Terms of Service

Depending on how you are interacting with Toast or using products or services that Toast provides, certain sections of these Terms of Service will apply to you.

End User License Agreement

Effective: August 1, 2019

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 TOAST, INC. (“TOAST,” “WE,” “US,” “OUR”) PLEASE READ THESE TERMS OF SERVICE CAREFULLY, BECAUSE BY DOWNLOADING, ACCESSING OR USING THE TOAST APPLICATION (“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 POLICY (available at https://pos.toasttab.com/toast/privacy) (“PRIVACY POLICY”). IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR TOAST’S PRIVACY POLICY YOU MAY NOT DOWNLOAD, ACCESS OR USE THE SERVICES.

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/terms-of- service. WE MAY PROVIDE NOTICE TO YOU OF THE UPDATED TERMS OF SERVICE BY EMAIL, AND/OR AN ON-SCREEN NOTIFICATION THROUGH THE SERVICES. 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 the Platform

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 a merchant agreement entered into between Toast and Merchant (the “Merchant 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.

1.2 You agree to use the Platform only for the management and operation of Merchant’s business pursuant to the terms and conditions of the Merchant 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 App 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 license 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, Inc., 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 that you upload to the Services (“User Content”). You grant to Toast a non-exclusive, royalty-free, fully paid-up, worldwide license to access, use, copy, modify (including the right to create derivative works of), display and transmit User Content solely for the purpose of our providing the Services and in accordance with our Privacy Policy. You are solely responsible for the accuracy, quality, content and legality of User Content, the means by which User Content is acquired, and any transfer 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, in relation to the Services.

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 United States 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. 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. 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 We do not review, pre-screen or filter all User Content, or Third-Party Content, but we do reserve the right to refuse to accept, or delete any User Content or Third-Party Content in our sole discretion. In addition, we have the right (but not the obligation) in our sole discretion to reject or delete any content that we reasonably consider to be in violation of these Terms of Service or applicable 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 App’s 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 user's information is untrue, inaccurate, not current or incomplete, we may suspend or terminate that user's account and prohibit any and all current or future use of the Services (or any portion thereof) by that user other than as expressly provided herein. Each user is wholly responsible for maintaining the confidentiality and security of his/her username and password, and is wholly liable for all activities occurring thereunder. Toast cannot and will not be liable for any loss or damage arising from a user's failure to comply with this Sub-Section 2.5, including any loss or damage arising from any user's failure to (a) immediately notify Toast of any unauthorized use of his or her password or account or any other breach of security, or (b) exit and close his or her account at the end of each session.

2.6 The trademarks, service marks, and logos of Toast (the “Toast Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Toast. Other Toast product and service names located in the Services may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Toast Trademarks, the “Trademarks”). Nothing in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in the Services without the prior written consent of Toast specific for each such use. The Trademarks may not be used to disparage Toast or the applicable third-party, Toast’s or third-party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Except as described herein, the use of any Trademarks is prohibited without Toast’s prior written consent. All goodwill generated from the use of any Toast Trademark or Third-Party Trademark will inure to Toast’s, or the applicable Third Party’s benefit, as applicable.

3. Privacy.  

Toast’s Privacy Policy describes what information we collect from you and other users of the Services, and how we use User Content and other information obtained through the Services. We encourage you to read the Privacy Policy carefully as it forms a binding part of these Terms of Service, and contains important information about your rights.

4. Limitation of Liability and Disclaimer of Warranties

4.1 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, FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM OR IN CONNECTION WITH THE USE OR INABILITY TO USE TH. E SERVICES, EVEN IF TOAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN HAS FAILED ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW TOAST’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO ONE HUNDRED DOLLARS ($100).

4.3 Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE TOAST PARTIES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

5. Indemnification.  

You agree to defend, indemnify and hold harmless Toast and its directors, officers, employees, affiliates and agents from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms of Service or your access to, use or misuse of the Third-Party Content or Services. Toast will provide notice to you of any such claim, suit, or proceeding. Toast reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests assisting Toast’s defense of such matter.

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.

