Toast POS

2 2 Merchant is (a) solely responsible for maintaining the security and control of its premises, equipment (including Hardware and associated firmware), and username(s) and access passwords to its Toast Account; and (b) fully liable for all activity of its Employees and Customers that occur under its Toast Account, whether authorized by Merchant or not Merchant agrees to immediately notify Toast if it becomes aware of any unauthorized activity under its Toast Account and will cooperate with Toast to prevent any further unauthorized activity Furthermore, regarding Hardware being shipped to the Merchant, Merchant agrees that change of title and ownership, and risk of loss, shall transfer to Merchant at the point of shipment

2 3 As part of the Services, Toast may provide access to the Toast Platform, including certain Toast Apps When Employees download or use the Toast Platform or any Employee-facing Toast App, Merchant must ensure its Employees read and agree to the End User License Agreement on their own behalf or on behalf of Merchant, as applicable, which protects Toast’s rights in the Services and allows use of the applicable Toast App only for the purposes of Merchant (including its Employees) accessing and using the Services in accordance with this Section 2 and Section 4 below Merchants who elect to use Toast Digital Ordering Services will be subjected to the Toast Digital Ordering Terms

2 4 As part of the Services, Toast may from time to time communicate with Merchant using the contact methods provided by Merchant at the time of application and/or during Merchant’s use of the Services, Hardware or Professional Services Merchant expressly agrees that if it or any of its Employees provide a mobile phone number or email address to Toast, Toast is authorized to contact Merchant or Employees, including without limitation at that number or email address using autodialed or prerecorded message calls or text messages in order to provide transactional, servicing, and account-related messages to Merchant

3. Implementation and Professional Services

3 1 If Merchant orders any Professional Services under an Order, then, upon request from Toast, Merchant will promptly provide Toast with any information, resources and assistance required by Toast to enable the implementation of the Services or ongoing provision of the Services for Merchant’s purposes as described on the Order and, if applicable, to provide training to the Employees Any dates specified in an Order are estimates only and are contingent upon Merchant’s timely compliance with its obligations relative to such implementation and any dependencies on Merchant’s performance If, and to the extent of, any default or breach on the part of Toast under this Agreement that is caused in whole or in part as a result of Merchant’s failure to timely perform its obligations under this Agreement and/or any Order, then Toast shall be entitled to relief from all liability with respect to such failure or delay, and may, in its sole discretion, terminate the Agreement, or any part thereof, upon five (5) days’ prior written notice to Merchant

4 1 Merchant will 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 (including but not limited to the use of automated systems or software (e g screen scraping) to extract data from the Toast Platform or other aspects of the Services); (f) violate or breach any operating procedures, requirements or guidelines regarding Merchant’s use of the Services that are posted on or through the Toast Platform or otherwise provided or made available to Merchant, including, without limitation, any action or inaction taken contrary to the requirements of PCI-DSS; (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 Service or Toast’s network; or (i) copy any features, functions, text or graphics of the Services, including without limitation, the structure, sequence or organization of the user Platform

4 2 Merchant represents, warrants and covenants that (a) any sales transaction submitted by Merchant will represent a bona fide sale of goods or services by Merchant to a Customer; (b) any sales transactions submitted by Merchant will accurately describe the goods and/or services sold and delivered to a Customer; (c) Merchant will fulfill all of its obligations to each Customer for which Merchant submits a transaction and will resolve any consumer dispute or complaint directly with Customer; (d) Merchant and all transactions initiated by Merchant will comply with Applicable Law and Rules; (e) except in the ordinary course of business, no sales transaction submitted by Merchant through the Services will represent a sale to any principal, partner, proprietor, or owner of Merchant’s entity; (f) neither Merchant nor any of its Employees shall retain or store any portion of the magnetic-stripe data subsequent to the authorization of a sales transaction, nor any other data prohibited by Applicable Law and Rules, or this Agreement, or engage in the unauthorized use, transfer or disclosure of the same; (g) Merchant’s use of the Services will be in compliance with this Agreement; and (h) Merchant has put in place appropriate policies as well as technical, organizational and administrative security controls to safeguard Personal Information as well as other data associated with the Services, the Hardware and Merchant’s obligations under this Agreement Except as otherwise permitted by Toast in writing, the payment processing portion of the Services may only be used in the United States of America; provided, that Toast reserves the right to restrict Merchant’s ability to accept certain Card payments in United States territories As such, Merchant may not export or otherwise make available the payment processing portion of the Services directly or indirectly, outside of the United States of America, and Merchant acknowledges that the Services may be subject to export restrictions imposed by Applicable Law and Rules, including U S Export Administration Regulations (15 C F R Chapter VII) Merchant acknowledges and agrees that Merchant is solely responsible for its own compliance with Applicable Law and Rules

