Toast Guest Terms of Service

The following Toast Guest Terms of Service (“Terms of Service”) are a legal agreement between you and Toast, Inc. ("Toast," "we," or “us”) and govern your access to and use of any technology, software, information or service made available or enabled by Toast and accessed via any platform or device, which include any websites, applications, features, or any other ways Toast allows you to engage with us directly or with a merchant that uses Toast.

Please read these Terms of Service carefully. There are a number of key terms to note, in particular: 

1. Overview and Acceptance of Terms 

1.1 Age & Authority Requirements. If you are an individual, you must be at least 18 years of age and legally capable of entering into contracts. If you are an entity, organization, or company, or acting on behalf of one, you confirm and agree that you are an authorized representative of such entity, and that you have the authority to, and agree to, bind it to these Terms of Service. Toast reserves the right to require age verification. 

1.2 Additional Terms & Policies. These Terms of Service expressly incorporate by reference the Toast Acceptable Use Policy (“Toast AUP”), Privacy Statement, and any other policies or terms referenced within or posted throughout the Services, which form a binding part of these Terms of Service. Collectively, these Terms of Service and all incorporated policies are referred to as the Terms.

1.3 Acceptance and Updates to Terms. By accessing and/or using any of the Services, you agree to and acknowledge the Terms. If you do not agree to the Terms, you must not access or use the Services. 

From time to time, toast may update or modify the terms, including but not limited to these terms of service, the Toast AUP, or other incorporated policies, in our discretion and will post the updated terms to https://pos.toasttab.com/toast/terms-of-service. If our changes reduce your rights or increase your responsibilities, we will use commercially reasonable efforts to provide you with notice. A single notice may be used to inform you of updates to any of the terms. The updated terms will become effective as of the effective date indicated in the notice. Continued use of the Services after the effective date constitutes your acceptance of the updated terms. It is your responsibility to review the terms regularly. To the maximum extent permitted by law, your sole and exclusive remedy in the event you do not accept the updated terms is to cease your access to and use of the Services.

1.4 Changes to Toast’s Services & Availability. We reserve the right, at any time and without prior notice, to establish limitations, change, suspend, withdraw or restrict the availability of all or any part of our Services for business, operational or any other reason. This includes but is not limited to delaying, holding or cancelling the processing of any payment transaction, loyalty points/bonuses, or access to your Toast Account if your Toast Account or activity is flagged as potentially invalid, suspicious, or in toast’s sole discretion for misconduct or fraud, if it would cause us to violate any agreement with our third party providers, otherwise violates applicable law or these terms, or if you request toast to delete your personal information.  

2. Definitions 

For purposes of these Terms, the following definitions apply:

3.1 Geographic & Feature Limitations. At this time, Toast's technology is only available to Merchants in certain regions. Not all features or Services will be available to all users at all times. The availability of Services may vary based on factors including, but not limited to, geographic location, user type, device and the version of the application being used. You are responsible for complying with all applicable laws and regulations in connection with your use of the Services. 

3.2 Merchant Interactions. You acknowledge and agree that all aspects of your Purchases and interactions with Merchants, other than the technology and payment processing services provided by Toast, are solely the responsibility of the Merchant. Each Merchant is solely responsible for its own operations, including but not limited to the provision, quality, safety, legality, and accuracy of food, beverages, products, services, environment, and representations. Once a Merchant receives your information through Toast, the Merchant’s own privacy practices and policies will govern its use of that information.

3.3 Termination and Suspension. Toast reserves the right, in its sole discretion, to suspend, restrict, or terminate your access to all or any part of the Services, your Toast Account, or remove or block any User Content at any time, with or without notice, for any reason or no reason, including but not limited to violation of these Terms or suspected fraudulent or illegal activity. Upon termination, Toast may retain your information as required by law or for legitimate business purposes. Termination does not relieve you of any obligations incurred prior to termination, including Purchases made as well as related fees and charges already incurred, and we will not provide any refunds for amounts previously paid through the Services in respect of Purchases prior to the date of termination, unless required by these Terms or applicable law. Upon termination, you may lose access to the relevant Services and we may delete any information stored regarding you or your transactions through the Services.

