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BILL PAY

Toast Bill Pay Terms of Service

Effective: June 2, 2025

PLEASE READ THIS DOCUMENT CAREFULLY! IT IS A BINDING AGREEMENT THAT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND RESPONSIBILITIES WITH USING THE BILL PAY SERVICES.

  1. Eligibility to Use the Bill Pay Services

    1. These Bill Pay Terms of Service ("Bill Pay Terms of Service") form a binding agreement between the business logged into the Bill Pay application ("you," "your," "Merchant") and Toast, Inc. ("Toast," "we," "us," "our"). Please read these Bill Pay Terms of Service carefully, because by downloading, accessing or using the Bill Pay application, products and/or services ("Bill Pay Services") you are acknowledging that you have read, understood and agree to be bound by these Bill Pay Terms of Service, the Toast Merchant Agreement between the Merchant and Toast (the "Merchant Agreement"), and the xtraCHEF Terms of Service (the "xtraCHEF Terms"), and you acknowledge you have read Toast's Privacy Statement (available at https://pos.toasttab.com/toast/privacy) (as it may be updated from time to time, the "Privacy Statement"). If you do not agree to the Bill Pay Terms of Service, the Merchant Agreement, the  xtraCHEF Terms, or have not read Toast's Privacy Statement, you may not download, access, or use the Bill Pay Services.

    2. You may only access and use the Bill Pay Services if you are an authorized employee of Merchant that has paid for a software subscription for Toast services pursuant to the Merchant Agreement and the xtraCHEF Terms. All limitations and restrictions on your use of the Toast Services as defined in the Merchant Agreement and use of the xtraCHEF services specified in the xtraCHEF Terms are incorporated into these Bill Pay Terms of Service and apply to your use of the Bill Pay Services. In the event of any conflict between these Bill Pay Terms of Service and either the Merchant Agreement or the xtraCHEF Terms, these Bill Pay Terms of Service will govern.

    3. You agree that you are an agent of Merchant authorized to take action on its behalf, and are of legal age to enter into contracts, including these Bill Pay Terms of Service.

  2. Merchant Obligations

    1. You agree that the Bill Pay Services are a platform you can only use to track bills and make a payment for commercial, non-personal purposes (a "Bill Pay Payment") to a person or entity in the United States who is acting as a vendor of goods or services ("Vendor") and has submitted an invoice to you seeking payment for such goods and services (each, an "Invoice").

    2. You agree that you can only make Bill Pay Payments to Vendors for Invoices that have been uploaded, inputted into, or otherwise transmitted to the Bill Pay Services.

    3. You agree that you can only make Bill Pay Payments in U.S. dollars from one of the following payment sources (each, an "Eligible Payment Source"):

      1. a valid bank account issued by a U.S. bank or financial institution.

    4. Subject to Section 6 below, you agree that if a Vendor has elected to  receive payments via Virtual Card (as defined in Section 6), the Eligible Payment Source used to fund such Bill Pay Payment will be the designated bank account under Section 2(c)(i) above. 

    5. You agree that Toast is not providing payment processing services or money transmission services for Bill Pay Payments and that Toast may engage financial institution partners to process Bill Pay Payments.

    6. You agree that each Eligible Payment Source is subject to existing terms--including, but not limited to, any relevant credit or transaction limits, credit and interest terms, rewards programs, or other applicable terms–set by the applicable issuing bank or financial institution.

    7. You agree that Toast may restrict categories of Vendors to whom Bill Pay Payments may be made, and that you cannot make Bill Pay Payments to any Vendors in the categories listed in Exhibit A to these Bill Pay Terms of Service, which Toast reserves the right to change from time to time, and may require you to accept to continue to use the Bill Pay Services. You agree that Toast may refuse to allow you to use the Bill Pay Services to initiate payments to any Vendor, in our sole discretion, for any reason.

