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API Terms of Use

Toast API Terms of Use
Updated: June 23, 2026

PLEASE READ THE FOLLOWING TERMS OF USE (THIS “AGREEMENT”) CAREFULLY REGARDING THE USE OF TOAST’S APPLICATION PROGRAMMING INTERFACES (API(S)).

If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to this Agreement, in which case the term “You” or “Your” will refer to such entity. “Toast,” “We,” “Us,” and “Our” will refer to Toast, Inc., for and on behalf of itself and its affiliates and subsidiaries. If You do not have such authority, or You do not agree with any of the terms or conditions of this Agreement, You may not download, access, or use the Toast API(s) and You should immediately discontinue Your use of the Toast API(s). 
This Agreement contains an Arbitration Agreement, which will, with limited exception, require You to submit claims You have against Toast to binding and final arbitration. Under the Arbitration Agreement:
  • You will only be permitted to pursue claims against Toast on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and 
  • You will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis. 
You agree and acknowledge that Toast is under no obligation to certify or publish Your Application or otherwise make it available to Our Merchants as a part of the Toast Services and that this Agreement shall not be construed to create any such obligation on Toast.
Notwithstanding anything to the contrary in this Agreement, if and to the extent You enter into a separate Toast Partner Agreement with Toast, the terms and conditions of that Toast Partner Agreement shall supersede and control over the provisions of this Agreement in the event of any conflict or inconsistency between them.

1. Purpose of this Agreement

We provide Our Merchants with an online point-of-sale restaurant, hospitality, and retail management and payment processing system, including, without limitation, hardware, software, and implementation services related thereto (collectively, the “Toast Services”). Toast also provides a number of application programming interfaces (referred to hereinafter, following Toast’s approval as described in Section 2.1 below, individually as the “Toast API” or, collectively, the “Toast API(s)”) that can link to, and interact with, third parties’ services, such as Your application, product, and/or service (“Your Application”). The purpose of this Agreement is to provide You with the terms and conditions subject to which You are authorized to access and use the Toast API(s). Your use of the Toast API(s) hereunder is also governed by the Toast Privacy Statement, available at https://www.toasttab.com/privacy, which is incorporated herein by reference and made part of this Agreement. 

