Toast Instant Deposit Terms and Conditions (“Terms and Conditions”) effective as of December 6, 2023

1.   The Service. Instant Deposit is provided by Toast, Inc. (“Toast”) acting as a service provider to Acquiring Bank as acquirer of Instant Deposit transactions initiated by Authorized Users (as defined in Section 2.4) on behalf of Merchants. Capitalized terms used but not defined in these Terms and Conditions have the meaning assigned to them in the Toast Merchant Agreement. “You,” “your” and “Merchant” refer to the merchant customer of Toast enrolling in or using Instant Deposit. By clicking to check the box labeled “I agree to the Terms and Conditions,” you acknowledge and agree that these Terms and Conditions establish a binding and enforceable agreement between Merchant and Toast.

You acknowledge and agree that (i) once an Instant Deposit Transaction has been requested, it generally may not be reversed, canceled or otherwise adjusted in amount or in any other way, (ii) Toast reserves the right to require a reasonable waiting period of up to 20 minutes after each Transaction, as may be modified by Toast from time to time in its discretion, during which period Transaction functionality will not be available. You also acknowledge and agree that Transaction functionality may be unavailable each day between 4:30 a.m. and 6:30 a.m. Eastern Time.

“Instant Deposit” means the feature which enables a Merchant to request funds sourced from its Daily Sales (or portion thereof) to be sent to the Merchant’s Destination Account outside of the settlement schedule described in Section 4 of the Payment Processing Terms of the Toast Merchant Agreement.

In order to use Instant Deposit, the Daily Sales with respect to which a Transaction is initiated, the Merchant, the User and the Destination Account (each defined below), each must satisfy the applicable Eligibility Criteria set forth in Section 2 below. Transactions may be initiated only by Authorized Users on behalf of Merchants via the Application, and Merchants may provide information requested or required in connection with Instant Deposit solely by acting through an Authorized User. Merchants may initiate Transactions solely with respect to Daily Sales.

Merchant must provide to Toast the following information for the applicable debit card linked to a Destination Account: the card number on the face of the linked debit card (also known as the PAN or primary account number), the three-digit security code on the back of the linked debit card (also known as the CVV2 code or CVC2 code) and the linked debit card’s expiration date, together with such other information regarding the linked debit card or Destination Account as Toast may request. Merchant may have no more than the maximum number of Destination Accounts specified or available in the Application. Merchant acknowledges and agrees that Toast may verify the validity of a Destination Account (or linked debit card) by arranging to initiate a micro-deposit, and if it does so that the Destination Account (or linked debit card) will not be eligible for Transactions unless and until Merchant provides any required confirmations.

Once a Merchant has provided all required information and all Eligibility Criteria are met, Merchant may initiate Transactions using the Application. Each Transaction is typically completed within 30 minutes after it is initiated, subject to Section 7 below. Daily Sales with respect to which Transactions are initiated will be deducted from a subsequent deposit to Merchant of Net Sales Proceeds, together with applicable Fees. You authorize Toast to deduct such amounts, or to instruct its payment provider to deduct such amounts, accordingly.