  3. Adding Invoices

    1. You can only add an Invoice in the Bill Pay Services for Vendors you have identified in xtraCHEF. Before you can add an Invoice in the Bill Pay Services, you must first add a Vendor for that Invoice by following the instructions to add a Vendor in the xtraCHEF.

    2. You must add an Invoice by following the instructions in the BillPay Services for one of the following methods:

      1. Uploading an Invoice from your computer;

      2. Taking a photograph of an Invoice with your smartphone, using optical character recognition technology ("OCR") to recognize text on the Invoice, and transmitting that information to the Bill Pay Services;

      3. Authorizing electronic data interchange ("EDI") integration between your Bill Pay Services and specified Vendors so we can receive electronic Invoices from them;

      4. Authorizing Vendors to send Invoices to a dedicated e-mail address we establish for you to receive Invoices or forwarding e-mailed Invoices you have received to that e-mail address;

      5. Inputting information from an Invoice directly into the xtraCHEF platform; or

      6. Connecting the Bill Pay Services to the accounting program QuickBooks Online through an application programming interface ("API") to obtain information about an Invoice.

  4. Liability for Information About Invoices and Vendors

    1. You agree that it is solely your responsibility to verify the accuracy of any information regarding a Vendor or Invoice provided to the Bill Pay Services, including, but not limited to, information provided by any person or entity you have authorized to use the Bill Pay Services on your behalf. You agree that you are responsible for verifying the accuracy of all information regarding your Vendors and Invoices in the Bill Pay Services, irrespective of whether such information was manually or automatically inputted or selected or how such information was transmitted, including through EDI, OCR, or API. You agree that neither Toast, nor any of its subsidiaries, agents, representatives, financial institution partners, or service providers, will have any liability for losses or damages resulting from the inaccuracy of any information regarding a Vendor or Invoice.

  5. Adding Eligible Payment Sources

    1. You agree that you or the person or entity you have authorized to add an Eligible Payment Source to the Bill Pay Services on your behalf by following the instructions therein to do so:

      1. Has the authority to disclose the Eligible Payment Source information and to bind you;

      2. Authorizes Toast to store your Eligible Payment Source information and to charge your Eligible Payment Source for future Bill Pay Payments initiated by you; and

      3. May update your Eligible Payment Source information or cancel this authorization to store it any time through the Bill Pay Services.

    2. You acknowledge that your Eligible Payment Source information will be used to provide Bill Pay Services, and for other purposes outlined in our Privacy Statement.

    3. You agree that we may ask for additional information, from you or third parties, before permitting use of an Eligible Payment Source, to prevent fraud and so that we and our service providers can comply with legal obligations. We may put your Eligible Payment Source, or any Bill Pay Payment authorized through such source, on hold for review. If you do not cooperate with our review process, your Bill Pay Payment may be delayed or declined. We reserve the right to limit or refuse your use of a particular Eligible Payment Source for any reason at our sole discretion.

  6. Virtual Cards

    1. As part of the Bill Pay Services, we may provide you with the ability to make Bill Pay Payments to participating Vendors using virtual payment cards (the “Virtual Card Service”) issued by Adyen N.V., or a substitute issuer selected by us (in either case, the “Issuer”, and each card, a “Virtual Card”). If a Vendor participates in the Virtual Card Service, then, as long as you have not opted out of the Virtual Card Service (see below), Bill Pay Payments that you have elected to pay from your designated bank account through the Bill Pay Services may be made to such Vendor with a Virtual Card. We will determine the manner in which Virtual Cards will be provided or delivered to the Vendor. 

    2. Your use of Virtual Cards will be subject to these Bill Pay Terms and Conditions and the Issuer’s terms and conditions, which are linked at the top of this agreement and incorporated herein by reference. Virtual Card accounts are not connected to any extension of credit. They are prepaid accounts that are generally funded by an automated clearinghouse network (“ACH”) debit from your designated bank account, and an ACH credit to your Virtual Card account with the Issuer, as described further in the Issuer’s terms and conditions. Virtual Cards may solely be used for Bill Pay Payments to Vendors using the Bill Pay Service. 