2. Permitted API Use, License Grant, and Restrictions

2.1 Permitted API Use
Following the submission of Your written request to utilize the applicable Toast API(s) and receipt of Toast’s subsequent approval, You shall only use the Toast API(s) for the sole and exclusive purpose of building, testing, and utilizing an integration of Your Application with the Toast Services via the Toast API to facilitate the transmission of information among You, Toast, and Our Merchants as the case may be, as provided for within this Agreement (“Permitted API Use”). For purposes hereof, “Merchant” shall mean an entity or person that has entered into a binding agreement with Toast (or its agents, including any reseller or distributor) to subscribe to, access and use the Toast Services for the benefit of that entity’s or person’s internal business purposes. For the avoidance of doubt, and without limiting the right of any other breach of this Agreement to also constitute a material breach, any use of the Toast API(s) that is not expressly permitted herein shall constitute a material breach of this Agreement and shall entitle Toast to terminate this Agreement with immediate effect in accordance with Section 5 of this Agreement. You acknowledge and agree that Your use of the Toast API(s) in a manner that is not expressly permitted herein may cause irreparable injury to Toast. In the event of breach or threatened breach of the provisions of this Section, Toast will, in addition to any other remedies it may have at law or in equity, be entitled to seek preliminary and permanent injunctive relief.
2.2 License Grant
Subject to Your compliance with the terms and conditions of this Agreement, Toast grants You a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, fully paid-up, royalty-free, revocable right and license to access and use the Toast API(s) for the Permitted API Use with the Toast Services in either a non-production or production environment. 
2.3 Proprietary Rights
You acknowledge and agree that the Toast API(s) and any associated documentation provided by Toast as part of this Agreement, including but not limited to the documentation found within the Toast API Developer’s Guide (https://tost.co/partner-api-support) (the “Documentation”), are the proprietary intellectual property of Toast, Inc. and this Agreement does not convey any ownership or other rights in and to the Toast API, Documentation, the Toast Services, or any content or data (including but not limited to Toast Data (as defined in Section 11.2 below)) as provided by Us, or Processed (as defined in Section 4.1 below) through Your use of the Toast API(s), except as expressly set forth herein. All rights not expressly granted herein are retained by Toast, and We retain all patent, copyright, trade secret, trademark, moral, goodwill, and any and all other intellectual property rights that are in existence now and in the future (the “Intellectual Property Rights”) in and to the Toast Proprietary Content. “Toast Proprietary Content” means the Toast API(s), the Documentation, the Toast Services, the Toast Data, and any other data and content as provided by Us.
2.4 Restrictions
Accordingly, You agree You shall:
  • (i) not take any action inconsistent with Toast’s Intellectual Property Rights; 
  • (ii) only use Toast’s Proprietary Content and other data forming part of this Agreement (including but not limited to Toast Data) in the manner prescribed in this Agreement and in accordance with the Permitted API Use; 
  • (iii) ensure that only Your employees who are authorized to use the Toast API(s) on Your behalf do so only for a Permitted API Use, and ensure each such employee complies with the terms and conditions herein; 
  • (iv) not use, copy, modify, sell, distribute, assign, share, or otherwise transfer the Toast Proprietary Content to any third party; 
  • (v) not be entitled to receive any object or source code associated with the Toast API(s), except as permitted by Toast; 
  • (vi) not, under any circumstances, attempt to create or permit others to attempt to create, by reverse-engineering or reverse-assembling, decompiling or otherwise, any part of the Toast API(s), Toast Proprietary Content, or other data or content provided to You by Toast; 
  • (vii) not use or access the Toast Services or Toast API(s) to build or support, and/or, assist a third party in building or supporting, products or services competitive with the Toast Services; 
  • (viii) not use the Toast API(s) or the Toast Services for any fraudulent undertaking or in any manner that could damage, disable, overburden, impair, disrupt, or otherwise interfere with Toast's provision of the Toast API(s) or the Toast Services; 
  • (ix) not alter, distribute, license, resell, transfer, assign, rent, lease, timeshare, or otherwise commercially exploit the Toast API(s) or the Toast Services to or for any third party or provide the Toast Services or Toast API(s) in any time-sharing arrangement or as a service bureau; 
  • (x) not conduct any penetration or vulnerability testing on the Toast API(s), the Toast Services, or the network on which either is provided; 
  • (xi) not copy any features, functions, text, or graphics of the Toast Services or the Toast API(s), including, without limitation, the structure, sequence, or organization of the Toast API(s); 
  • (xii) not submit to the Toast API(s) any material that is illegal, misleading, defamatory, indecent or obscene, threatening, infringing upon any third-party proprietary rights, invasive of personal privacy, or otherwise objectionable; 
  • (xiii) not use the Toast API(s) or any Toast Data to send Unsolicited Commercial Email (“UCE”) or other unsolicited marketing communications to any person; 
  • (xiv) not scrape Toast Data using the Toast API(s) or otherwise; 
  • (xv) not utilize or introduce any viruses, worms, defects, Trojan horses, backdoors, malware, or any items of a destructive nature in connection with the Toast API(s) or the Toast Services; and
  • (xvi) not use or access the Toast API(s) to service or support any product or service other than Your Application as expressly approved by Toast for the Permitted API Use.
For the avoidance of doubt, and without limiting the right of any other breach of this Agreement to also constitute a material breach, breach of any of the foregoing provisions set forth in this Section 2.4 shall constitute a material breach of this Agreement and shall entitle Toast to terminate this Agreement with immediate effect in accordance with Section 5 of this Agreement. You acknowledge and agree that breach of any of the foregoing provisions may cause irreparable injury to Toast. In the event of breach or threatened breach of the provisions of this Section, Toast will, in addition to any other remedies it may have at law or in equity, be entitled to seek preliminary and permanent injunctive relief.
2.5 API Access and Credentials
You will only access the Toast API(s) using interfaces described in the Documentation and approved by Toast. If Toast assigns developer credentials (e.g., client IDs) to You, You must use Your assigned credentials when required by the Toast API(s). You will keep Your credentials confidential and make reasonable efforts to prevent and discourage other API users from using Your credentials. Developer credentials may not be embedded in open-source projects. You will not misrepresent or otherwise mask Your identity or the identity of the owner of Your Application when implementing or using the Toast API(s). Toast may, in its sole discretion, set and enforce limits on use of the Toast API(s) (e.g., limiting the number of API requests that You may make, the scope of the API(s), or the number of concurrent users accessing the Toast API(s) using Your Application), and these may be communicated to You via the Documentation or other means. You agree not to, and will not attempt to, circumvent such limits. 
You must obtain Toast’s express written consent in advance if You wish to exceed these limits, and Toast may decline Your request or condition Toast’s acceptance on Your agreement to additional terms and/or charges for that use. You will preserve all copyright and other proprietary rights notices in the Toast API and Documentation, and all copies made thereof. Toast reserves the right to monitor Your use of the Toast API(s) to ensure quality, security, and compliance with this Agreement. Toast may suspend or revoke Your access to the Toast API(s) at any time, with or without notice, if Toast reasonably believes You are in violation of this Agreement or if Your use poses a security risk or operational risk. 
2.6 Third-Party Provider
You must obtain Toast’s prior written consent before engaging any third-party provider to use the Toast API(s) in connection with the development of Your Application. If Toast grants such consent, You will remain fully responsible and liable for all actions and omissions of the third-party provider.

