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services; (b) modify, translate, or create derivative works based on the Services; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (c) use or access the Services to build or support, and/or assist a third party in building or supporting, products or services competitive with the Services; (d) remove or obscure any proprietary notices or labels from the Services; (e) use the Services for any fraudulent undertaking or in any manner that could damage, disable, overburden, impair or otherwise interfere with Toast's provisioning of the Services; (f) violate or breach any operating procedures, requirements or guidelines regarding Merchant’s use of the Services that are posted on or through the Toast Platform or otherwise provided or made available to Merchant; (g) alter, distribute, license, resell, transfer, assign, rent, lease, timeshare or otherwise commercially exploit the Services to any third- party or provide it as a service bureau; (h) conduct any penetration or vulnerability testing on the Services or network; or (i) copy any features, functions, text or graphics of the Services, including without limitation, the structure, sequence or organization of the user interface.

2. Ownership of Content, Use of Trademarks

2.1 Toast owns or has licenses to all rights, title, interest, copyright and other worldwide intellectual property and trade secret rights in and to the Services (including all derivatives or improvements thereof). You may voluntarily submit suggestions, enhancement requests, ideas, feedback, recommendations or other input about the Services (“Feedback”) at any time. You irrevocably assign all right, title, interest and other worldwide intellectual property rights in and to the Feedback to Toast, and acknowledge that we are free to use, disclose, reproduce and otherwise exploit any and all Feedback provided by you relating to the Services in our sole discretion, entirely without obligation or restriction of any kind. Any rights not expressly granted herein are reserved by Toast.

2.2 User Content. You, (or Merchant, if applicable) retain all rights, title and interest in and to any text, graphics, videos, images or other data (including but not limited to personal information) that you upload or that you otherwise submit  within the Services (“User Content”). However, you grant to Toast a non-exclusive, royalty-free, fully paid-up and worldwide license and right to access, disclose, use, copy, modify (including the right to create derivative works of), display and transmit User Content  in connection with the development of potential offering or other future products and services under consideration by Toast (whether developed independently by Toast or through a third party) . You are solely responsible for the accuracy, quality, content and legality (including compliance with all Applicable Law and Rules) of User Content, the means by which User Content is acquired, and any transfer and use of User Content outside of the Services by you, Merchant or any third-party authorized by you. You represent, warrant and covenant that you have all rights necessary to upload the User Content to the Services and to otherwise have such User Content used or shared, as applicable, by Toast in relation to the Services. You will not upload or store any data or materials containing any such information in violation of this Section.     

2.3 Third-Party Content. Through your use of the Services you may be presented with material provided by third-parties, not owned or controlled by us, from our partners, and/or from other users of the Services, including but not limited to software, text, graphics, videos, images, or advertising content (collectively referred to as “Third-Party Content”). All Third-Party Content and the Services are protected by applicable United States, Canadian, Australian, Irish or UK and foreign intellectual property laws. Unauthorized use of the Services and/or Third-Party Content may result in violation of copyright, trademark, and other laws. Except as expressly set forth herein, you have no rights in or to the Services or Third-Party Content, and you will not use, copy or display the Services or Third-Party Content except as permitted under these Terms of Service. No other use of the Services or Third-Party Content is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the Services and Third-Party Content. You may not sell, transfer, assign, license, sublicense, or modify the Third-Party Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Third-Party Content in any way for any public or commercial purpose other than as permitted hereunder. The use or posting of any of the Third-Party Content on any other platform, or in a networked computer environment for any purpose is expressly prohibited. To the extent permitted by law, if you violate any part of these Terms of Service, your right to access and/or use the Third-Party Content and Services will automatically terminate.

2.4 Toast is not responsible for monitoring, pre-screening or editing your or any other user’s User Content, contributions, or communications and requires all users to use the Services in compliance with the Toast Acceptable Use Policy available at: https://pos.toasttab.com/acceptable-use-policy. Nevertheless, Toast reserves the right to monitor, read, delete, access, preserve, disclose to others, or take other action with respect to user contributions that Toast believes in good faith violates these Terms, applicable law, and/or is, in Toast’s sole discretion, in violation of the Toast Acceptable Use Policy. If you violate these Terms, Toast may, in its sole discretion, delete the unacceptable content, remove or delete content in its entirety, issue you a warning, and/or terminate your use of the Services.