    3. In our discretion, we may refuse to direct a Bill Pay Payment through the Virtual Card Service, or we may change the payment method from a Virtual Card to a direct ACH credit or a check to the Vendor, for any reason. If a Vendor opts out of the Virtual Card Service and/or from receiving Bill Pay Payments from you via Virtual Cards after a Virtual Card payment has been submitted, or if a Vendor fails to redeem a Virtual Card within forty (40) days of issuance to the Vendor, then, in our discretion, your payments to that Vendor through the Bill Pay Services may be made through another Eligible Payment Source or we may contact you for instructions on how to reissue your Bill Pay Payment. If applicable, you authorize us (or the financial institution processing your Bill Pay Payments) the right to credit to your bank account the amount(s) of any unprocessed Virtual Card payments, less any fees that you owe to us. 

    4. Toast shall have no responsibility or liability for Bill Pay Payments made via Virtual Card that are not timely redeemed by the applicable Vendor, or otherwise related to the acceptance or return of Virtual Card payments by a Vendor. Disputes between you and your Vendor regarding your Bill Pay Payments with a Virtual Card should be resolved in accordance with Section 13 of these Bill Pay Terms and Conditions.

    5. You may opt-out of the Virtual Card Service at any time by contacting us at toastbillpay@toasttab.com. It may take up to five (5) Business Days to process your opt-out. If you opt-out, you will have the option to make Bill Pay Payments via any other available Eligible Payment Source; however, Bill Pay Payments that you have scheduled prior to the effective date of your opt-out may still be made via Virtual Card.         

  7. Authorizing Bill Pay Payments

    1. To authorize a Bill Pay Payment, you must follow the instructions in the Bill Pay Services to provide the following information (collectively, the "Payment Instructions") to us and then submit a Bill Pay Payment:

      1. The Eligible Payment Source you are using to fund your Bill Pay Payment;

      2. The amount of the Bill Pay Payment and the date it should be initiated;

      3. The Invoice you want to pay, and information sufficient to identify the Vendor's bank or other spending account and/or mailing address ("Vendor's Account") to which you want to send the Bill Pay Payment.

    2. You agree that, once you provide Payment Instructions and submit a Bill Pay Payment, you authorize Toast, the financial institution processing your Bill Pay Payment, and/or the Issuer (as applicable), to initiate debits, credits, or charges, as applicable, to the Eligible Payment Source, and, if necessary, to make adjustments for any errors, and to deliver funds: (i) for funds disbursed via ACH, to the Vendor's Account, (ii) for funds disbursed by check, to a check vendor's bank or other spending account so a check can then be provided to the Vendor's Account, or (iii) for funds disbursed via Virtual Card, to the Issuer so that the Virtual Card payment may be redeemed by the Vendor. Bill Pay Payments funded from your designated bank account will be made through the initiation of debits or credits, as applicable, via ACH, and you agree that it may take more than 60 days for your bank or financial institution to receive notice of the return or reversal of an ACH debit.

    3. For Bill Pay Payments made via Virtual Card, you authorize the Issuer to provide Virtual Card information to the Vendor on your behalf for redemption. 

  8. Scheduling Bill Pay Payments

    1. You must submit Bill Pay Payments through the Bill Pay Services sufficiently in advance of any Invoice due date for a Vendor to receive timely payment. The Bill Pay Services may inform you of an estimated number of days after you submit Bill Pay Payments for the funds to arrive in your Vendor's Account. Such estimates are for convenience only, and we do not represent, warrant, or guarantee that your payment will arrive within any specified timeframe of the date you submit Bill Pay Payments. Generally, you should schedule any Bill Pay Payment at least twelve (12) business days before the due date to ensure timely payment; however, this timeline may be longer if the Vendor has certain payment instructions, including payment by check (which will require time for mailing). You agree that you will be solely responsible, and we will not be responsible, for any penalties, interest charges, and other late payment fees imposed by a Vendor or any other third party, even if it takes longer than the number of business days estimated by the Bill Pay Services for the payment to arrive in your Vendor's account.