4 3 Merchant will use the Services only for its management and operation of its own business, and not for any business, services or offerings of non-affiliated third-parties Without limiting the generality of the foregoing, Merchant will not act as a payment intermediary or aggregator on behalf of any third-party This means that Merchant may not use the Services to handle, process or transmit funds for any third party Merchant is also prohibited from using the Services to process cash advances

4 4 Toast will review the information that Merchant submits via an Order Form, in connection with Merchant’s request to sign up for the Services, and Toast will forward such information to its payment provider(s) Merchant hereby agrees that Toast may share information about Merchant and Merchant’s Bank Account with its payment provider(s) for the purpose of providing the Services to Merchant or with other third parties for validation purposes Once Merchant submits its Order Form, which includes the merchant application, Toast or its payment provider(s) may conclude that Merchant is not permitted to use the Services, in which case Toast may decide in its sole discretion to discontinue entering into an Agreement with Merchant, or if an Agreement has already been formed, may immediately terminate this Agreement Merchant shall ensure any information it has provided, including information regarding its Merchant Bank Account, is up to date at all times, shall notify Toast immediately of any changes thereto and authorizes and instructs Toast to share any such changes with its payment provider(s)

4 5 Merchant will provide information requested by Toast, in connection with Merchant’s application or ongoing business thereafter, within five (5) business days following such request (unless required sooner under Applicable Law and Rules or by Toast’s payment provider(s)), including without limitation invoices from suppliers, government-issued identification or a business license Merchant must also provide Toast with access to inspect Merchant’s business location(s) upon request Merchant, each of its then-current beneficial owners (i e , persons who directly or indirectly have greater than a 25% ownership stake in Merchant),  and its then-current designated control person (i e , an individual having significant responsibility to control, manage or direct Merchant),  each authorize Toast to obtain–and will provide to Toast upon request–identity-verifying information about Merchant,  beneficial owners, and such designated control person from time to time, including documentation as necessary, consumer reports on Merchant and such beneficial owners and designated control person, including information relative to criminal history, or any other information necessary to comply with the requirements of the Bank Secrecy Act, as amended by the US PATRIOT Act of 2001, or as otherwise amended, modified, or replaced from time to time, as well as requirements of the Office of Foreign Assets Control

4 6 Toast may perform maintenance on the Services from time to time, which may result in service interruptions, delays, errors or bugs Toast will not be liable for any such interruptions, delays, errors or bugs Toast may contact Merchant in order to assist Toast with the Services and obtain information needed to identify and fix any errors

4 7 Merchant may access the Services only through devices identified by Toast as compatible with and capable of accessing or supporting the Services using a wired or wireless connection to the internet The Services do not function with every device and may only be used on approved Toast Hardware Toast may alter which devices are approved as compatible with the Services in Toast’s discretion from time to time, subject to reasonable notice Merchant is (a) solely responsible for the payment of any fees that may be imposed by its internet and/or data provider and (b) its use of the Services accessed via the internet is subject to the terms of any agreements in place with such internet and/or data provider and availability and uptime of those services and wireless equipment Toast does not warrant, endorse, guarantee, or assume responsibility or liability for any product or service advertised or offered by a third party

4 8 Merchant will comply with the following requirements in connection with its use of the Services: (a) with respect to each Customer who requests the delivery of transaction receipts via text message or email, such Customer must individually enter his or her Customer Data in the appropriate space displayed on the applicable device; Merchant and/or Employees are NOT permitted to add or modify any Customer Data (including but not limited to phone number and email address) on behalf of a Customer unless requested by the Customer; (b) any communications provided to Customers as part of the Services (e g marketing, enrollment in a loyalty program) who desire to receive marketing material, enroll in a loyalty program, or otherwise receive communications from Merchant as part of the Services, must have provided their contact information as part of the Services and have consented to these communications as required by applicable law; Merchant and/or Employees are NOT permitted to add or modify a Customer's consent indication on his or her behalf unless specifically requested by Customer; (c) Merchant shall not send any communications, including transactional or commercial messages, to Customers in violation of Applicable Law and Rules, including without limitation the Telephone Consumer Protection Act of 1991, the CAN-SPAM Act (2003) and Canada's anti spam legislation contained in An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (as the same may be amended, modified, or replaced); (f) if Merchant is located in Canada and its loyalty program includes points used by guests to purchase goods or services from Merchant, Merchant may not terminate the points under such program by the passing of time alone unless the goods or services obtained through such points are, individually, worth less than $50 Canadian; (g) to the extent required by Applicable Law and Rules, if Merchant amends or terminates its loyalty program, Merchant will provide reasonable notice of such change or termination of its loyalty program to guests; and (h) to the extent required by Applicable Law and Rules, if Merchant terminates its loyalty program, Merchant will not reinstate its loyalty program within a year of such termination unless it has retained sufficient information to reinstate the points of any prior participant in its terminated program Merchant agrees to send any communications, including transactional or commercial messages, to Customers in a manner consistent with the purposes for which the Customer has provided consent or has provided their information