3. Compliance with Law

You are fully responsible for complying with all federal, state, local, and foreign laws, rules, and regulations applicable to You, Your Application, and Your business, including, without limitation, any applicable tax laws and regulations, all Data Privacy and Security Laws (as defined in Section 4 below), the confidentiality and security requirements of the USA Patriot Act (or similar law, rule, or regulation), the then-current version of the Payment Card Industry Data Security Standards as made available at https://www.pcisecuritystandards.org (“PCI DSS”), and the by-laws, operating regulations, and/or all other rules, policies, and procedures of Visa, Mastercard, Discover, and/or other payment card networks as in effect from time to time (collectively, “Applicable Law and Rules”), as applicable. 
You represent and warrant that neither You nor any of Your subsidiaries, directors, officers, or employees engaged with Toast are a Sanctioned Person (defined below) or owned or controlled by one or more Sanctioned Persons. If You become aware or suspect that the foregoing representation and warranty may no longer be accurate, You will immediately notify Toast in writing. Without limiting the foregoing, in performing Your obligations and using the Toast API(s) under this Agreement, You agree that You will (i) not engage directly or indirectly in any activities or transactions that involve, relate to, or benefit a Sanctioned Person, and (ii) immediately notify Toast in writing if You become aware of or suspect any violation of Sanctions or the related provisions of this Agreement. “Sanctioned Person” means any individual or entity listed or designated under Sanctions (defined below) or located or resident in or organized under the laws of a country or territory that is the subject of comprehensive territorial Sanctions, or any entity directly or indirectly owned or controlled by one or more of the foregoing. “Sanctions” means any applicable economic sanctions or anti-terrorism laws or measures of (1) Canada, including the Special Economic Measures Act, the Freezing Assets of Corrupt Foreign Officials Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), the United Nations Act, and Part II.1 of the Criminal Code and any regulations or orders issued under the foregoing; (2) the United States, including those imposed, administered, or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. State Department; (3) the United Nations Security Council; (4) the European Union; and (5) the United Kingdom, including those imposed, administered, or enforced by His Majesty’s Treasury.