3.4 Use of Your Information & Personalization. Toast may collect and use information about your interactions with our Services, including, but not limited to, your Toast search history, user-created lists, food restrictions and/or dietary preferences, general information (such as location and device details), order history, and data inferred from your activity, to provide, improve, and personalize your experience. This may include offering tailored restaurant and menu recommendations, highlighting relevant offers or discounts, enabling features such as reordering, and sharing relevant information with Merchants (as further described below) to enhance your experience.Toast may use this information for these and other related purposes, as permitted by law and as further described in our Privacy Statement.

By using the Services, either through a Toast Account or otherwise, you direct Toast to share certain information (including personal information) with Merchants for the purposes of providing the Services, enhancing those Services and your Merchant experience and improving the accuracy and utility of customer profiles within Merchant customer database solutions. The types of information that may be shared include, but are not limited to, your name, contact information (such as email address and phone number), order history, Order Content, preferences, loyalty program participation and other account-related data that you provide or that is generated through your use of the Services. Such sharing enables Merchants to recognize you as a returning guest, personalize your experience and offer tailored services, promotions, or rewards. Merchants’ use of your information is governed by their own privacy practices and policies and Toast is not responsible for the privacy or data security practices of any Merchant. For more information about how Toast collects, uses, and shares your personal information, including your rights and choices regarding your data, please refer to our Privacy Statement.

3.5 Your Toast Account. When you use certain Toast Services, you can choose whether you would like to register and create a Toast Account. If you create a Toast Account, you may save certain personal information to facilitate future Transactions. You may make certain Transactions without creating a Toast Account, but you may not be able to save any personal information or preferences for future Transactions. You are solely responsible for all activity that occurs under your Toast Account, including any use of your Payment Method, except to the extent such activity results directly from Toast’s gross negligence, willful misconduct, or breach of these Terms.

In order to use the Toast App, you must download it to your mobile device and create a Toast Account. If you use the same email address or phone number for digital ordering features, the Toast App, Toast Cash, any Merchant loyalty programs, or other Toast Services, you may be registered for one Toast Account across those Services and your data and information may be linked and used across those Services.

When you create a Toast 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 use of the Services. You agree to provide true, accurate current and complete information for your Toast 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 a Toast Account with or without cause or notice, other than any notice required by applicable law. 

Only you have the right to access and use your Toast Account. You are responsible for keeping your login information confidential and secure 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 can make changes to your Toast Account information by logging in on any Toast Merchant’s Toast powered online ordering page or within the Toast App. You may also be able to view certain Toast Account-related activity, including Purchases history, by logging into your Toast Account via the Toast App.

3.6 Card Linking  Toast offers you the ability to link one or more Payment Methods to your Toast Account (“Card Linking”). By electing to link a Payment Method, you authorize Toast to associate that Payment Method with your Toast Account for the purposes of tracking and recording your purchases made at Toast Merchants and providing the Services, whether such purchases are made through digital ordering, the Toast App, or on-premise at participating Merchants. When you link a Payment Method to your Toast Account, Toast may automatically identify and associate all qualifying payment transactions made with that Payment Method at Toast Merchants, including payment transactions made without you being logged into your Toast Account at the time of purchase (for example, on premise). This process may include historical transactions associated with the linked Payment Method.

You may not link a Payment Method that you are not authorized to use or use Card Linking for any fraudulent, unlawful, or unauthorized purpose. You may unlink a Payment Method at any time through your Toast Account settings; however, unlinking will not affect the association of Transactions that have already been linked to your Toast Account.

By linking a Payment Method, you authorize Toast to collect, store, and use Transaction data associated with that Payment Method for the purposes of providing and improving the Services, including but not limited to:

3.7 Closing your Toast Account. You may request to close your Toast Account at any time and without cost by emailing help@toasttakeout.zendesk.com, but you will remain liable for any outstanding Purchases as well as any fees or other charges incurred. Except as otherwise required by applicable law, Toast will not issue refunds for amounts previously incurred through our Services once you close your Toast Account.

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

unless and until said open issues are resolved.

3.8 The Toast App. Subject to these Terms, Toast hereby grants you a non-exclusive, non-transferable, revocable license to use the Toast App in object code form only, for one Toast Account on a compatible mobile device owned or leased by you, solely for permitted use of the Services.

To download and 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 or that it  will be supported by all mobile carriers. You may use mobile data in connection with the Toast App and incur additional charges from your wireless provider. You agree that you are solely responsible for such charges.