  9. Canceling Bill Pay Payments

    1. Bill Pay Payments that are scheduled but have not yet begun to be processed may be canceled through the instructions specified in the Bill Pay Services. Once your bank or financial institution has begun to process a Bill Pay Payment, it cannot be canceled, stopped, reversed, or otherwise recovered.

  10. Insufficient Funds or Issues with Eligible Payment Source

    1. If your selected Eligible Payment Source is not in good standing or does not have sufficient available funds to fund the amount of the Bill Pay Payment you have authorized, your Bill Pay Payment may not be processed until it is rescheduled, your Eligible Payment Source is in good standing, and enough funds are available to cover all Bill Pay Payments you have scheduled from that Eligible Payment Source.

  11. Discretion to Refuse Bill Pay Payments

    1. You agree that we reserve the right to refuse to transmit any Bill Pay Payment for any reason at our sole discretion, and that any financial institution involved in processing your Bill Pay Payment may refuse to process your Bill Pay Payment for any reason at its sole discretion.

  12. Liability for Bill Pay Payments and Payment Instructions

    1. You agree that you shall be fully responsible for any overdraft and overdraft fees you incur, as set forth in your agreement with the issuing bank or financial institution, as well as all late fees, interest charges, or other action taken by the Vendor.

    2. You agree that you are responsible for the accuracy of all information you or any other party you authorize to do so provides us in connection with any Payment Instructions or authorizations for Bill Pay Payments. We are entitled to rely on the information you or any other party you authorize to do so provides us in connection with your use of the Bill Pay Services, including, without limitation, the Payment Instructions, applicable Invoice to be paid, and applicable Vendor's Account that is to receive a Bill Pay Payment. You agree to bear all risk, and neither we, nor any of our subsidiaries, agents, representatives, financial institution partners, or service providers, are liable for any losses you incur, if we are unable to initiate or complete a Bill Pay Payment for any reason including, but not limited to, inaccurate or insufficient Payment Instructions, the failure of the Vendor to claim the Bill Pay Payment, a failure by either you or the Vendor to provide us with any information that we request, or an inability to verify your identity or the identity of the Vendor to our satisfaction.

  13. Vendor Disputes and Chargebacks

    1. Any dispute that you have with a Vendor regarding Bill Pay Payments or the Bill Pay Services is solely between you and such Vendor, and you agree that Toast is not responsible for resolving any such disputes. Except as set forth below with respect to chargebacks, you should address any such dispute directly with your Vendor.. 

    2. You agree that we will not have any liability relating to any dispute between you and your Vendor regarding any Bill Pay Payment made through the Bill Pay Services including, but not limited to, disputes related to the timeliness of the payment, the account to which the payment was sent, the products or services provided in connection with the payment, or any overpayment or underpayment.

    3. You understand that you may not be able to initiate refunds or chargebacks for Bill Pay Payments made through the Bill Pay Services for disputes. If you would like to request a refund or chargeback, you may do so by emailing toastbillpay@toasttab.com, and you understand and agree that any decisions we make or otherwise communicate to you regarding the results of your request are final and binding.

    4. By authorizing a Bill Pay Payment, you acknowledge and agree that the goods or services provided by the Vendor have already been rendered or received and are to your satisfaction. You hereby forfeit any future claims regarding undelivered or untimely delivered goods or services, or insufficient or unexpected quality. We are not a party to any relationship between you and your Vendor, nor are we responsible or liable for the goods or services or delivery thereof, or any associated disputes that may arise.


  1. Ineligible Payments and Tax Information

    1. You understand and agree that the Bill Pay Services may not be used to make tax payments, court-ordered payments, or payments related to securities transactions.