4. Data Privacy and Security

4.1 Definitions
In certain instances, Personal Information may be Processed as part of the use of the Toast API(s). In those instances, this Section 4 shall apply to that Processing. For the purposes of this Agreement, the following definitions shall be applied:
  • “Data Privacy and Security Laws” shall mean all federal, state, international, regional, and local laws, regulations, and rules imposed by any government, agency, or authority in relation to the Processing and security of Personal Information, including but not limited to the European Union’s General Data Protection Regulation and US State consumer privacy laws, such as the CCPA, each as amended, replaced, or superseded from time to time. 
  • “Personal Information” shall mean any information that relates to an identified or identifiable individual. Depending on the applicable Data Privacy and Security Laws, Personal Information may include, but is not limited to, a name, address, contact details, unique identifiers, credit card information, biometric identifiers and information, personal preferences and behaviors, history and profile data, IP addresses, and location-based information. 
  • “Processing” (and “Processed”) means any operation or set of operations performed on Personal Information, including but not limited to collection, access, use, disclosure, storage, and deletion. 
  • “Security Incident” means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, any Personal Information, or any compromise of Your developer credentials or evidence of unauthorized access to the Toast API(s). 
4.2 Compliance
As part of this Agreement and Your use of the Toast API(s), You shall (i) comply with all applicable Data Privacy and Security Laws, including any notice, consent, and disclosure requirements, and (ii) not, by any act or omission, put Toast in violation of any applicable Data Privacy and Security Laws. You must provide Toast with clear and accurate information explaining the types of Personal Information being requested. You will only Process Personal Information utilized as part of the Toast API(s) in accordance with this Agreement and the Permitted API Use. If You become aware of or engage in any Processing that would violate the Toast Privacy Statement as a consequence of Your use of the Toast API(s), You shall cease such processing and promptly notify Toast. 
4.3 Disclosure
You agree not to disclose the Personal Information Processed under this Agreement to any third parties other than as expressly permitted under this Agreement or as part of the Permitted API Use. To the extent any such onward disclosure is permitted, such disclosure shall comply with the applicable Data Privacy and Security Laws and the relationship between You and the third party must be covered by a written agreement that imposes the same obligations on the third party with respect to Processing of Personal Information as those imposed on You under this Agreement. 
4.4 Assistance
Where requested by Toast, You shall provide Toast with reasonable assistance and cooperation in relation to Toast’s compliance with the applicable Data Privacy and Security Laws, including support with individual rights requests or notifications from any governmental, regulatory, or law enforcement authority pertaining to Toast or Personal Information Processed as part of using the Toast API(s). In the event You receive any such request or notification, unless otherwise prohibited by law, You shall notify Toast and shall not respond to the party making the request. 
4.5 Security Controls
You are fully responsible for implementing and maintaining appropriate technical, organizational, and administrative security controls and safeguards associated with Your Application and any Personal Information or other data that You Process through Your use of the Toast API(s). In all cases, this obligation shall in no way limit Your obligations regarding any security measures required under the applicable Data Privacy and Security Laws. In all cases, You will take reasonable and appropriate steps to protect all applications or systems that make use of the Toast API(s) and any data derived from it against unauthorized or unlawful access, use, destruction, loss, alteration, or disclosure. 
4.6 Security Incidents
If You (whether directly or through a third party) discover or become aware of a Security Incident, You shall promptly notify Toast (in no event less than 24 hours after occurrence) and take any additional steps that are reasonably necessary to remedy any non-compliance with this Agreement. This includes complying with all applicable requirements of this Agreement, as well as cooperation in the investigation of the Security Incident. Your notification must include: (i) a description of the nature of the Security Incident, (ii) the categories and approximate number of data subjects and records affected, (iii) the likely consequences, and (iv) the measures taken or proposed to address the Security Incident. You will not make any public statements or notifications regarding the Security Incident that reference Toast without Toast’s prior written approval, except as required by law. 
4.7 Audit Rights
As part of this Agreement, Toast, or Toast’s appointed third-party auditor, shall, with reasonable notice, have the right to perform an audit of Your (and any third party) facilities, systems, and personnel to verify Your compliance with this Section 4. You will provide full cooperation to Toast and its representatives in connection with any such audit. Toast may perform such audits no more than once in any calendar year unless Toast has a reasonable suspicion of a Security Incident or a breach or potential breach of this Agreement by You, in which event Toast may perform an audit on a more frequent basis. You will bear the cost of the audit if a material breach is found. If any material non-compliance is found, You shall promptly remediate such non-compliance at Your expense.
4.8 Insurance 
You shall maintain, at Your own expense, (a) commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, (b) professional liability / errors and omissions insurance with limits of not less than $2,000,000 per occurrence, and (c) cyber liability insurance with limits of not less than $5,000,000 per occurrence. Toast shall be included as an additional insured on the commercial general liability policy. Upon request, You will provide Toast with certificates of insurance evidencing such coverage.

5. Term and Termination

This Agreement will commence on the date You click “I Agree” below and will continue in full force and effect for a period of one (1) year and, thereafter, shall automatically renew for successive one (1) year periods (the “Term”), unless either Party provides the other Party with written notice of its election to terminate this Agreement in accordance with the provisions of this Section 5 no later than the thirtieth (30th) day prior to the applicable anniversary date of this Agreement. 
You may stop using the Toast API(s) at any time and for any reason, by providing prior written notice to Us. We may terminate this Agreement and Your access to and use of the Toast API(s) and Documentation immediately at any time, for any reason, in Our sole discretion, without liability. We may also suspend Your access to the Toast API(s) and Documentation, at any time and with or without notice, in the event You are in breach of this Agreement, or any other agreement You have with Toast, or if You have engaged in activity that Toast reasonably determines may be fraudulent, illegal, offensive, or inconsistent with Toast’s business interests. 
In the event of termination of this Agreement, You must immediately cease Your access to and use of the Toast API(s) and Documentation, and comply with Your obligation in Section 6 of this Agreement regarding the return or destruction of Confidential Information, including with respect to all Toast Proprietary Content. Upon termination or expiration of this Agreement, or upon Toast’s written request, You shall promptly delete or destroy all Toast Data, Personal Information, Toast Proprietary Content, and Confidential Information in Your possession or control, including all copies, except as required to be retained by law. Upon request, You shall certify in writing to Us that such deletion or destruction has been completed. 
Sections 2.3, 2.4, 3, 4, 5, 6, 7, 9, 11, 13, 14, and 15 will survive termination of this Agreement. 