4.1 Toast Content. Toast owns, or has a license to, all rights, title and interest (including all worldwide intellectual property rights) in and to the Services (including all derivatives or improvements thereof). Except as expressly provided herein, you have no rights in or to the Services and you will not use, copy or display the Services. No other use of the Services is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the Services. Any rights not expressly granted herein are reserved by Toast.

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 product and service names located in the Services may be trademarks or service marks owned by a Merchant or other third-parties (the “Third-Party Trademarks” and, collectively with the Toast Trademarks, the “Trademarks”). Nothing in these Terms 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 the rightsholder 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. All goodwill generated from the use of any Toast Trademark or Third-Party Trademark will inure to the rightsholder’s benefit.

4.2 Your Feedback. You may voluntarily submit suggestions, enhancement requests, ideas, feedback, recommendations or other input about the Services (“Feedback”) at any time. You hereby irrevocably assign all right, title, interest (including all worldwide intellectual property rights) in and to the Feedback to Toast and acknowledge that Toast is free to use, disclose, reproduce and otherwise exploit any and all Feedback provided by you relating to the Services in our sole discretion, entirely without obligation or restriction of any kind and without compensation or attribution. 

4.3 User Content, Ratings & Reviews. The Services may enable you to create, upload and share various types of User Content. By using these features, you can provide feedback, share your experiences and interact with Merchants and other users through our Services. The Toast AUP sets forth rules and restrictions for your use of the Services to ensure responsible and lawful use. 

For Transactions associated with your Toast Account, including but not limited to those identified through Card Linking, you may have the option to submit Order Content through the Toast App or other Toast Services. You may elect to make your Order Content publicly visible. If you choose to do so, your ratings, reviews and photos may be displayed on restaurant detail pages, or other public-facing areas of the Toast Services, and may be visible to other users. Publicly shared Order Content will display your first name and last initial as associated with your Toast Account.

User Content, including but not limited to Order Content, may be subject to scanning, review and moderation by Toast and/or third-party content moderation tools prior to being made visible within the Services. Such moderation may include automated or manual review for appropriateness, compliance with the Terms (including the Toast AUP) and other criteria determined by Toast; however, Toast does not guarantee that such moderation will identify all inappropriate or non-compliant content. Toast reserves the right, in its sole discretion, to delay, block, or remove any User Content that does not meet our moderation criteria. 

You retain all rights, title, and interest in and to your User Content. You hereby grant to Toast a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, transferable and sublicensable license to access, use, copy, reproduce, modify, adapt, display, publish, transmit, translate, create derivative works from, distribute, perform and display your User Content in connection with the operation, marketing, analytics and improvement of the Services, including without limitation for the development of potential offerings or other future products and services under consideration by Toast (whether developed independently by Toast or through a third party). Except rights that cannot be waived under applicable law, you waive any moral rights you may have in User Content.

You are responsible for all content you share via the Services, including your User Content. By uploading or sharing content, you agree and confirm that you have all necessary rights and permissions to do so, including as set out in our Privacy Statement, and that your content does not violate any law or third-party rights.

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. Section 9 (Disclaimers and Limitation of Liability) includes important limitations on Toast’s responsibility for User Content.

5.1 Third-Party Terms. The Services may contain Third-Party Content and links to Third-Party Content. You are solely responsible for reviewing all applicable third-party terms and conditions in connection with your use of the Services.

5.2 Disclaimer of Third-Party Content. Toast does not control, review, approve, monitor, warrant, endorse, or assume any responsibility for any Third-Party Content and your interactions with third parties are solely between you and the applicable third party. Toast does not review, pre-screen, or guarantee the accuracy, integrity, legality, or quality of any Third-Party Content. Your use of Third-Party Content is at your own risk. Except as expressly permitted in these Terms, you may not use, copy, display, distribute, modify, or create derivative works from any Third-Party Content without the prior written consent of the applicable rightsholder.

5.3 Third-Party Beneficiaries. Apple Inc. and Google Inc. will be a third-party beneficiary to this contract if you access the Services using applications developed for Apple iOS or Android mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service, including any license transferability and other usage rules therein.

6.1 Digital Ordering Features. Digital ordering features allow you to make Purchases from a Merchant using your own device. 

Some digital ordering features may allow you to place multiple orders as part of one Purchase. When you open a check, you may be required to provide payment information prior to completing your Purchase. By providing your payment information for pre-authorization, you agree to pay the total amount shown when you submit the final portion of your order. If a transaction completes, but you fail to complete payment for your Purchase (for example, you receive your order, but do not complete payment), the Merchant may be able to charge your payment method after a certain amount of time has passed.