    2. You agree that you are responsible for any tax information reporting requirements with respect to payments made to your Vendors and you agree for any such tax information reporting requirements that we are not acting as your broker, payor, middleman, or similar intermediary, and we expressly disclaim any responsibility for such tax information reporting except to the extent required by applicable law.

  2. Refused, Returned, and Unclaimed Bill Pay Payments

    1. Except for Bill Pay Payments made with Virtual Cards, Bill Pay Payments refused or returned by a Vendor or not claimed by a Vendor ninety (90) days after the processing has begun will be canceled or stopped automatically and returned to your Eligible Payment Source. If we are not able to do so, we may use other reasonable means to return the Bill Pay Payment to you, as permitted by applicable law. See Section 6(c) above for treatment of Virtual Card Bill Pay Payments not timely redeemed by a Vendor.

    2. We reserve the right to cancel or stop any Bill Pay Payment that has been claimed but not deposited or otherwise received by a Vendor within a reasonable amount of time, as determined by us at our sole discretion.

  3. Fees

    1. We reserve the right to charge fees in connection with the Bill Pay Services (including in connection with the Virtual Card Service) and/or Bill Pay Payments, but will provide notice of any fee to you before it is assessed. Any fee we charge in connection with the Bill Pay Services and/or any Bill Pay Payment, including how any such fee will be collected, will be disclosed to you in the Bill Pay Services. You will not be responsible for any fees on Bill Pay Payments scheduled or made prior to such disclosure.

    2. Vendors are responsible for disclosing to you in advance any fee that they may assess to you for making a Bill Pay Payment via a particular payment method. Any such fee will be disclosed to you by the Vendor directly and not through the Bill Pay Services. Toast is not liable to the extent that your Vendor fails to make such disclosure or any other applicable disclosure to you. You should resolve any disputes over fees directly with your Vendor, in accordance with Section 13 of these Bill Pay Terms and Conditions.

  4. Changes to Bill Pay Terms of Service; Consent to Receive Calls/SMS Text Messages

    1. From time to time we may update or modify these Bill Pay Terms of Service at our discretion, and will post the updated terms to http://pos.toasttab.com/xtrachef-bill-pay-terms-and-conditions. We may provide notice to you of the updated terms of service–which may include changes to any fees–by email, and/or an on-screen notification through the Bill Pay Services. The updated Bill Pay Terms of Service will become effective as of the effective date indicated in the Bill Pay Terms of Service . Any use of the Bill Pay Services after such effective date means you have accepted the revised terms. Your sole and exclusive remedy in the event you do not accept the updated Bill Pay Terms of Service is to cease your access to and use of the Bill Pay Services.

    2. You agree that Toast may contact you via phone, including by sending you text messages, or via autodialer about the Bill Pay Services. To exercise any rights you may have to opt-out or withdraw consent from receiving these messages, you may contact toastbillpay@toasttab.com.

  5. License

    1. Toast grants to Merchant a limited, non-exclusive, non-transferable, royalty-free, revocable license to access and use the Bill Pay Services solely for the purpose of making Bill Pay Payments. Merchant shall not use the Bill Pay Services for any purpose beyond the scope of the Bill Pay Terms of Service, nor shall Merchant directly or indirectly allow access to and/or use of the Bill Pay Services by any third party.

  6. Restrictions on Use

    1. Except as expressly permitted in these Bill Pay Terms of Service, Merchant shall not, and shall not permit others to engage in any activity prohibited under Section 4.1 ("Usage Restrictions") of the Toast Merchant Agreement.

  7. Data

    1. As between the parties, Toast (and/or its licensors) owns or has license to all rights, title, interest, copyright and other worldwide intellectual property rights in and to the Bill Pay Services provided under these Bill Pay Terms of Service, all of which shall and is expressly intended to remain vested in Toast. Section 5 of the Toast Merchant Agreement ("Ownership: Merchant Data, Customer Data & Trademarks") shall govern the provision, ownership, and use of data associated with Merchant's use of the Bill Pay Services, including but not limited to any feedback submitted by Merchant to Toast in the course of using the Bill Pay Services. Any rights not expressly granted herein are reserved by Toast. Merchant agrees that any provisions related to Merchant Data, Customer Data, and any anonymized or aggregated data from Merchant Data, Customer Data and Personal Information in the Toast Merchant Agreement (and which are defined in the Toast Merchant Agreement) are incorporated herein and apply to the Bill Pay Services.