6. Confidential Information

6.1 Definition
The Parties intend to disclose Confidential Information with each other in the course of performing their respective obligations under this Agreement. The Party disclosing such Confidential Information shall be referred to as the “Disclosing Party,” and the Party receiving Confidential Information shall be referred to as the “Recipient.” “Confidential Information” includes any materials, communications, trade secrets, and information that are either marked confidential or that would reasonably be considered confidential or proprietary under the circumstances surrounding disclosure. Confidential Information does not include information that: (i) the Recipient independently developed without reference to or use of Disclosing Party’s Confidential Information as evidenced by Recipient’s written records, (ii) was rightfully received from a third party without obligation of confidentiality, or (iii) is or becomes public through no fault of the Recipient. For the avoidance of doubt, Toast’s Proprietary Content and Toast Data (defined below in Section 11.2) (including any Personal Information) shall form part of Toast’s Confidential Information; provided, that Partner Data (defined below in Section 11.3) is Your Confidential Information.
6.2 Obligations
Subject to the preceding paragraph and the next sentence, Recipient will:
  • (i) not use Confidential Information for any purpose other than in relation to the services contemplated hereunder for which it was disclosed to the Recipient; 
  • (ii) protect and safeguard the confidentiality of all such Confidential Information with the same degree of care as Recipient would protect its own Confidential Information, but in no event less than a reasonable degree of care; 
  • (iii) not use the Disclosing Party’s Confidential Information in any manner that is to the competitive disadvantage of, or otherwise adverse or detrimental to Toast, including, without limitation, reverse engineering, disassembling, decompiling, or designing any Confidential Information, such as the Toast API(s) or the Toast Services;
  • (iv) not disclose any Confidential Information to any person or entity, other than Recipient’s authorized representatives who have a need to know such information and are subject to confidentiality obligations no less restrictive than the terms contained herein, without the other Party’s prior written consent. Recipient shall be responsible for all acts or omissions of any such authorized representatives. 
If Recipient receives a request pursuant to legal process to disclose all or any part of the Confidential Information of the Disclosing Party, the Recipient shall promptly notify the Disclosing Party of the request, to the extent possible and permitted; cooperate with the Disclosing Party, at Disclosing Party’s expense, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is required to be disclosed; and furnish only such portion of the Confidential Information as the Recipient is advised by its legal counsel is legally required to be disclosed. 
6.3 Injunctive Relief
The Parties acknowledge and agree that the disclosure or use of Confidential Information in violation of the provisions of this Section 6 may cause irreparable injury to the Disclosing Party. In the event of a breach or threatened breach of the provisions of this Section 6, the non-breaching Party shall, in addition to any other remedies it may have at law or in equity, be entitled to seek preliminary and permanent injunctive relief. 
6.4 Return or Destruction
Unless specifically provided for elsewhere under this Agreement, upon the written request of the Disclosing Party, the Recipient will return to the Disclosing Party all copies of the Disclosing Party’s Confidential Information or delete, erase, and destroy all copies of such Disclosing Party’s Confidential Information and will certify the foregoing to the Disclosing Party in writing upon request.

7. Limited Relationship and Non-Solicit 

7.1 Independent Contractor
You and Toast are independent contractors. Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, or employer-employee relationship. Neither Party will have the authority or power to bind the other Party, to contract in the name of, or create a liability against the other Party in any way or for any purpose. Each Party shall avoid deceptive, misleading, derogatory, or unethical practices detrimental to the other Party or its respective products or services. Neither Party is authorized to make any warranties or representations concerning the other Party’s products or services. 
7.2 No Exclusivity
This Agreement shall not be construed to create an exclusive business relationship between You and Toast. You agree and acknowledge that Toast considers numerous strategic opportunities as a part of its ongoing business and operations, and as such, reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with Your business (as currently conducted or as currently proposed to be conducted). You agree and acknowledge that, subject to compliance with the terms of this Agreement, nothing shall preclude or in any way restrict Toast from directly competing with You. 
7.3 Merchant Non-Solicitation
During the Term and for a period of six (6) months following the termination or expiration of this Agreement for any reason (the "Non-Solicit Period"), You agree that You will not, directly or indirectly, in any manner, solicit, entice or attempt to persuade any Merchant utilizing Toast’s point-of-sale services to terminate its relationship with Toast. You acknowledge and agree that if You violate this Section 7.3, the running of the Non-Solicit Period will be extended by the time during which You engage in such violation(s), and Toast may terminate this Agreement upon written notice to You. In the event that You breach the covenant contained in this Section 7.3, and a Merchant utilizing Toast’s point-of-sale services terminates its relationship with Toast, then You will pay Toast in each such case, as liquidated damages and not as a penalty, an amount equal to two times the amount of Toast's revenue (as defined by US GAAP) from whatever source applicable to such Merchant during the twelve (12) month period ending on the date such Merchant ceases using the Toast Services. The foregoing payment shall be in addition to, and not in lieu of, any other rights or remedies available to Toast at law or in equity, including the right to seek injunctive relief. This provision shall survive termination of this Agreement. For clarity, a breach of this Section 7.3 requires active solicitation by You directed at termination of the Merchant's relationship with Toast, and does not include general advertising or incidental changes in a Merchant's usage of the Toast point-of-sale services. The Parties acknowledge and agree that actual damages arising from a breach of this Section 7.3 would be difficult to ascertain, and the foregoing liquidated damages represent a reasonable estimate of Toast's anticipated loss. To the extent any jurisdiction treats this provision as a penalty, the liquidated damages amount shall be reduced to the maximum amount enforceable under applicable law.