1. Eligibility Criteria. The “Eligibility Criteria” that must be met for Merchant, all Daily Sales, each Destination Account and each User are as follows:
   1. Merchant Eligibility Criteria. Merchant: (i) is at all times in good standing under a Toast Merchant Agreement, as determined by Toast, (ii) has accepted and agreed to these Terms and Conditions, (iii) has provided Toast with any information that Toast may request from time to time to verify the identity of the Merchant or any User or any account details of the Destination Account and (iv) is not subject to any lien, garnishment, levy of execution or other judicial or extra-judicial process pursuant to which any third-party creditor has the right to receive all or any portion of Merchant’s Net Sale Proceeds (collectively, “Liens”).
   2. Daily Sales Eligibility Criteria. All Transactions initiated by Merchant relate to Daily Sales in respect of Payments accepted at locations in the United States, provided that Toast may restrict Merchant’s ability to initiate Transactions with respect to certain Daily Sales in United States territories.
   3. Destination Account Eligibility Criteria. Each Destination Account is linked to an active debit card that is validly issued by a United States depository institution insured by the Federal Deposit Insurance Corporation and that bears the marks of such Payment Network or Payment Networks as Toast may designate as acceptable from time to time. Merchant owns the Destination Account or has the right to access and use the Destination Account sufficient to enable Merchant to deposit or cause the deposit of Net Sales Proceeds thereto.
   4. Authorized User Eligibility Criteria. The individual accessing Merchant’s instance of the Application (“User”) meets the following requirements: such User (a) is duly authorized to act on the Merchant’s behalf, to bind the Merchant to commercial contracts (including these Terms and Conditions), to direct the deposit of Merchant’s Net Sales Proceeds to the Destination Account and otherwise to access the Destination Account and the Merchant’s Bank Account on behalf of the Merchant and (b)(i) directly or indirectly owns 25 percent of the equity interests of Merchant (“Beneficial Owner”), (ii) has significant responsibility to control, manage, or direct Merchant, such as an executive-level officer or other individual who regularly performs similar functions (“Control Person”) or (iii) has been delegated permission to access Merchant’s Bank Account and other relevant financial accounts of the Merchant by a Beneficial Owner or Control Person as communicated to Toast. Each User meeting the requirements of this Section 2.4 is referred to as an “Authorized User.”
2. Security. Merchant is solely responsible for keeping secure their login, password, PIN, challenge questions, credentials and devices necessary to access electronic messages used for authentication to the Application and the content of any such messages, or other credentials or information necessary to access the Application (collectively, “Access Information”). Merchant must notify Toast immediately by calling (617) 682-0225 if Merchant believes any of the following has occurred or may occur: (i) any Access Information has been lost, stolen or otherwise compromised, (ii) someone has gained unauthorized access to any Access Information or the ability to use Instant Deposit or the Application without authorization, or (iii) someone has used Instant Deposit to transfer funds, or may use Instant Deposit to transfer funds, without the Merchant’s permission or in a manner inconsistent with these Terms and Conditions.
3. Errors or Misdirected Funds. Unless otherwise required under Applicable Law and Rules, Toast and Acquiring Bank are not responsible or liable to Merchant, and Merchant assumes all liability, for any losses, delays or misdirected funds resulting from (i) any errors in or changes to information provided by Merchant pertaining to Destination Account details, Transactions initiated by Merchant or other information provided by Merchant (including any action or omission by Toast in attempting to resolve or correct such errors or implement such changes) or (ii) any unauthorized access to Instant Deposit or the Application, any unauthorized Transactions, or the use or misuse of lost, stolen or compromised Access Information. Merchant must notify Toast immediately by calling (617) 682-0225 if Merchant detects any such error or unauthorized access.
4. Limits. Merchant may use Instant Deposit for Transactions subject to the amount of Daily Sales available and any applicable transaction or velocity limits (which may be minimum limits or maximum limits) that Toast may establish from time to time, including those set forth in Schedule 1, and the other terms, conditions and restrictions set forth in these Terms and Conditions. Merchant agrees Toast may change limits or establish new limits at any time. In addition, the issuer of the Destination Account may impose their own fees and lower limits on credits to the Destination Account.
5. Fees. Without limitation of Fees described in the Toast Merchant Agreement, the Fees described in Schedule 2 apply to Merchant’s use of Instant Deposit (“Instant Deposit Fees”) and are paid to Toast in exchange for making the Application available. For clarity, Instant Deposit Fees are “Fees” under the Toast Merchant Agreement. Toast may collect the Instant Deposit Fees by deducting the applicable amount in respect thereof from the face amount of each Transaction. The issuer of Merchant’s Destination Account may charge additional fees over which Toast has no control. Your payment of Instant Deposit Fees does not relieve you of any obligation to pay fees to such issuer, and your payment of any fees charged by such issuer does not relieve you of any obligation to pay Instant Deposit Fees to Toast.
6. Transaction Submission and Availability of Funds.
   1. Each time Merchant submits a Transaction using the Application, Merchant submits, and authorizes and directs Toast to submit to Acquiring Bank and/or a Payment Network on behalf of Merchant, a request to the issuer of the debit card linked to the Destination Account to credit the applicable amount of Daily Sales (after deductions for applicable Fees), to the Destination Account.