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

7. Arbitration

7.1 Agreement to Arbitrate. This Section 7 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 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. You agree that, by agreeing to these Terms of Service, you and Toast are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act 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, provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.

7.2 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).

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 emailing Toast’s support team at 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 (“Notice”). The Notice to Toast should be sent to Toast at 401 Park Drive, Suite 801, Boston, MA 02215, Attn: General Counsel. (“Notice Address”). 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. 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 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 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.

7.5 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.

7.6 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.

7.7 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, 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 tax laws and regulations, the then-current version of the Payment Card Industry Data Security Standards as made available at https://www.pcisecuritystandar... and the by-laws, and any and all other rules, policies and procedures of VISA, MasterCard, Discover and/or other card networks as in effect from time to time.

8.2 The United States controls 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. The Uniform Computer Information Transactions Act will not apply to these Terms of Service. If any provision of these Terms of Service Agreement 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.

Toast Diner Terms of Service

Effective: February 10, 2020

The following Terms of Service (“Terms”) are a legal agreement between you and Toast, Inc. ("Toast," "we," “us” or “our”) and govern your access to and use of our services, which include any websites, applications, digital ordering features, or any other ways Toast allows you to engage with us directly or through a Restaurant that uses Toast (collectively, the “Services”). Our Services include, but are not limited to, our website located at https://www.pos.toasttab.com (our “Website”); the Toast TakeOut mobile application and related websites and services (“Toast app”); any digital ordering feature that Toast offers to Restaurants (“Online Ordering”); and Payment Transactions facilitated on the Toast point of sale (“Point of Sale”).

By accessing and/or using any of the Services, you agree to these Terms and any other policies or terms referenced within or posted throughout the Services, including but not limited to promotion terms, guidelines, as well as any rules or terms applicable to particular features or promotions, which are hereby expressly incorporated into these Terms by reference. You also acknowledge that you have read and understand the Privacy Statement.

These terms include an agreement to resolve disputes by arbitration, which means that you and Toast waive the right to a trial by jury and agree to resolve any and all disputes through binding arbitration on an individual basis.

If you are an individual, you must be at least 18 years of age, a U.S. resident, and legally capable of entering into contracts. If you are an entity, organization, or company, or acting on behalf of one, you represent and warrant that you are an authorized representative of such entity, and that you have the authority to and agree to bind it to these Terms. You represent that you will not use the Services, directly or indirectly, for any fraudulent undertakings. When you pay for a Purchase made through Point of Sale, the Toast app, or Online Ordering, you authorize Toast to charge your credit or debit card or other permitted payment method (“Payment Method”) on behalf of the participating restaurant (“Restaurant”) from which you are making a purchase.

Toast reserves the right to modify any portion of these Terms at any time in its sole discretion. The revised version of these Terms will be effective when we post it, unless otherwise noted. If our changes reduce your rights or increase your responsibilities, we will provide you with reasonable notice by email or through the Toast app, in accordance with any notification preferences you have provided. By continuing to use Toast Services, you agree to abide and be bound by those changes. If you do not agree to any changes to these Terms, you must cease your use of the Services.

1. Services

Toast provides technology services to Restaurants to enable dining customers (“Diners”) to place orders for food, beverages, and related products and services provided by the Restaurants (“Purchases”) and facilitates payment to the Restaurants by the Diners for those purchases with an eligible Payment Method (“Payment Transactions”). Toast facilitates Purchases with Restaurants and processes Diners’ payments to Restaurants, on behalf of each Restaurant.

1.1 Opening and Accessing a Toast Digital Ordering Account

When you use Toast’s Online Ordering services on a Restaurant website, you can choose whether to order as a guest, or to register and create a Toast Digital Ordering Account (hereinafter “Toast account” or “account”). If you create an account, you may save your credit or debit card and other personal information to make future orders faster and easier. You may make Purchases as a guest, but you will not be able to save any personal information or preferences for future Purchases. In order to use the Toast app, you must download the app to your mobile device and create a Toast account. If you use the same email address for Online Ordering, the Toast app, and/or any Restaurant loyalty programs, you will be registered for one account across those services.