8. Branding and Attribution

8.1 Brand Features; Promotion and Marketing
“Brand Features” are the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each Party. Each Party grants to the other Party a limited, non-transferable, non-sublicensable, non-exclusive, fully paid-up, royalty-free, revocable license during the Term to display the other Party’s Brand Features for the sole and exclusive purpose of promoting or advertising, in Your case, Your Application’s integration with Toast via the Toast API(s) and, in the case of Toast, Your participation as a technology partner of Toast. You agree and acknowledge that You will not use any of Toast’s Brand Features to promote, advertise, or market Your Application until Toast has approved Your Application and made it generally available to Our Merchants. You must obtain Toast’s prior written consent prior to using any of Toast’s Brand Features in a public setting (e.g., on Your website). Except as expressly stated, this Agreement does not grant either Party any right, title, or interest in or to the other Party’s Brand Features. All use by You of Toast’s Brand Features, including any goodwill associated therewith, will inure to the benefit of Toast.
Toast may produce, display, and distribute incidental depictions, including screenshots, video, or other content from Your API client, and may use Your company or product name in the course of promoting, marketing, or demonstrating the Toast API(s) You are using. 
8.2 Attribution
You agree to display any attributions required by Toast as described in the Documentation. You will not make any statement regarding Your use of the Toast API(s) which suggests partnership with, sponsorship by, or endorsement by Toast. You may use Toast’s Brand Features subject to the limited license granted above, and must comply with Your obligations under this Section 8.2. You understand and agree that Toast has the sole discretion to determine whether Your attribution(s) and use of Toast’s Brand Features are in accordance with the above requirements and any messaging guidelines that may be provided by Toast from time to time. 
8.3 Toast DMCA Policy
Toast responds to notices of alleged copyright infringement and terminates accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act (DMCA). If You think somebody is violating Your copyrights and want to notify Us, please submit the notice required by the DMCA to dmca@toasttab.com. 

9. Disclaimer of Warranty, Limitation of Liability, and Indemnity

9.1 No Warranty
THE TOAST API(S) AND DOCUMENTATION ARE PROVIDED TO YOU ON AN “AS IS”, “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS, AND YOU ASSUME ALL OF THE RISK AND LIABILITY ASSOCIATED WITH YOUR USE OF THE TOAST API(S) AND DOCUMENTATION. TOAST DOES NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE API AND WILL NOT BE LIABLE FOR DOWNTIME OR INTERRUPTIONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOAST EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. 
9.2 Limitation of Liability
IN NO EVENT SHALL TOAST (AND ITS LICENSORS OR AGENTS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS, PERSONAL INJURY, PROPERTY DAMAGE, LOST BUSINESS, OR DATA LOSS, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY ARISING AS A RESULT OF YOUR USE OF, OR UNAVAILABILITY OF, THE TOAST API OR DOCUMENTATION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF TOAST (AND ITS LICENSORS AND AGENTS) FOR ITS BREACH OF, OR CLAIMS ARISING UNDER OR RELATED TO, THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS ($500). YOU ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN YOU AND TOAST, AND THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE OTHER TERMS SET FORTH IN THE AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
9.3 Indemnity
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS TOAST AND ITS AFFILIATES AND SUBSIDIARIES (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, JUDGMENTS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) BROUGHT BY ANY THIRD PARTY, AND ARISING OUT OF OR IN ANY WAY RELATED TO (I) YOUR USE OF THE TOAST API(S) OR DOCUMENTATION, (II) YOUR APPLICATION, (III) YOUR ACTUAL OR ALLEGED BREACH OF THIS AGREEMENT, (IV) YOUR VIOLATION OF ANY COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER PROPRIETARY OR INTELLECTUAL PROPERTY RIGHTS, (V) ANY SECURITY INCIDENT OR DATA BREACH CAUSED BY YOUR ACTS OR OMISSIONS, AND (VI) YOUR VIOLATION OF ANY APPLICABLE LAW AND RULES. 

10. Changes to this Agreement

We reserve the right to make changes to this Agreement at any time, in Our sole discretion, and You acknowledge and agree that You are responsible for regularly reviewing these terms for any such changes. We will post the updated version of this Agreement on Our website. Your continued use of the Toast API(s) and Documentation after the effective date of such change will constitute Your acceptance of such changes, subject at all times to either Party’s right to terminate this Agreement in accordance with Section 5 above. If You do not agree to the change in terms, You must immediately cease using the Toast API(s) and Documentation. 