6.2 Order Changes, Cancellations, Refunds and Customer Service. Merchants each set their own cancellation and refund policies. Once a Purchase has been made through our Services, you will need to contact the Merchant 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 Merchant, please contact the Merchant directly. Where the Toast App is available, each Merchant included on the Toast App’s contact information for customer service is available on its Toast App listing. Toast is not responsible for any Merchant service issues or content errors or inaccuracies related to a Merchant’s website, menu, Toast App listing, digital ordering features, marketing and promotional materials, or other materials.

Certain products and services offered by Merchants through the Services may be subject to laws and regulations that restrict their sale, purchase, possession, or delivery based on age or other criteria (“Age-Restricted Items”). Age-Restricted Items may include, but are not limited to, alcoholic beverages, tobacco products, hemp or CBD products, and other regulated goods.

By making a Purchase of any Age-Restricted Item through the Services, you agree and confirm that:

Toast is not the seller or supplier of any Age-Restricted Item offered by Merchants and is not a party to any Transaction involving such items. Toast acts solely as a platform provider and is not responsible for holding any license or authorization to sell, distribute, or deliver Age-Restricted Items. Toast disclaims all responsibility and liability for the legality, quality, safety, or delivery of Age-Restricted Items and for any Merchant’s compliance with applicable law. The availability of Age-Restricted Items through the Services may vary by jurisdiction. Toast reserves the right to restrict or prohibit the sale or delivery of any Age-Restricted Item through our Services in any location or to any user, in their sole discretion and as required by law. Additional requirements may apply to other Age-Restricted Items as set forth in the Services or by the Merchant.

6.4 Alcoholic Beverages. By making a Purchase of alcoholic beverages, you confirm and agree that you are at least twenty-one (21) years of age (U.S.) or the applicable legal age where you are located, and you agree to comply with all additional requirements imposed by applicable law.

7.1 Payment Processing. Toast acts, either directly or through a third party service provider, as a third-party technology provider to and facilitates payment processing on behalf of the Merchant as the agent of the Merchants through the payment networks. Purchases and payment transactions you make through our Services are transactions between you and the Merchant only, not with Toast or any of our affiliates. Toast is not the seller of any product or service offered by Merchants and is not a party to any payment transaction facilitated through the Services.

When you make a Purchase, you authorize the Merchant to submit the charge through Toast 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 Merchant, will assist the Merchant in submitting the payment transaction to the payment network and processing said payment transaction. 

You must provide a valid Payment Method to pay for your Purchases made through any of the Services. You authorize the Merchant to confirm your Payment Method is in good standing with the issuing financial institution and Toast may facilitate this on behalf of the Merchant. 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 Merchant may resubmit a payment transaction for processing to a payment network in the event a prior payment transaction was declined or returned and Toast may facilitate this on behalf of the Merchant.

Merchants may charge you fees as well as taxes in addition to the price of your Purchase. You may also be permitted to provide a gratuity. By making a Purchase, 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.

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.

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. 

7.2 Gift Cards. Merchants may make gift cards available for purchase, either as physical gift cards or as electronic gift cards (collectively “Merchant Gift Cards”). Toast may provide the software to assist with gift card issuance, but the Merchant is solely responsible for Merchant Gift Card issuance and management with the exception of certain actions that may be required of Toast by applicable law, for communicating any and all terms and conditions connected to such Merchant Gift Cards (which terms and conditions are controlled by Merchant and not by Toast) and for compliance with applicable laws. Merchant Gift Cards are not redeemable for cash or cash advances. 

7.3 Toast Cash & Toast Cash Bonuses. Our Services may enable you to buy, receive, or use Toast Cash to make Purchases. Toast Cash is not transferable, cannot be duplicated, and can only be used in accordance with these Terms and the specific terms provided by Toast and in accordance with applicable law. Toast Cash Bonuses may have different terms and conditions than Toast Cash that is purchased. Toast Cash is not cash or legal tender and is not redeemable for fiat money or credit. In addition, Toast Cash Bonuses do not represent prepaid or stored value. 