  8. Confidential Information

    1. Confidential information shall be governed pursuant to the Toast Merchant Agreement, except as expressly stated in these Bill Pay Terms of Service. Without limitation, Toast's Confidential Information includes the Bill Pay Services. The receiving party acknowledges and agrees there may be no adequate remedy at law for breach of this section and that such breach may cause irreparable harm to the disclosing party; therefore, in the event of a breach or threatened breach of this section by the receiving party, the disclosing party shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it might have at law or under these Bill Pay Terms of Service.

  9. Disclaimer of Warranties

    1. THE BILL PAY SERVICES ARE PROVIDED "AS IS" AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USE OR TRADE. TOAST SHALL HAVE NO LIABILITY TO MERCHANT (OR ANY OF ITS EMPLOYEES, AFFILIATES, AGENTS, OR PARTNERS) OR ANY THIRD PARTY RELATING TO THESE BILL PAY TERMS OF SERVICE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE. IN NO EVENT WILL TOAST BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, INCIDENTAL, EXEMPLARY, COVER OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS OR REVENUE, LOST BUSINESS OPPORTUNITIES, LOST SAVINGS, LOST DATA, OR COMPUTER FAILURE, EVEN IF TOAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANOTHER LIMITED REMEDY HAS FAILED OF ITS ESSENTIAL PURPOSE.
      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.

  10. Limitation of Liability for Bill Pay Services

    1. We shall have no liability to Merchant with respect to the Bill Pay Services. We are neither responsible nor liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating in any way to the Bill Pay Services, or these Terms (as well as any related or prior agreement that Merchant may have had with us).

  11. Indemnification

    1. At our request, Merchant agrees to defend, indemnify, and hold harmless us, our subsidiaries, and other affiliated companies, and our and their employees, contractors, officers, directors, agents, and service providers against any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses (including, without limitation, reasonable attorneys' fees) that arise from Merchant's violation of these Bill Pay Terms of Service, applicable law, or any third-party rights or Merchant's fraud or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by Merchant, in which event Merchant will cooperate in asserting any available defenses.

  12. Governing Law

    1. Any action, claim, or dispute related to this Terms of Service will be governed by the laws of the Commonwealth of Massachusetts, excluding its conflicts or choice of law provisions, and controlling U.S. federal law. Except as set forth in Section 15, the parties agree that the federal or state courts in the city of Boston shall have exclusive jurisdiction to hear and determine any dispute between them. The Uniform Computer Information Transactions Act, and the United Nations Convention on the International Sale of Goods, shall not apply to these Bill Pay Terms of Service.

  13. Term and Termination

    1. The Bill Pay Services shall commence on the date that Merchant demonstrates consent to these terms, and shall expire at the end of your participation in using the Bill Pay Services. These terms will automatically terminate upon any material breach by you of any of your obligations under the Bill Pay Terms of Service. If you breach these Bill Pay Terms of Service, Toast may immediately revoke your access to the Bill Pay Service(s). Toast reserves the right, in its sole discretion, to restrict, suspend, or terminate these Bill Pay Terms of Service and your access to all or any part of the Bill Pay 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 Bill Pay Services at any time without prior notice or liability.
      Sections 1 ("Eligibility to Use the Bill Pay Services"), 4 ("Liability for Information About Invoices and Vendors"), 12 ("Liability for Bill Pay Payments and Payment Instructions"), 22 ("Disclaimer of Warranties"), 23 ("Limitation of Liability for Bill Pay Services"), 24 ("Indemnification"), 25 ("Governing Law"), and 27 ("Arbitration") will survive the termination of these Bill Pay Terms of Service.