4 9 Merchant will abide by Toast’s Community Philosophy Toast will not tolerate threats, harm, or intimidation tactics towards Toasters - whether actual, veiled, or implied–including without limitation, derogatory or degrading language, threats, bullying, harassment, and/or intimidation

5. Ownership: Merchant Data, Customer Data & Intellectual Property

5 1 As between the parties, all Toast (and/or its licensors) rights, title, interest, copyright and other worldwide Intellectual Property Rights in and to the Hardware, Services, and Professional Services, including all derivatives, updates, modifications, upgrades, enhancements, extensions, or improvements thereof, as well as any new features, functionality, applications, or services, whether developed by or on behalf of Toast provided under the Agreement, is expressly intended to remain vested in Toast (and/or its licensors) Merchant may voluntarily submit Feedback at any time Merchant hereby irrevocably assigns and, to the extent any such assignment cannot be made at present, will assign and transfer all right, title, interest and other worldwide Intellectual Property Rights in and to the Feedback to Toast, Inc , and acknowledges that Toast is free to use, disclose, reproduce and otherwise exploit any and all Feedback provided by Merchant or any Employee relating to the Services in Toast’s sole discretion, entirely without obligation or restriction of any kind Any rights not expressly granted herein are reserved by Toast

5 2 Merchant owns all Merchant Data Merchant hereby grants to Toast a non-exclusive, royalty-free, fully paid up, and worldwide license to use, copy, modify (including the right to create derivative works of), display and transmit Merchant Data solely in connection with the Services including the development of potential offerings or other future Services under consideration by Toast (whether developed independently by Toast or through a third party) Merchant is solely responsible for the accuracy, quality, content and legality (including compliance with all Applicable Law and Rules) of Merchant Data, the means by which Merchant Data is acquired, and any transfer and use of Merchant Data outside of the Services by Merchant or any third party authorized by Merchant Merchant represents, warrants and covenants that it has all rights necessary to upload the Merchant Data to the Services and to otherwise have such Merchant Data used or shared, as applicable, by Toast in relation to the Services Merchant will not upload or store any data or materials containing any such information in violation of this Section

5 3 Merchant acknowledges and agrees that, in the course of providing the Services to Merchant, both Toast and Merchant will collect, store and use Customer Data To the extent Merchant’s use of the Customer Data is outside the scope described in this Agreement or within Toast’s Privacy Statement, Merchant shall be solely responsible for putting in place any additional controls (e g notice, consent) and governance in relation to such use Each Party’s use of Customer Data shall be in compliance with the Applicable Law and Rules

5 4 Notwithstanding anything to the contrary in the Agreement, Toast may create anonymized or aggregated data from Merchant Data, Customer Data and Personal Information that does not identify Merchant, any of your users or Employees or any other identifiable individual Such aggregated or de-identified data may include data analysis across Toast, our Merchant customers and partners and may be used for any lawful purposes, including, to use, disclose, compile, distribute and publish anonymous statistical or analytical data regarding the performance, provision, and operation of the Hardware or Services, the development of new Services or Hardware or otherwise Upon creation, as between Merchant and Toast, Toast shall own and retain all Intellectual Property Rights in and to such anonymized or aggregated data entirely without obligation to Merchant or restriction of any kind

5 5 Merchant hereby grants Toast a nonexclusive, royalty-free right and license to use and display Merchant’s Marks on its website, marketing collateral and other public disclosures, or to otherwise identify Merchant as a customer of Toast Toast obtains no rights in the Merchant Marks except for the limited right described in this sub-Section 5 5 , and Merchant retains all right, title and interest in and to the Merchant Marks All use of the Merchant Marks by Toast will inure to Merchant

5 6 Merchant agrees and acknowledges that any use or display by Merchant of a trademark or other mark owned by the Payment Network(s) shall comply with the rules and regulations issued by such Payment Network and shall cease use of and remove all such trademark(s) from display upon termination of this Agreement