Toast may, in its sole discretion, provide Toast Cash Bonuses (including bonuses in the form of promotional codes) to certain individuals. In order to receive a Toast Cash Bonus, you must have a Toast Account. If you qualify for an offer for a Toast Cash Bonus in the form of a promotional code, that promotional code(s) may be sent to you via email or SMS using contact information associated with your Toast Account, or provided via the Toast App. Toast Cash Bonuses expire sixty (60) days from the day they are generated, or as otherwise set forth in the applicable offer. Each Toast Cash Bonus you receive may have a different expiration period. Unless otherwise indicated in the offer, you can only use your Toast Cash Bonus at checkout in the Toast App and a Merchant’s Toast powered online ordering page at participating Merchant locations. Not all Merchant locations accept Toast Cash Bonuses.  Toast Cash Bonuses may not be reused in the event of a cancellation and/or refund unless permitted by the applicable terms. 

Toast reserves the right to withdraw, limit, modify, cancel, or terminate any aspect of Toast Cash (including without limitation any Toast Cash promo codes or offering and any associated terms) for any reason and at any time without notice, in Toast’s sole discretion, without any liability to you. Toast Cash Bonuses are void where restricted or prohibited by law. You are responsible for paying any applicable taxes related to your use of any Toast Cash Bonuses. Toast has no obligation for payment of any taxes in connection with the distribution or use of any Toast Cash Bonus. Toast Cash Bonuses may not be applied towards taxes, fees, purchases of alcoholic beverages, or other certain menu items as designated by the Merchant. Unless otherwise indicated, Toast Cash Bonuses are single use only and cannot be combined. To the maximum extent permitted by law, any use of Toast Cash Bonuses is final and will not be refunded or returned.

7.4 Promotional Offers. From time to time, Toast and/or Merchants may create and make available promotional offers, including but not limited to promotional codes, discounts, or other incentives (“Promotional Offers”) within the Services. Promotional Offers may be funded, administered, or fulfilled by Toast, a Merchant, or both. Each Promotional Offer will be subject to its own terms and conditions as specified in connection with the applicable Promotional Offer, which may include eligibility requirements, redemption instructions, expiration dates and any other applicable limitations or exclusions. Promotional Offers may be subject to eligibility and availability. Toast reserves the right to modify, suspend, or terminate any Promotional Offer at any time without notice, except as required by law. 

Promotional Offers in the form of promotional codes must be entered at checkout or as otherwise instructed. Promotional Offers are void where restricted or prohibited by law. Promotional Offers may not be applied towards taxes, fees, purchases of Age-Restricted Items, or other certain menu items as designated in the relevant additional terms. Unless otherwise indicated, Promotional Offers are single use only and cannot be combined. To the maximum extent permitted by law, any use of Promotional Offers is final and will not be refunded or returned. Abuse of any Promotional Offer or violation of the relevant additional terms may result in disqualification from participating and/or suspension of your Toast Account.

8.1 Toast Powered Loyalty. Toast provides technology services that enable Merchants to offer you loyalty and/or rewards programs (“Toast Powered Loyalty”). You may enroll in a Merchant’s Toast Powered Loyalty program by signing up for it at the Merchant location, while placing an order online, or on other surfaces provided by Toast, subject to Merchant terms and conditions. Toast Powered Loyalty programs may be based on spend, visit, transaction frequency, or any other manners of engagement, at the Merchant’s discretion

When you enroll in a Merchant’s Toast Powered Loyalty program, your Payment Method may be linked to your loyalty account. If you pay with a different Payment Method and identify yourself as a loyalty member with a Merchant, the additional Payment Method may be associated with your loyalty account in the future. You can remove linked Payment Methods by clicking the link you receive when you sign up for a Merchant’s Toast Powered Loyalty program or through the Merchant’s online loyalty lookup page. Additionally, loyalty transactions may be associated with your Toast Account, if applicable.

If you choose to enroll in a Merchant’s Toast Powered Loyalty program, the Merchant may contact you using the contact method(s) you provide with program information and other communications related to the program. 

8.2 Merchant Terms and Conditions. The Merchant may have its own terms that apply to its loyalty programs, including Toast Powered Loyalty. Such terms are not controlled by Toast and are solely between you and the Merchant. Toast does not assume any responsibility or liability for any Merchant loyalty programs. The Merchant is solely responsible for communicating program-related changes to you. 