To the extent permitted by law, we do not guarantee the accuracy, integrity or quality of any Third-Party Content, regardless of whether such products or services are designated as “certified,” “validated” or the like. Any interaction or exchange of information or data between you and any third-party is solely between you and such third-party. You should take precautions when downloading files from any platform to protect your computer from viruses and other destructive programs. If you decide to access any Third-Party Content, you fully assume the risk of doing so. Under no circumstances will Toast be liable in any way for any Third-Party Content, including liability for any errors or omissions in any Third-Party Content or for any loss or damage of any kind incurred as a result of the use of any Third-Party Content posted, emailed or otherwise transmitted via the Services.

2.5 Each user must: (a) provide true, accurate, current and complete information on the Toast Platform or applicable Toast App registration form (collectively, the "Registration Data") and (b) maintain and promptly update the Registration Data as necessary. If, after investigation, we have reasonable grounds to suspect that any of your information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and prohibit any and all current or future use of the Services (or any portion thereof) by you other than as expressly provided herein. You are wholly responsible for maintaining the confidentiality and security of your username and password, and you are wholly liable for all activities occurring thereunder. Toast cannot and will not be liable for any loss or damage arising from your failure to comply with this Sub-Section 2.5, including any loss or damage arising from your failure to (a) immediately notify Toast of any unauthorized use of your password or account or any other breach of security, or (b) exit and close your account at the end of each session.

3. Privacy and Security.  

The privacy and security of your personal information is important to us. Toast’s Privacy Statement describes what information we collect about you, and how we may use personal information and the security measures we have taken to protect your personal information. You agree to our collection, handling, use and disclosure of our personal information in accordance with our Privacy Statement available at: https://pos.toasttab.com/privacy. We encourage you to read the Privacy Statement carefully as it forms a binding part of these Terms of Service and contains important information about your rights.

If you are a Merchant or Merchant Employee, User Content processed by Toast as part of your use of the Services may be visible and made available to your employer.

4. Limitation of Liability and Disclaimer of Warranties

4.1 TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, TOAST AND ITS THIRD-PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT AND QUALITY. TOAST AND ITS THIRD-PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR THE RESULTS YOU MAY OBTAIN BY USING THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TOAST AND ITS THIRD-PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE; OR (B) THE QUALITY OF THE SERVICES WILL MEET YOUR REQUIREMENTS. YOU ACKNOWLEDGE THAT NEITHER TOAST NOR ITS THIRD- PARTY PROVIDERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. TOAST IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. WITHOUT LIMITING THE FOREGOING, TOAST DOES NOT WARRANT OR GUARANTEE THAT ANY OR ALL SECURITY ATTACKS WILL BE DISCOVERED, REPORTED OR REMEDIED, OR THAT THERE WILL NOT BE ANY SECURITY BREACHES BY THIRD PARTIES. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY TOAST, THE SERVICES ARE PROVIDED TO MERCHANT ON AN "AS IS" BASIS.

4.2 IN NO EVENT WILL TOAST BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (B) FOR LOSS OF USE, INACCURACY, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, LOSS OF PROFITS, DATA OR BUSINESS INTERRUPTION; OR (C) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, WHETHER OR NOT FORESEEABLE, EVEN IF TOAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN HAS FAILED ITS ESSENTIAL PURPOSE.

4.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND RULES, TOAST’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO ONE HUNDRED DOLLARS ($100).

5. Indemnification.  

You agree to  indemnify, defend and hold harmless Toast and its directors, officers, employees, affiliates and agents from and against any and all losses , damages, liabilities, fines, fees, costs, expenses or other amounts whatsoever  including all reasonable legal and accounting fees and expenses and all reasonable collection costs (including such amounts imposed or assessed by the Payment Networks or regulatory authorities) arising from any proceedings, claims, investigations or demands brought by any third party (including regulatory authorities) to the extent resulting from or arising out of (a) you use of the Services, other than those attributable to Toast’s gross negligence or willful misconduct, (b) your, or any of your employees’ breach  or non-performance of any provision of of these Terms , the Privacy Statement or any other policy issued by Toast;(c) any Applicable Law or Rules including, without limitation, privacy and consumer protection laws;  (d) your access to, use or misuse of the Third-Party Content or Services; or (e) any claims against Toast related to the use by Toast of your intellectual property. 

6. Termination of the Agreement

6.1 Toast reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms of Service and your access to all or any part of the Services or User Content at any time and for any reason without prior notice or liability. Toast reserves the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.

6.2 Sections 1 (Use of the Platform), 4 (Limitation of Liability and Disclaimer of Warranties), 5 (Indemnification), 6 (Termination of Agreement), 7 (Arbitration) and 9 (Miscellaneous) will survive the termination of these Terms of Service.