When you create an account, we will ask you for certain personal information such as your name, mobile number, and email address, which will be stored with Toast to facilitate your transactions. You may also choose at any time to store Payment Method information, which can be used to pay for future Purchases. Information on how we collect, use, and protect the personal information you provide to us can be found in our Privacy Statement. You agree to provide true, accurate current and complete information for your account registration, and you agree not to misrepresent your identity or your Payment Method information. It is your responsibility to keep the information you provide us up-to-date and accurate.

Toast may, in its sole discretion, terminate or refuse to approve registrations for Toast Digital Ordering Accounts with or without cause or notice, other than any notice required by Applicable Law. At this time, Toast Services are offered only to users residing in the United States.

1.2 Confidentiality.

Only you have the right to access and use your account. You are responsible for ensuring that your login information and Payment Method information remain confidential at all times. Toast will assume that if your login or Payment Method are used to access the Services, the user has the legal authority to use such login or Payment Method. If you become aware of unauthorized use of your login or Payment Method, you agree to notify Toast immediately by email at help@toasttakeout.zendesk.com. You remain liable for any activity on your account until such time as Toast has been notified and has had an opportunity to take appropriate action.

1.3 Toast is not a Party to Payment Transactions

Purchases and Payment Transactions you make through our Services are transactions between you and the Restaurant only, not with Toast or any of our affiliates. Toast is not the seller of any product or service offered by Restaurants and is not a party to any Payment Transaction facilitated through the Services.

1.4 Using your Account

Once you have created your account, you will be able to make Purchases from Restaurants through Online Ordering or the Toast app. You can make changes to your account information by logging in on any Online Ordering page or within the Toast app. You will also be able to view your recent Purchase and Payment Transaction history.

You acknowledge and agree that all aspects of Purchases beyond the services that Toast provides, as well as all engagement and interactions between the Restaurant and you, are solely the responsibility of the Restaurant.

1.4.1 Online Ordering.

Online Ordering allows you to make Purchases from a participating Restaurant’s website. You can also manage your Toast account from any Online Ordering page by logging in. You can see your order history from that Restaurant while you are logged in.

1.4.2 Toast app.

The Toast app is a mobile application that enables you to make Purchases from participating Restaurants. If your workplace offers a Toast Drop location, you can make Purchases for delivery to your available Drop location via the Toast app. You can manage your Toast account by logging in, and can review your Purchase history within the app.

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

To use the Toast app, you must have a mobile device that is compatible with the Toast app. Toast does not warrant that the Toast app will be compatible with your mobile device. You may use mobile data in connection with the Toast app and incur additional charges from your wireless provider for these services. You agree that you are solely responsible for such charges. Toast hereby grants you a non-exclusive, non-transferable, revocable license to use the Toast app for one Digital Ordering Account on a mobile device owned or leased by you, for your personal use.

1.4.3 Loyalty and Rewards.

Toast provides technology services that enable Restaurants to offer loyalty and/or rewards programs to Diners. By enrolling in any loyalty program offered by Toast or by a Restaurant using Toast’s technology services, you expressly agree to these program terms.

You may enroll in a Restaurant’s loyalty program by signing up at the Restaurant or while placing an order. Once you have enrolled, you may earn points when you make Purchases from Restaurants, which can later be redeemed for discounts or other benefits. If you initiate a return, chargeback, or refund, points associated with the Purchase may be revoked. You may check your current rewards balance by clicking the link you receive when you sign up for a Restaurant’s loyalty program.

If you choose to enroll in a Restaurant’s loyalty program, you agree that the Restaurant may contact you using the contact method(s) you provide with program information, offers, and other marketing and transactional communications. Toast does not authorize Restaurants to send marketing messages to your mobile number. Restaurants may not send marketing messages to your mobile number unless you expressly authorize the Restaurant to send you such messages.