8.3 Points & Redemption. You may collect points when you make Purchases from that Merchant, 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 Merchant’s Toast Powered Loyalty program, or through the Merchant’s online loyalty lookup page. Points collected through any Toast Powered Loyalty program have no cash value and cannot be transferred, redeemed, sold, or exchanged for cash. In the event Toast suspends, terminates or cancel the technology services that enable Toast Powered Loyalty, Toast will, in accordance with applicable law, maintain records of your loyalty points in accordance with our data retention policies following said suspension, termination or cancellation and may assist Merchants to honor loyalty points to the extent required by applicable law.  

TO THE MAXIMUM EXTENT PERMITTED BY LAW: 

TO THE MAXIMUM EXTENT PERMITTED BY LAW: 

YOU ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN YOU AND TOAST AND THAT, IN THE ABSENCE OF SUCH LIMITATIONS, THE OTHER TERMS SET FORTH IN THE AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

10. Indemnification 

10.1 Indemnity Obligations. To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless Toast, its affiliates, directors, officers, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, fines and expenses (including but not limited to attorneys’ fees) arising from: (a) your use of and access to the Services; (b) your violation of any of these Terms or misuse of the Services; (c) your violation of any third-party right, including but not limited to any intellectual property, property, or privacy right; (d) any claim that your User Content caused damage to a third party; or (e) your violation of any applicable law or regulation. Nothing in this provision requires you to indemnify Toast for any unconscionable commercial practice by an indemnified party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Services.  

10.2 Toast’s Right to Defense. To the fullest extent permitted by law, Toast reserves the right, at your expense, to assume the exclusive defense and control of any matter which is subject to indemnification by you under this section, and you agree to cooperate with Toast’s defense of these claims. 

11.1 General. By using the Services and providing your email address and/or mobile phone number you consent to receive transactional text (SMS) messages and transactional email messages from Toast and the Merchants with whom you transact. Such communications may include, but are not limited to, requests for secondary authentication, receipts, reminders, order updates, support-related messages and notifications regarding updates to your Toast Account.

Additionally, by using the Services and providing your email address, you consent to receive marketing communications from Toast and Merchants with whom you transact using the email address associated with your Transaction, subject to applicable law. You may opt out of receiving marketing or promotional email communications from Toast or a Merchant at any time by following the unsubscribe instructions included in such emails. For more information about how Toast collects, uses, and shares your personal information, please refer to our Privacy Statement.

11.2 Communications from Toast. 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 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.

It is your responsibility to keep your contact details accurate and up to date so that Toast can communicate with you. You can make changes to the contact details associated with your Toast Account by logging in on any Toast Merchant’s Toast powered online ordering page or within the Toast App. 

All communications sent in electronic format will be considered to be in writing. Communications will be deemed received by you when they are:  posted through the Services and we have provided you with notice of such posting where required by law, or sent to you via email or SMS to the contact information you have provided. .

By voluntarily providing your mobile phone number to Toast or through any Services, you confirm you are authorized to provide that number to Toast and agree that Toast may contact you at that number. If you provide a mobile number, you expressly agree that Toast may contact you using automated telephone call, SMS or MMS messages at that phone number, and you hereby agree  to receiving such communications for transactional, informational and operational purposes.

Your agreement to receive electronic Communications is valid until and unless you revoke it. You may opt out at any time. However, agreement to electronic Communications is a condition of some of our Services and, if you revoke it, you will no longer be able to use said Services. If you wish to opt out of electronic Communications, please contact legal@toasttab.com.

11.3 Electronic Communications From Merchants. Merchants control and are responsible for the content in all Merchant communications, which shall be deemed Third-Party Content, and Toast does not take any responsibility or accepts any liability in connection therewith. Merchants are also responsible for ensuring that Merchant communications are only sent where legally required consent has been obtained and Toast does not take any responsibility or accept any liability in connection therewith. 

Marketing SMS: Merchants that you transact with may also send you marketing and promotional communications, and valid consent will be obtained where required. Such communications may be from the Merchant you transacted with and/or from other businesses within that Merchant’s restaurant group. Your consent to receive marketing SMS messages is not a condition of purchase. 