11. Ownership of Data and Feedback

11.1 Merchant Data
For the purposes of this Agreement, as between You and a Merchant, the Merchant owns all rights, title, and interest in and to their Merchant Data. "Merchant Data" means all data and information (including Personal Information) originating from or relating to a Merchant that is provided to You or otherwise processed via the Toast API(s) or Toast Services in connection with Your Application. Merchant Data expressly includes, without limitation:
  • order data, including any orders placed or processed through Your Application that relate to the Merchant’s menu items, regardless of whether the order originated on Your Application or through the Toast Services;
  • employee schedule data, including but not limited to work schedules, shift assignments, time records, and related information pertaining to the Merchant’s employees; and
  • any other data or information that originates from, is derived from, or relates to the Merchant or the Merchant’s business, regardless of the means or method of collection, transmission, or processing, including data generated or submitted through the Toast API(s), Toast Services, or Your Application.
For the avoidance of doubt, neither Toast nor You grant the other any rights or licenses to use Merchant Data under this Agreement. Each Party is solely responsible for ensuring it has the necessary rights or licenses from the applicable Merchant to use Merchant Data as required for its own purposes.
11.2 Toast Data
For the purposes of this Agreement, as between You and Toast, Toast owns all rights, title, interest, and all worldwide Intellectual Property Rights, in and to all Toast Data. "Toast Data" means all data and information (including Personal Information) generated by Toast or the Toast Services, and specifically excludes Merchant Data and Partner Data. During the Term, Toast grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Toast Data solely and exclusively as is necessary for You to use the Toast API for the Permitted API Use. You agree not to use any Toast Data (i) other than as necessary in connection with the Permitted API Use, (ii) in any manner for the benefit of any competitor of Toast, or that is to the competitive disadvantage of, or otherwise adverse or detrimental to, Toast, or (iii) for the purposes of benchmarking, competitive analysis, or to create aggregated datasets for sale or distribution, except as expressly permitted in writing by Toast. Upon termination of this Agreement, all Toast Data shall either be returned to Toast or destroyed (in which case, You shall provide a certificate verifying the destruction of all Toast Data).
11.3 Partner Data
For the purposes of this Agreement, as between You and Toast, You retain all right, title, and interest in and to Partner Data. "Partner Data" means all data and information (including Personal Information) that You have collected outside of the Toast API(s) or the Toast Services and that is submitted to Toast via the Toast API(s), and specifically excludes Merchant Data and Toast Data. Except as otherwise expressly stated under this Agreement, Toast does not acquire any ownership of, or Intellectual Property Rights to, Partner Data. You grant Toast a perpetual, royalty-free, fully paid-up, worldwide, non-exclusive, non-transferable (except as otherwise provided herein), non-sublicensable right and license to access and use Partner Data for the purposes of providing You with access to, and use of, the Toast API as described under this Agreement. You represent and warrant to Toast that, before submitting Partner Data to Toast through the Toast API(s), You have obtained the necessary rights and/or licenses to both submit Partner Data and grant Us the foregoing license.
11.4 Anonymized Aggregated Data
Notwithstanding anything to the contrary in this Agreement, Toast may create anonymized or aggregated data from Partner Data, Personal Information, or Toast Data that does not identify You, any of Your users or employees, or any other identifiable individual. Such aggregated or de-identified data may include data analysis across Toast, Our Merchants, and partners and may be used for any lawful purposes, including, to use, disclose, compile, distribute, and publish anonymous statistical or analytical data regarding the performance, provision, and operation of the Toast API or the Toast Services, the development of new Toast Services, or otherwise. Upon creation, as between You and Toast, Toast shall own and retain all Intellectual Property Rights in and to such anonymized or aggregated data entirely without obligation to You or restriction of any kind. 
11.5 Feedback
You may voluntarily submit to Toast any suggestions, enhancement requests, ideas, feedback, recommendations, or other input about the Toast Services, Toast API(s), or Documentation (“Feedback”). You hereby irrevocably assign all right, title, interest, and other worldwide Intellectual Property Rights in and to the Feedback to Toast, and acknowledge that Toast is free to use, disclose, reproduce, and otherwise exploit any and all Feedback in Toast’s sole discretion, and entirely without obligation or restriction of any kind. 
11.6 Use of Artificial Intelligence
You may use Artificial Intelligence (AI) tools and services to operate, develop, or support Your products and to process Merchant Data, provided You first obtain Merchant consent. However, You are prohibited from using the API or any data passing through the API, in whole or in part, to train, fine-tune, or otherwise improve any AI models (including the creation of synthetic training data derived from the API or any data passing through the API) (collectively, “Train”) without Toast’s prior written approval. For clarity, this restriction applies to any activity that would cause any AI model—whether operated by You or a third party—to learn from, be optimized by, or incorporate the API or any data passing through the API. Notwithstanding the foregoing, this Section 11.6 does not restrict Your ability to Train using Merchant Data acquired by You independent of and not through the Toast API(s) under a separate agreement with the Merchant, provided that You have obtained the Merchant’s consent to train on such Merchant Data under a separate agreement and such data is used for training outside of the API environment.