Each Restaurant is solely responsible for the operation and maintenance of its own loyalty program, including establishing the number of points that you may earn when you make Purchases, setting redemption thresholds, and determining how and when points may be redeemed for rewards. Restaurants have the ability to modify their loyalty programs and/or to modify the points balance held by any individual Diner. Toast is not responsible for notifying you in the event that the Restaurant changes any element of its loyalty program or ceases to offer a loyalty program. The Restaurant is solely responsible for communicating program or points balance changes to you.

Points earned through any loyalty program offered by Toast or a Restaurant using Toast technology services have no cash value and cannot be transferred, redeemed, or sold for cash. Toast reserves the right, in its sole discretion and at any time, to modify, suspend, terminate, revalue or cancel its own loyalty program and/or the technology services that enable Restaurants to offer loyalty programs through Toast. Toast reserves the right to adjudicate any discrepancies or disputes regarding rewards allocations or these program terms in its sole discretion and you agree to abide by any such adjudication.

1.5 Restaurant Responsibilities

Each Restaurant is solely responsible for all aspects of its own day-to-day operations, including provision of food and beverages (by any method, including through delivery), service, environment, and overall quality and accuracy.

1.5.1 Compliance.

Each Restaurant is solely responsible and liable for all marketing, selling, pricing, packaging, and provision of any products or services offered to Diners through the Services in compliance with all applicable laws, regulations, and rules or industry standards (“Applicable Law”). Toast makes no representation or warranty regarding whether a Restaurant holds any applicable permit, license, registration, or other credential for its business; whether representations by a Restaurant are true and accurate; or whether a Restaurant complies with Applicable Law, and Toast is not responsible for the quality of the products or services provided by Restaurants.

1.5.2 Alcoholic Beverages.

Certain Restaurants may hold alcoholic beverage licenses and sell alcoholic beverage products. The Restaurant holding the alcoholic beverage license must approve your Purchase before the Purchase will be finalized, and only upon acceptance of the order by the Restaurant will your Payment Method be charged. The portion of the funds charged to your Payment Method which pertains to your alcoholic beverage product Purchase will be held in an account for the benefit of the alcoholic beverage supplier in compliance with Applicable Law. Toast acts as a third-party technology provider to and facilitates payment processing on behalf of the Restaurant, and has no responsibility or liability to you or any other person for any alcoholic beverage products you may purchase from a Restaurant or for any Restaurant’s compliance with Applicable Law, including without limitation, local regulations regarding sale of alcohol. By making a Purchase through the Services for alcoholic beverage products, you represent and warrant that (i) you are twenty-one (21) years of age or older, (ii) you are not procuring alcoholic beverage products for a person under twenty-one (21) years of age, (iii) you will provide bona fide government issued photo identification evidencing

1.6 Closing your Account

You may close your Toast account at any time and without cost, but you will remain liable for any outstanding Purchases as well as any fees or other charges incurred. Toast will not issue refunds for amounts previously incurred through our Services once you close your account.

You can close your account by emailing help@toasttakeout.zendesk.com. Please review our Privacy Statement for further information about our practices regarding your personal information.

In certain cases, we may not allow you to close your account, including but not limited to:

  • to evade an investigation;
  • you have open or pending Purchases or Payment Transactions; or
  • if you owe money to Toast or a Restaurant due to your use of the Services.

2. Data 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. 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.

3. Purchases

Toast makes available the Services and processes Payment Transactions for Purchases on behalf of Restaurants as the agent of the Restaurants through the payment networks. When you make a Purchase, you authorize Toast, as agent for the Restaurant, to submit the charge in the amount of the Purchase (including any gratuities, fees and taxes) to your Payment Method as well as any credits in connection with chargebacks, reversals, refunds or adjustments. Toast, as the agent of the Restaurant, will assist the Restaurant in submitting the Payment Transaction to the payment network and processing the Payment Transaction. Upon Toast receiving the proceeds of the transaction, your payment obligation to the Restaurant will be deemed completed (except in the case of a later chargeback or reversal).