6. Billing and Payment

6 1 Merchant will pay all Fees set forth in each Order All Fees are non-cancelable and non-refundable, except as otherwise provided for herein Merchant will pay all Fees in U S Dollars or in such other currency as agreed to in writing by the parties

6 2 Merchant’s Software subscription Fees to access and use the Services will remain unchanged during the Initial Term of this Agreement and will be subject to an automatic increase of three percent (3%) at the beginning of each Renewal Term Toast reserves the right to change any other Fees and/or processing rates upon thirty (30) days’ prior written notice to Merchant Such notice will include the effective date of the change(s) Merchant’s continued use of the Services subsequent to any change in Fees and/or processing rates, as applicable, will be deemed acceptance of such changes unless Merchant closes its Toast Account prior to the effective date of such change and ceases all access to and use of the Services If Merchant does not accept such Fee and/or rate change under this sub-Section 6 2, then Merchant may terminate this Agreement by providing Toast written notice prior to the effective date of such Fee and/or rate change, and in such event the Early Termination Fee under sub-Section 8 4 shall not apply (other than the processing fee for Software financing), and Merchant shall only be liable to Toast for the payment of Fees and/or rates for Services provided through the date of Merchant’s notice of termination

6 3 All amounts invoiced hereunder are due and payable as specified in the applicable Order In the event that Toast inadvertently did not provide Merchant with an invoice, or Merchant did not otherwise receive an invoice from Toast, Merchant is still responsible for paying any Fees and/or other amounts due based on Services provided Unpaid Fees that are not the subject of a written good faith dispute are subject to a finance charge of 1 5% per month (or 19 56% annually) on any outstanding balance, or the maximum permitted by Applicable Law and Rules, whichever is lower, plus all reasonable expenses of collection, including reasonable attorneys’ fees and costs Such unpaid invoices, finance charges and expenses may be deducted from the deposit of any Net Sales Proceed under Section 5 of the Payment Processing Terms Without prejudice to any right to set-off which Toast may be entitled to as a matter of law, Toast may set-off any amounts due to Merchant, including any Net Sales Proceeds, against any amounts owed or other liabilities of Merchant, now or at any time hereafter due, owing or incurred by Merchant to Toast under this Agreement

6 4 All Fees are exclusive of applicable Taxes, or similarly-related assessments or charges Merchant will be responsible for, and agrees to pay, all applicable sales, use, excise, personal property, services, value added taxes, taxes of a similar nature, and final withholding taxes (excluding personal property and capital taxes on items owned and used by Toast and excluding taxes based on Toast’s net income all of which shall be borne by Toast), imposed by any governmental authority having jurisdiction on any items, goods and/or Services being paid for by Merchant hereunder

Toast is not obligated to, nor will Toast determine whether any relevant Taxes apply, or calculate, collect, report, or remit any Taxes, to any taxing or governmental authority  on Merchant’s sale of products and services, payments received, or any other transactions arising from or out of Merchant’s use of the Services Toast makes no representation or warranty that the Services, Hardware, or Professional Services will enable Merchant to meet the tax requirements applicable to Merchant in a specific jurisdiction Merchant is solely responsible for determining what, if any, Taxes and Tax laws may apply to them, ensuring the correct and timely payment of the applicable amounts to the appropriate authority, and paying all applicable Taxes regardless of whether such Tax amounts are listed on an Order

Notwithstanding the foregoing, Toast may charge Taxes, as required by law, which Merchant agrees to pay, unless Merchant provides Toast with valid exemption documentation satisfying applicable legal requirements of the relevant tax authority Tax exemption will only apply from and after the date Merchant provides exemption documentation satisfactory to Toast Taxes shall not be deducted from the payments to Toast, except as required by law, in which case Merchant shall increase the amount payable as necessary so that after making all required deductions and withholdings, Toast receives and retains (free from any Tax liability) an amount equal to the amount it would have had no such deductions or withholdings been made

Toast may be obligated under applicable tax laws to report certain information to tax authorities (“Tax Information”) and/or with respect to Merchant’s use of the Services Upon request, Merchant shall provide Toast with the necessary information, or other reasonable assistance as appropriate to the request, so that Toast can comply with all applicable tax compliance or reporting requirements If Mechant uses Toast Services it acknowledges that Toast will report to the applicable tax and revenue authorities the required Tax Information Merchant agrees to cooperate in good faith in response to any tax authority inquiry, audit, controversy, and/or examination for purposes of substantiating and documenting Taxes collected and remitted pursuant to sales under this Agreement