Short-Code SMS: Certain Toast Services, including but not limited to Toast Loyalty, Order & Pay, Pay Card, Order Notifications, and/or other Toast Services allow Toast Merchants to utilize certain short code numbers for communications. When you provide your phone number through the signup flow for these Toast Services, you are opting-in to receive text messages that may come from different SMS short code numbers including 86278, which code(s) may change from time-to-time without prior notice (the “SMS Short-Code”). When you opt in for these programs you will receive a text message to confirm your signup for notifications related to the applicable Toast Services. If you no longer wish to receive these text messages, text "STOP" to the SMS Short-Code. After you send the message "STOP", you will receive a reply message confirming that you have been unsubscribed. Please note that by replying “STOP,” you will be unsubscribed from receiving text messages for all of the Toast Services using the SMS Short Code. If you would like to re-subscribe to receive notifications for any of the relevant Toast Services, you can text or reply to the SMS Short-code with the word “Start”. If you need assistance with the programs utilizing SMS Short-Code you can reply to the SMS Short-Code with the keyword HELP, or you can get help directly by emailing sms@toasttakeout.zendesk.com

11.4 Opt-Out & Unsubscribe Procedures. Call and text message communications may be generated by automatic telephone dialing systems. Standard message and data rates may apply. Message frequency varies. Text HELP at any time for help. You may opt-out of text messages by replying STOP. You may have to separately opt-out of notifications related to a specific Toast Services. You acknowledge and agree that you may continue to receive text messages for a short time while your opt-out request is processed. If you opt out of marketing text messages from a single Toast Merchant you will only be opted out of marketing messages from that Merchant. You acknowledge that opting out or unsubscribing from receiving communications may impact your use

BY AGREEING TO THESE TERMS, YOU AND TOAST EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, INCLUDING A CLASS ARBITRATION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

This Section is referred to as the Arbitration Agreement. Except where prohibited by applicable law, you agree that any and all disputes or claims, whether in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that have arisen or may arise between you and Toast, whether arising out of or relating to these Terms 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 under the AAA Rules (as defined below) and under applicable law. You agree that, by agreeing to these Terms, 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.

12.2 Prohibition of Class and Representative Actions. 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 in court or in arbitration. 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).

12.3 Dispute Resolution Procedures. Most concerns can be resolved quickly and to all parties’ satisfaction by contacting Toast’s guest support team at https://toasttakeout.zendesk.com/hc/en-us. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail or nationally recognized overnight courier, a written notice of dispute (“Notice”). 

Notices to Toast must be sent via registered mail, postage prepaid, return receipt requested, to: Toast, Inc., 333 Summer Street, Boston, MA 02210, Attn: Legal. Copies of all Notices may be sent via email at legal@toasttab.com. However, a Notice will not be taken to have been delivered or received by email until delivery is effected by certified mail or overnight courier as required under this paragraph.

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.

12.4 Arbitration Procedures. Arbitration will be conducted by a single, neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) ConsumerArbitration 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 and applicable law. Decisions by the arbitrator are enforceable in court and may be vacated or modified only on the limited grounds set forth in the Federal Arbitration Act. 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, which may include a virtual venue for arbitration. If the parties are unable to agree on a location, the determination shall be made by the AAA. To the extent described in the AAA Rules, a claim or dispute may be conducted solely on the basis of documents submitted to the arbitrator. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a brief but reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

12.5 Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If you are an individual consumer, then your individual filing fee will be capped at $50, and Toast will pay the remainder of the filing fee, unless the arbitrator determines your claims are frivolous. Any payment of attorneys’ fees will be governed by the AAA Rules.  

12.6 Confidentiality. Except as may be required by law or as necessary to enforce or challenge the arbitration award in court, all aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator will be strictly confidential and may not be disclosed by either party without the prior written consent of the other party.    

13.1 Governing Law. Any action, claim, or dispute related to these Terms 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. For any court proceedings not subject to arbitration, you and Toast agree to submit to the exclusive jurisdiction and venue of the state and federal courts located in Suffolk County, Massachusetts.

13.2 Assignment. Toast may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, or sale of assets. You may not assign or transfer your rights or obligations under these Terms without Toast’s prior written consent. Any attempted assignment in violation of this section shall be null and void. These Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

13.3 Severability. If any provision of these Terms 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, which will remain in full force and effect.

13.4 Waiver. Failure of Toast to act on or enforce any provision of these Terms 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.

13.5 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, pandemic, flood or other acts of God, labor conditions, power failures and Internet disturbances.

13.6 Entire Agreement & Section Headings. Except as expressly agreed by Toast and you, these Terms 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.

13.7 Survival. The following sections shall survive termination of these Terms or your use of the Services: Limitation of Liability, Indemnification, User Content and Feedback, Arbitration and Dispute Resolution, Assignment, and any other provisions which by their nature are intended to survive termination.