You must provide a valid Payment Method to pay for your Purchases made through any of the Services. You authorize Toast to confirm your Payment Method is in good standing with the issuing financial institution. In order to do so, Toast may obtain an authorization to charge your Payment Method for a Payment Transaction. This authorization may reduce your available funds balance by the authorization amount until the Payment Transaction is actually charged to your Payment Method and the proceeds are processed and settled. Please contact your Payment Method issuer if you have questions regarding the status of an authorization or of a charge to your Payment Method. You agree that Toast, on behalf of the Restaurant, may resubmit a Payment Transaction for processing to a payment network in the event a prior Payment Transaction was declined or returned.

If you choose to store Payment Method information with Toast via any of the Services for your convenience and use in future transactions, you agree that Toast may receive up-to-date information on your Payment Method information (such as card number or expiration date) through services available from the card networks and may update your Payment Method credentials stored with Toast (if you choose to store your Payment Method credentials) from time to time.

We may establish limitations concerning use of the Services, including without limitation individual or aggregate transaction limits on the dollar amount or number of Payment Transactions you may make within certain time periods. We may decline to process any Payment Transaction without any notice to you. We may delay processing of or hold or cancel processing of any Payment Transaction upon the direction of the Restaurant or if we believe, in our sole discretion, that the transaction is invalid, suspicious, involves misconduct or fraud, or otherwise violates Applicable Law, these Terms of Service, or any other Policies.

Payments made through the Services are also subject to the terms of your agreement with your Payment Method issuer. You are solely responsible for any charges or fees that may be imposed by your Payment Method issuer as a result of using the Services.

4. Permitted Activities

By using the Services, you agree that:

  • You will not use the Services in any way that violates Applicable Law, these Terms, or any other Policies.
  • You may only use the Services to make Purchases of a legitimate, bona fide product or service that is purchased from a Restaurant. The Services may not be used to transfer money or process a Payment Transaction that is unrelated to a purchase of a product or service from a Restaurant.
  • The information that you upload or post in connection with the Services does not infringe on anyone else's intellectual property or proprietary rights or otherwise conflict with the law or the rights of others.
  • You will not upload, post or otherwise transmit through the Services any content that contains any viruses, trojan horses, time bombs, or any other harmful programs or elements.
  • You will not provide false information about yourself to us, impersonate any other person, collect information about other users, or otherwise attempt to mislead others about your identity or the truthfulness or accuracy of the data you transmit through the Services.
  • You will not damage, disable, disrupt, overburden, interfere with, or attempt to gain unauthorized access to any portion of our Services, computer systems, servers or networks, or any other person’s use and enjoyment of the Services.
  • Toast may suspend or terminate your use of the Services at its sole discretion for any actual or suspected violation of these limitations or other applicable policies or rules referenced in these Terms of Service.

5. Fees

As of the date of these Terms, Toast does not charge you a fee to make Purchases from Restaurants using Toast services. We reserve the right to charge fees in the future, and any fees applicable to a Purchase or Payment Transaction you make will be clearly disclosed to you prior to the completion of your Purchase.

Restaurants may charge you fees as well as taxes in addition to the price of the products or services you purchase. You may also be permitted to provide a gratuity. By making a Purchase through the Services, you agree to pay all such charges, including gratuities, fees and taxes. All amounts to be charged to your Payment Method associated with your Purchase will be displayed to you before you complete your Purchase.

6. Order Changes, Cancellation, Refunds and Customer Service

Restaurants each set their own cancellation and refund policies. Once a Purchase has been made through Toast app or Online Ordering, you will need to contact the Restaurant directly to inquire if you can make a change to or cancel the Purchase or whether you may receive a refund.

For questions or customer service regarding a Purchase or the product or service provided by a Restaurant, please contact the Restaurant directly. For Toast app, each Restaurant’s contact information for customer service is available on its Toast app listing. Toast is not responsible for any Restaurant service issues or content errors or inaccuracies related to a Restaurant’s website, menu, or other materials.

For technical questions that relate to your use of Toast app, please email help@toasttakeout.zendesk.com.