7. Arbitration

7.1 Agreement to Arbitrate. Any dispute, claim, or controversy arising out of or relating in any way to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (“Arbitration Agreement”), or in connection with use of the Services or our websites, shall be determined through confidential binding arbitration in Boston, Massachusetts before one arbitrator. The confidential binding arbitration shall be administered by AAA pursuant to its Commercial Arbitration Rules, and the parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing. Judgment on the award may be entered in any court having jurisdiction. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action in the state or federal courts in Boston, Massachusetts for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement. In any event, any action or proceeding by Merchant against Toast relating to any dispute must commence within one year after the cause of action accrues. 

7.2 Prohibition of Class and Representative Actions and Non-Individualized Relief. Except where prohibited by Applicable Law and Rules, you and Toast agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Toast agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).

7.3 Pre-Arbitration Dispute Resolution. Toast is always interested in resolving disputes amicably and efficiently, and most participant concerns can be resolved quickly and to the participant’s satisfaction by contacting Toast’s support team at https://central.toasttab.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Toast should be sent to Toast at 333 Summer Street Boston, MA 02210, Attn: General Counsel. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If you and Toast do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Toast may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Toast or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Toast is entitled.

7.4 Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than Sub-Section 7.2 above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of Sub-Section 7.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of these Terms of Service will continue to apply.

8. Compliance with Laws

8.1 You agree to comply with all federal, state, provincial, local and foreign laws, rules and regulations applicable to you and Merchant’s business in relation to your use of the Services, including any applicable privacy and consumer protection laws, tax laws and regulations.8.2 Canada and the United States control the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any part of the Services to countries or persons prohibited under the export control laws. By accessing, using or downloading the Services, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export or re-export of the Services.

9. Miscellaneous  

Any action, claim, or dispute related to these Terms of Service will be governed by the laws of the Commonwealth of Massachusetts, excluding its conflicts of law provisions, and controlling U.S. federal law. Except as set forth in Section 7, the parties agree that the federal or state courts in the city of Boston shall have exclusive jurisdiction to hear and determine any dispute between them. The Uniform Computer Information Transactions Act will not apply to these Terms of Service. If any provision of these Terms of Service is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms of Service, which will remain in full force and effect. Failure of Toast to act on or enforce any provision of these Terms of Service will not be construed as a waiver of that provision or any other provision herein. No waiver will be effective against Toast unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Toast and you, these Terms of Service constitute the entire agreement between you and Toast with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between you and Toast with respect to the subject matter. The section headings are provided merely for convenience and will not be given any legal import. These Terms of Service will inure to the benefit of our successors and assigns. You may not assign these Terms of Service without our prior written consent. Any information submitted or provided by you to the Services might be publicly accessible. Important and private information should be protected by you.

10. Google-Enabled Software Applications

As part of the Services, Toast may offer mobile applications that are intended to be operated in connection with products made commercially available by third parties that operate using the Android operating system, which is owned by Google Inc. (“Google”, and such software, “Google Software”). With respect to the Google Software, in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:

10.1 Toast and you acknowledge that these Terms of Service are entered into between Toast and you only, and not with Google, and that, notwithstanding anything to the contrary herein, as between Toast and Google, Toast, not Google, is solely responsible for Google Software and the content thereof.

10.2 You may not use Google Software in any manner that is in violation of or inconsistent with the usage rules set forth for Google Software in, or otherwise be in conflict with, the then-current Google terms of service available at: https://play.google.com/intl/e... (the “App Store Terms of Service”).

10.3 Your license to use Google Software is limited to a non-exclusive, non-transferable license to use Google Software on a supported Android-based device that you own, or otherwise have rights to use, and that meets the applicable system and compatibility requirements, all as set forth by the usage requirements set forth in the App Store Terms of Service.

10.4 Google has no obligation whatsoever to provide any maintenance or support services with respect to Google Software.

10.5 Google is not responsible for any product warranties, whether express or implied by law.

10.6 Toast and you acknowledge that Toast, not Google, is responsible for addressing any claims of you or any third party relating to Google Software or your possession and/or use of that Google Software, including, but not limited to: (i) product liability claims; (ii) any claim that Google Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

10.7 In the event of any third party claim that Google Software or the end-user’s possession and use of that Google Software infringes that third party’s intellectual property rights, as between Toast and Google, Toast, not Google, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

10.8 You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

10.9 If you have any questions, complaints or claims with respect to Google Software, they should be directed to Toast.

10.10 The Google Play marketplace is owned and operated by Google. Your use of Google Play is governed by a legal agreement between you and Google consisting of the Google Terms of Service (found at http://www.google.com/accounts/TOS) and the Google Play Terms of Service (found at https://play.google.com/intl/en-US_us/about/play-terms.html). In addition, your use of Google Play is subject to the Google Play Business and Program Policies. The Google Play Market Terms of Service, Google Play Business and Program Policies, and Google Terms of Service will take precedence in that order in the event of a conflict between them, to the extent of such conflict.