  14. Arbitration

    1. Agreement to Arbitrate. This Section 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 Bill Pay Terms of Service or in connection with your use of the Bill Pay 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.

    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).

    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 toastbillpay@toasttab.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Toast should be sent to Toast at 333 Summer Street, Boston, MA 02210. Attn: General Counsel. ("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.

    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 Bill Pay 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.

    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.

    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. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause 18.b 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 clause 18.b is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of these Bill Pay Terms of Service will continue to apply.

Exhibit A

  • Adult Entertainment and Adult Oriented Businesses

  • Bail Bondsmen

  • Buy Here, Pay Here (in-house financing)

  • Buy Now Pay Later Providers

  • Collection Agencies / Collection Litigation Law Firms

  • Consumer Debt Buyers

  • Debt Counseling Services

  • Drug Paraphernalia

  • Firearms merchants that do not possess a Federal Firearms License (“FFL”)

  • Firearms merchants with > 50% of sales derived from modern sporting rifles

  • Firearms merchants selling 80% complete lower receivers

  • Manufacturers of modern sporting rifles (assault-style weapons) with civilian end users

  • For Profit Higher Education

  • Military and Defense

  • Multi-level Marketing

  • Payday and Payroll Lenders (including small dollar lenders)

  • Pharmaceuticals - Prescription Opioid (for majority of business)

  • Products/services solely based on guaranteed rebate, refund, or prize

  • Repossession Agencies

  • Bearer Shares

  • Consulates, Non-US Embassies, Missions to the United Nations

  • Marijuana Related Business (MRBs)

  • Money Service Businesses (MSBs) / Currency exchange

  • Payable Through Accounts (foreign or domestic)

  • Persons who have been identified as a terrorist, a terrorist organization or have a related party who has been identified as a terrorist by a government entity or other authoritative source

  • Persons who have been identified as a criminal organization by a government entity

  • Persons who have been convicted of money laundering, terrorist financing, or corruption

  • Persons who deal in the illegal distribution of arms or other military products

  • Persons who attempt to establish an account to establish an account, product, or service where the identity of the true beneficial owner(s) of the funds is required but cannot be determined

  • Persons engaged in illegal betting or wagering, including unlawful Internet gambling, per applicable law

  • Shell banks

  • Third-party payment processors who resell their services to a third-party (e.g., agent or provider or Independent Sales Organization (ISO) opportunities or gateway arrangements) or provide downstream processing for MSBs, financial institutions or other intermediaries within the JPMC account

  • Virtual asset service providers or other entities who provide services or features that anonymize or obfuscate the source of virtual asset transactions (e.g., mixers and tumblers)

  • Casinos and other Gaming establishments

  • FinTechs (include but are not limited to money transmitters, online marketplaces, merchant processors/acquirers and payment aggregators/facilitators)

  • Foreign Financial Institutions

  • Funds (i.e. Hedge, Pension, Private Equity Real Estate Investment Trusts)

  • Ingestible products containing hemp-derived CBD (e.g. supplements and food additives)

  • New Banks / Credit Unions

  • P2P Crowdfunding

  • Digital wallet, stored value, prepaid companies, prepaid phone cards or phone services, sale of mobile minutes, or quasi cash

  • Substances/services considered to be “brand damaging” as defined by Visa, Mastercard, or the Discover credit card networks

  • High-risk cyber locker merchants

  • Drug Stores, Pharmacies

  • Direct Marketing: Travel-related Arrangement Services

  • Direct Marketing: Outbound Telemarketing Merchant

  • Direct Marketing: Inbound Telemarketing Merchant

  • Free Trial (Physical goods) — Continuity/Subscription Merchants

  • Tobacco / E-cigarettes / Vaping

  • Dating Services

  • Government-Owned lottery Merchants

  • Skill games Merchants