7. Promotions

When you use the Toast app, Online Ordering, or other Toast Services, you may be eligible to use codes (“Promotion Codes”) at checkout to receive discounts on purchases (“Promotions”), subject to any terms and conditions displayed on the Website, on Toast app, or related print, social media, or digital marketing materials. The promotional value may be issued by Toast or by a Restaurant. Promotions may not be redeemed for cash and are non-refundable and non-transferrable. Toast reserves the right to modify, suspend, terminate, or alter the terms of any Promotion at any time. Promotion codes may not be reused in the event of a cancellation and/or refund.

8. Disclaimer of Warranties, Waiver and Limitation of Liability

8.1 DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

NEITHER TOAST NOR ITS THIRD-PARTY PROVIDERS WILL BE LIABLE OR RESPONSIBLE FOR ANY PRODUCTS OR SERVICES PROVIDED BY RESTAURANTS THAT ARE A CAUSE OF INJURY OR THAT ARE UNACCEPTABLE OR DO NOT MEET YOUR REQUIREMENTS OR EXPECTATIONS.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, TOAST AND ITS THIRD-PARTY PROVIDERS HEREBY EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT AND QUALITY. TOAST RELIES UPON RESTAURANTS TO PROVIDE ACCURATE ALLERGEN AND DIETARY INFORMATION AND GENERAL PRODUCT SAFETY. TOAST DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE THROUGH THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE, INCLUDING, WITHOUT LIMITATION, MENUS, NUTRITIONAL AND ALLERGEN INFORMATION, PHOTOS, FOOD QUALITY OR DESCRIPTIONS, PRICING, HOURS OF OPERATION, OR REVIEWS. ALL CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICE IS SOLELY AT YOUR OWN RISK, INCLUDING, WITHOUT LIMITATION, NUTRITIONAL AND ALLERGEN INFORMATION.

TOAST AND ITS THIRD-PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING (I) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES; (III) THE RESULTS YOU MAY OBTAIN BY USING THE SERVICES; (IV) WHETHER THE OPERATION OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR (V) WHETHER THE QUALITY OF THE SERVICE, OR PRODUCTS OR SERVICE, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TOAST OR A THIRD PARTY THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

YOU ACKNOWLEDGE THAT NEITHER TOAST NOR ITS THIRD-PARTY PROVIDERS CONTROLS THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT NEITHER TOAST NOR ITS THIRD-PARTY PROVIDERS ARE RESPONSIBLE FOR ANY LIMITATIONS, DELAYS, OR OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. WITHOUT LIMITING THE FOREGOING, NEITHER TOAST NOR ITS THIRD-PARTY PROVIDERS WARRANTS OR GUARANTEES THAT ANY OR ALL SECURITY BREACHES OR ATTACKS WILL BE DISCOVERED, REPORTED OR REMEDIED, OR THAT THERE WILL NOT BE ANY SECURITY BREACHES BY THIRD PARTIES.

8.2 Waiver of Liability

You acknowledge and agree that the Restaurant is the seller of the food, beverages and related products and services which you may order and pay for through Toast app. The Restaurant is solely responsible for any and all damages, claims, liabilities, costs, injuries or illness caused in whole or in part by the Restaurant. Restaurant is also solely responsible for any unclaimed property liability which may arise from Purchases paid for but not received by you.

8.3 LIMITATION OF LIABILITY

IN NO EVENT WILL TOAST BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF TOAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN HAS FAILED ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW TOAST’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO ONE HUNDRED DOLLARS ($100).

8.4 State Exemptions

Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, TOAST’S LIABILITY OF WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8.5 Reliance on Limitations

Each party acknowledges that the other party has entered into these Terms of Service relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

9. Force Majeure

Toast will not be liable for any failure or delay resulting from any condition beyond its reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

10. Indemnification

You agree to defend, indemnify and hold harmless Toast and its directors, officers, employees, affiliates and agents from and against any and all third party claims, liability, damages, expenses and costs actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (a) your breach of these Terms of Service or any other Policy; (b) your access to, use, or misuse of the Third-Party Content or Services; and (c) your infringement or infringement by any other user of your account, of any intellectual property or other right of any other person. Toast will provide notice to you of any such claim, suit, or proceeding. Toast reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests assisting Toast’s defense of such matter.