11. Apple Terms of Use

11.1 If you access or download the TakeOut App from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement.

Schedule 1 - Country Specific Terms AUSTRALIA 

For any Merchant employees resident in Australia and generally using the services in Australia, the EULA is modified to the extent, and as specified in this section: 

1. Replace paragraph 3 of this EULA in its entirety with the following: 

FROM TIME TO TIME WE MAY UPDATE OR MODIFY THESE TERMS OF SERVICE IN OUR DISCRETION, AND WILL POST THE UPDATED TERMS TO https://pos.toasttab.com/toast/end-user-license-agreement. WE WILL PROVIDE NOTICE TO YOU AND YOUR MERCHANT OF THE UPDATED TERMS IF THE UPDATE OR MODIFICATION IS DETRIMENTAL TO YOU (INCLUDING BY EMAIL,  AN ON-SCREEN NOTIFICATION THROUGH THE SERVICES AND/OR PURSUANT TO THE MERCHANT AGREEMENT). IF YOU DO NOT AGREE TO THE CHANGES, YOU MUST NOTIFY THE MERCHANT. THE UPDATED TERMS OF SERVICE WILL COME INTO FORCE ON THE DATE INDICATED IN THE TERMS OF SERVICE (“EFFECTIVE DATE”). IF YOU DO NOT AGREE TO THE CHANGES, YOU MUST NOTIFY YOUR MERCHANT. ANY USE OF THE SERVICES AFTER THE EFFECTIVE DATE MEANS YOU HAVE ACCEPTED THE UPDATED TERMS. 

2. Amend Sub-section 4.1: 

SUBJECT TO SECTION 4.4, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN […] 

3. Replace Sub-section 4.2 with the following: 

IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY INCLUDING: (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (B) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, WHETHER OR NOT FORESEEABLE, EVEN IF TOAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN HAS FAILED ITS ESSENTIAL PURPOSE.

4. Amend Sub-section 4.3 as follows: 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND RULES, EACH PARTIES’ AGGREGATE LIABILITY IN ANY CIRCUMSTANCE IS LIMITED TO ONE HUNDRED DOLLARS ($100).

5. Add a new Sub-section 4.4: 

Nothing in this Agreement excludes, restricts or modifies any warranty, term, guarantee, representation or condition, or any right or remedy, implied or imposed by any Law which cannot lawfully be excluded, restricted or modified. If any warranty, term, guarantee, representation or condition is implied into this Agreement and cannot be excluded (Non-excludable Provision), and Toast is able to limit your remedy for a breach of such a Non-excludable Provision, then the liability of Toast for breach of such Non-excludable Provision will be limited to one of the following at Toast’s option: (i) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or (ii) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again. 

6. Delete Section 5. 

7. Amend Sub-section 6.1 as follows: 

Subject to the Merchant Agreement, Toast may:
(a)  restrict or suspend your access to all or any part of the Services or User Content at any time. Toast will restore such access promptly once the underlying issue is resolved; (b) amend these Terms of Service. Where such amendment is detrimental, Toast will provide notice to you, including via in-app messages or banners.

9. Amend Sub-section 7.1 to 7.5 as follows: 


7.1 Agreement to Arbitrate. Except where prohibited by Applicable Law and Rules, you agree that any and all disputes or claims that have arisen or may arise between you and Toast, whether arising out of or relating to these Terms of Service or in connection with your use of the Services, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. The ACICA Arbitration Rules governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate.

7.2 Not used.

7.3 Toast is always interested in resolving disputes amicably and efficiently, and most participant concerns can be resolved quickly and to the participant’s satisfaction by contacting Toast’s Customer Care team at https://central.toasttab.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Toast should be sent to Toast at at c/- Mcburney & Partners Pty Ltd, level 10 , 68 Pitt Street , Sydney NSW 2000, Attn: General Counsel.The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If you and Toast do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Toast may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Toast or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Toast is entitled.

7.4 Arbitration Procedures. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless you and Toast agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by ACICA Arbitration Rules . If your claim is for $10,000 or less, Toast agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the ACICA Arbitration Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

8. Delete sub-section 8.2. 

9. Amend sub-section 9 as follows: 

Any action, claim or dispute related to these Terms of Service will be governed by the laws of Australia. The parties agree that the courts of Australia shall have exclusive jurisdiction to hear and determine any dispute between them. If any provision of these Terms of Service is found to be […]