12. Toast API Support and Updates

12.1 Updates
We may extend, enhance, or otherwise modify (each an “Update”) the Toast API(s) at any time with or without notice. If Updates are made available by Us, the terms of this Agreement will govern such Updates, unless the Update is accompanied by a separate license, in which case the terms of that license will govern use of the applicable Update. We are not obligated to provide any Updates, maintenance, technical, or other support for the Toast API(s). We may discontinue support of prior versions of the Toast API(s) at any time. Should an Update be made available, it may have API(s), features, services, or functionality that are different from, or not compatible with, the version of the Toast API licensed hereunder. 
12.2 Support
Questions about the development of Your API clients and the Toast API may be submitted by e-mail to developer-support@toasttab.com. Toast will use reasonable efforts to respond to Your questions, but Toast does not guarantee that it will respond within a specific timeframe, or that its answers will be accurate or complete. 

13. General

You may not assign this Agreement, by way of merger, change of control, or otherwise, in whole or in part, without Our prior written consent. Any such assignment by You, in violation of this Section 13, shall be null and void. We may freely assign this Agreement, in whole or in part, at any time with or without notice to You. This Agreement represents the entire agreement between the parties relative to the subject matter herein, and supersedes any prior or contemporaneous communications of any kind between You and Toast, whether written or oral. This Agreement may only be modified by Us in accordance with Section 10 above. If any provision of this Agreement is found to be illegal, void, or unenforceable, such provision will be construed so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of this Agreement; and if such provision will be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions hereof will not in any way be affected or impaired thereby. 

14. Arbitration

14.1 Governing Law and Jurisdiction
The Parties intend that this Agreement be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts without regard to any conflict-of-law or choice-of-law rules, and that the rule of construction that provides that a document is construed against the maker thereof be inapplicable in the construction of any of the terms of this Agreement. The Uniform Computer Information Transactions Act, and the United Nations Convention on the International Sale of Goods, shall not apply to this Agreement. 
14.2 Agreement to Arbitrate
This Section 14.2 is referred to as the “Arbitration Agreement.” 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 this Agreement or in connection with Your use of the Toast API(s), shall be resolved exclusively through final and binding confidential arbitration before one arbitrator in Boston, Massachusetts, rather than a court, in accordance with the terms of this Arbitration Agreement. 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 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 Agreement. In any event, any action or proceeding by You against Toast relating to any dispute must commence within one year after the cause of action accrues. 
14.3 Prohibition of Class and Representative Actions and Non-Individualized Relief
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). 
14.4 Pre-Arbitration Dispute Resolution
Toast is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to the participant’s satisfaction by emailing Toast’s integration support team at integrations-support@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 (the “Notice of Dispute”). The Notice of Dispute to Toast should be sent to Toast, Inc., at 333 Summer Street, Boston, MA 02210, Attn: General Counsel. The Notice of Dispute to Toast must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Toast and You do not resolve the claim or dispute, despite good faith efforts, within sixty (60) calendar days after the Notice of Dispute 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. 
14.5 Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. 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 this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Toast and You 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 AAA. 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 AAA 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. 
14.6 Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules. 
14.7 Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties. 
14.8 Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than Section 14.2 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 Section 14.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply. 

15. Notices

Except as provided in the Arbitration Agreement, Toast may give notice applicable to Toast's general customer base by means of a general notice on its website or portal, and notices specific to You by e-mail to the email address on record. Notices to Toast must be sent via registered mail, postage prepaid, return receipt requested, to Toast, Inc., 333 Summer Street, Boston, MA 02210, Attn: General Counsel. 
BY CLICKING “I AGREE” BELOW YOU ACKNOWLEDGE AND AGREE THAT: (i) YOU HAVE RECEIVED, READ, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND (ii) IF ACTING ON BEHALF OF A LEGAL ENTITY, THAT YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY. IF YOU DO NOT AGREE TO THESE TERMS OR YOU DON’T HAVE SUCH AUTHORITY CLICK “CANCEL” BELOW AND DO NOT DOWNLOAD, ACCESS, OR USE THE TOAST API OR DOCUMENTATION.