11. Ownership of Content and Use of Trademarks

11.1. Ownership

Toast owns or has license 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, Inc., 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.

11.2. User Content

You retain all rights, title and interest in and to any text, graphics, videos, images or other data that you upload to the Services (“User Content”). You grant to Toast a non-exclusive, royalty-free, fully paid-up, worldwide license to access, use, copy, modify (including the right to create derivative works of), display and transmit User Content for the purpose of our providing the Services and in accordance with our Privacy Policy. You are solely responsible for the accuracy, quality, content, and legality of User Content, the means by which User Content is acquired, and any transfer of User Content outside of the Services by you 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, in relation to the Services.

11.3. 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 links to websites or other materials, 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 United States 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. 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. 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.

11.4. Monitoring and Removal of Content

We do not review, pre-screen or filter all User Content, or Third-Party Content, but we do reserve the right to delete or refuse to accept any User Content or Third-Party Content in our sole discretion. In addition, we have the right (but not the obligation) in our sole discretion to reject or delete any content that we reasonably consider to be in violation of these Terms of Service or Applicable Law.

11.5. Third-Party Content Precautions

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 or reliance on any Third-Party Content posted, emailed, linked or otherwise transmitted via the Services.

11.5. Trademarks

The trademarks, service marks, and logos of Toast (the “Toast Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Toast. Other Toast product and service names located in the Services may be trademarks or service marks owned by a Restaurant or other third-parties (the “Third-Party Trademarks”, and, collectively with the Toast Trademarks, the “Trademarks”). Nothing in these Terms of Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in the Services without the prior written consent of Toast specific for each such use. The Trademarks may not be used to disparage Toast or the applicable third-party, Toast’s or third-party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Except as described herein, the use of any Trademarks is prohibited without Toast’s prior written consent. All goodwill generated from the use of any Toast Trademark or Third-Party Trademark will inure to Toast’s, or the applicable Third Party’s benefit, as applicable.

11.6. Trademarks

The trademarks, service marks, and logos of Toast (the “Toast Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Toast. Other Toast product and service names located in the Services may be trademarks or service marks owned by a Restaurant or other third-parties (the “Third-Party Trademarks”, and, collectively with the Toast Trademarks, the “Trademarks”). Nothing in these Terms of Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in the Services without the prior written consent of Toast specific for each such use. The Trademarks may not be used to disparage Toast or the applicable third-party, Toast’s or third-party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Except as described herein, the use of any Trademarks is prohibited without Toast’s prior written consent. All goodwill generated from the use of any Toast Trademark or Third-Party Trademark will inure to Toast’s, or the applicable Third Party’s benefit, as applicable.

12. Termination of the Terms of Service

These Terms of Service continue to govern your use of the Services unless and until such time as you or we terminate your use of any applicable Service. Upon termination, you will lose access to the relevant Services, and we may delete any information stored regarding you or your transactions through the Services. Termination of your use of any of the Services does not relieve you of the obligation to pay for any Purchases made as well as related fees and charges already incurred. In the event of termination of your use of the Services by you or us, we will not provide any refunds for amounts previously paid through the Services.

Toast reserves the right, in its sole discretion, to limit, suspend, or terminate your Toast account and/or access to all or any part of the Services at any time and for any reason without notice to you and without liability to you or to any third party. Additionally, any of the Services, or any feature of portion thereof, may be modified, replaced, suspended, or terminated, without or notice at any time, in Toast’s sole discretion, without liability.

13. Electronic Communications (E-Sign Disclosure and Consent)

These terms describe how Toast delivers communications to you electronically. We may amend these terms from time to time, and if we make substantial changes, we will provide you with reasonable notice in accordance with any communication preferences you have given to us, and by posting notice of the updates on our Website.

13.1. Consent for Electronic Communications

You agree and consent to receive electronically all communications, agreements, disclosures, notices and documents (collectively “Communications”) that we provide in connection with your Toast account and the Services we provide. We may at times be required to provide you with Communications in written form, which you agree to receive electronically instead of in paper form, including by sending via electronic mail to the email address you provide to us, or by posting notice or communicating with you via the Toast app or our Website. Communications include these Terms and any and all other agreements or policies to which you must agree in order to use the Services, including updates to those agreements and policies; payment authorizations and transaction receipts or confirmations customer service matters; and any other communication related to your use of the Services.

It is your responsibility to keep your email address accurate and up to date so that Toast can communicate with you. You can update the email address associated with your Toast account by logging in and accessing the Profile section within the Toast app or any Online Ordering page.

All Communications sent in electronic format will be considered to be in “writing and are considered received by you upon posting through the Website or Toast app, or sending to you via electronic email or SMS, regardless of whether you have accessed that communication.

13.2. Consent to Contact Mobile Number

By voluntarily providing your mobile phone number to Toast, you agree that Toast may contact you via these methods. If you provide a mobile number, you expressly agree that Toast may contact you via telephone, SMS or MMS messages at that phone number, and you hereby consent to receiving such communications for transactional, informational, and operational purposes.

13.3. Ability to Receive Communications

By voluntarily providing your mobile phone number to Toast, you agree that Toast may contact you via these methods. If you provide a mobile number, you expressly agree that Toast may contact you via telephone, SMS or MMS messages at that phone number, and you hereby consent to receiving such communications for transactional, informational, and operational purposes.

13.4. Term of Consent

Your consent to receive electronic Communications is valid until and unless you revoke it. You may revoke your consent at any time, however, consent to electronic Communications is a condition of some of our Services, and if you revoke it you will no longer be permitted to use the Services. If you wish to revoke your consent for electronic Communications, please contact legal@toasttab.com.

13.5. Methods of Agreement

You acknowledge and agree that by clicking on the “I Agree”, “ Submit”, “Create Account” or similar button on the Website, Online Ordering page, Toast app or other feature offered under our Services and associated with these Terms of Service or with any other electronic document authorizing us to provide the Services to you, you are indicating your intent to sign these Terms and/or other agreement. You also agree that clicking on these buttons on the Website, Online Ordering page or Toast app shall constitute your electronic signature to these Terms or other such document displayed with the button(s) and relating to the Services. You further agree that your electronic signature on these Terms and any other document shall have the same legal effect under state and federal law as if you signed the documents in ink on paper.

14. Arbitration

14.1. Agreement to Arbitrate

This Section 14 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 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. You agree that, by agreeing to these Terms of Service, you and Toast are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act 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, provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.

14.2. 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).

14.3. Pre-Arbitration Dispute Resolution

Most concerns can be resolved quickly and to all parties’ satisfaction by emailing Toast’s support team at 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 (“Notice”). The Notice to Toast should be sent to Toast at 401 Park Drive, Suite 801, Boston, MA 02215, 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.

14.4. 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 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 the 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.

14.5. Costs of Arbitration

Payment of all filing, administration, and arbitrator 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.

14.6. 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.

14.7. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than Sub-Section 15.1 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 15.1 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.

15. Survival

Upon termination of your use of the Service or these Terms of Service for any reason, in addition to this section, the following sections shall survive termination: Section 1.7 (Restaurant Responsibilities), 5 (Fees), 8 (Disclaimer of Warranties, Waiver and Limitation of Liability), 10 (Indemnification), 11 (Ownership of Content, Use of Trademarks), 12 (Termination), 14 (Arbitration), 17 (Governing Law), and 18 (Miscellaneous).

16. Assignment

You may not assign these Terms of Service or any rights or obligations hereunder, by operation of law or otherwise, without our prior written consent and any attempted assignment may be void. We reserve the right to freely assign these Terms of Service and the rights and obligations hereunder, to any third party without notice and consent. Subject to the foregoing, these Terms of Service shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

17. Governing Law

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. The United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transactions Act will not apply to these Terms of Service.

18. Miscellaneous

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, including any Toast policies governing the Services referenced herein, 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.