   2. Transactions are expected to post to your Destination Account as available funds in real-time or near-real time and typically within 30 minutes after initiation. However, Transaction completion and funds availability may be delayed by the issuer of your Destination Account or other third parties beyond the control of Toast or Acquiring Bank. If funds are not available in the Destination Account on the expected timing, Merchant should contact the issuer of the Destination Account. In addition, the ability to initiate or complete a Transaction and the receipt of funds in Merchant’s Destination Account may be delayed, withheld, rejected, blocked or otherwise restricted by the Acquiring Bank or Toast if, in their reasonable discretion, the Transaction would or may infringe on legal or regulatory requirements or for reasons relating to fraud or risk concerns or suspicious activity. A Transaction also may fail or undergo delay for technical reasons relating to the Destination Account or the Daily Sales. Toast will notify Merchant by pop-up window or other messaging within the Application in the event that Toast learns that a Transaction that Merchant initiates is not possible or is not completed. If a Transaction is not completed, the applicable Daily Sales will not be deducted from subsequent payment of Net Sales Proceeds (without limitation of Toast’s rights under the Toast Merchant Agreement).
7. Merchant Representations and Warranties. Merchant, and User on behalf of Merchant, each make the following representations and warranties when agreeing to these Terms and Conditions and each time Merchant submits a Transaction, as applicable:
   1. All information provided by the Merchant in connection with each Transaction, verification of Merchant’s and each User’s identity and the Destination Account, is true, accurate and complete in all respects, and Merchant will update any such information as promptly as possible if necessary to make it true, accurate and complete.
   2. All Eligibility Criteria are satisfied with respect to Merchant, the applicable Daily Sales, each Destination Account and each User, and the User accepting these Terms and Conditions on Merchant’s behalf is an Authorized User.
   3. Merchant will use Instant Deposit solely for Transactions to credit a Destination Account it controls or over which it exercises authority sufficient to satisfy all applicable Eligibility Criteria, and will not use, or attempt to use, Instant Deposit to transfer funds (i) to any other person or account (such as a vendor, contractor, employee or customer) or other third party payee, (ii) in connection with any fraudulent conduct or other conduct in violation of Applicable Law and Rules or (iii) in violation of these Terms and Conditions or the Toast Merchant Agreement.
   4. Merchant acknowledges and agrees that Toast acts solely as an administrator of the Application and the Instant Deposit program with respect to Transactions and information submitted by Merchant, acts solely at the instruction of Merchant and does not act as a money transmitter in respect of Transactions, and that Toast does not have a role in the flow of funds to the issuer of the Destination Account. Merchant expressly instructs Toast to direct its payment providers on Merchant’s behalf to settle a portion of Net Sales Proceeds equal to the amount of each Transaction (less applicable Fees) to the Acquiring Bank (including directly or indirectly through an intermediary or service provider) to account for the settlement of such Transaction, instead of to the Merchant’s Bank Account.
   5. Merchant has identified to Toast its Beneficial Owner(s) and if applicable its Control Person(s) in connection with Merchant’s establishment of a Toast Account, provided any information pertaining thereto as requested by Toast from time to time, and has kept such information up-to-date on a continuing basis.
8. Use of Information.
   1. Toast may use or disclose any personal information collected from you in connection with Instant Deposit as provided in Toast’s Privacy Statement and solely for activities related to providing Instant Deposit. Merchant acknowledges and agrees that Toast is relying upon and may use or disclose any information provided by Merchant to submit and complete Transactions initiated by Merchant and for verification purposes as contemplated under Section 2.
   2. If Merchant uses the Application to store any Destination Account or linked debit card, Merchant expressly acknowledges and agrees that information relating thereto may be displayed to Authorized Users in the Application and authorizes use of the Destination Account or linked debit card to complete Transactions until such authorization is expressly revoked by an Authorized User by instructing Toast to remove the Destination Account or linked debit card from the Application.
9. Disputes. Once an Instant Deposit Transaction has been requested, it generally may not be reversed, canceled or otherwise adjusted in amount or in any other way. If you wish to initiate a dispute as to any Transaction, you may contact Toast by emailing us at instant-deposits@toasttab.com.
10. Termination. Toast may terminate or modify these Terms and Conditions or its provision of Instant Deposit, including temporary suspension, at any time to the extent permitted under Applicable Law and Rules. Without limitation of Toast’s right to modify, suspend or terminate its provision of Instant Deposit, Merchant expressly acknowledges and agrees that Toast may suspend Merchant’s access to Instant Deposit if Merchant is or becomes subject to any Lien.
11. Applicability of the Toast Merchant Agreement. The Toast Merchant Agreement applies to Merchant’s use of Instant Deposit hereunder, and Instant Deposit is a “Service” as that term is used under the Toast Merchant Agreement. For clarity, without limitation, the following sections of the Toast Merchant Agreement apply to Toast’s provision of, and your use of, Instant Deposit as though fully set forth herein: Section 9 (Disclaimer of Warranties), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12 (Confidential Information), Section 14 (Arbitration), Section 15 (Notices), Section 16 (Force Majeure), Section 17 (General Provisions) and Section 18 (Definitions).
12. Additional Definitions. The following terms have the following meanings as used herein:

“Application” means the Instant Deposit web portal hosted by Toast located within Toast Web (https://www.toasttab.com/login) and made available to Authorized Users of Merchants to conduct Transactions, and any mobile or point-of-sale application provided by Toast with similar functionality.

“Acquiring Bank” means Sutton Bank, Member FDIC, or another financial institution approved by one or more Payment Networks to acquire Transactions and originate credit transfers to Destination Accounts in respect of thereof.

“Daily Sales” means amounts in respect of U.S. dollar-denominated Payment transactions, excluding American Express Payment transactions, that Merchant has accepted and closed at the point-of-sale and for which Merchant has received an “authorized” (or “AUTH”) response from a Payment Network (and that has not been refunded, voided or charged back), that Merchant has not yet captured for settlement, minus each of the following to the extent applicable, as determined and calculated by Toast in its discretion:

1. All applicable Fees due and owing in respect of the processing of applicable Payments or other amounts due and owing from Merchant to Toast or to a third party, including any mutually agreed holdback in respect of a Toast Capital loan or other agreed amounts, and any amounts in respect of Liens (without limitation of Toast’s right under Section 11 to suspend Merchant’s access to Instant Deposit if Merchant becomes subject to a Lien), including in each case any such amounts that may have accrued in the time since Merchant’s most recent receipt of settlement of Net Sales Proceeds;
2. An amount in the nature of a reserve to prevent or mitigate risk to Toast, Acquiring Bank or a Payment Network; and
3. Any Transactions since the time Merchant last captured Payments for settlement.

“Destination Account” means a bank transaction account linked to a debit card branded with the marks of such Payment Network or Payment Networks as Toast may designate as acceptable from time to time, and that Toast determines is eligible to receive Instant Deposit transactions.

“Toast Merchant Agreement” means the “Merchant Agreement” between Toast and each Merchant (the latest version of which is available at https://pos.toasttab.com/merchant-agreement), including the Payment Processing Terms and any other agreements incorporated therein by reference, and any Order Form executed by Merchant, pursuant to which, among other things, such Merchant agrees to comply with the Operating Regulations of each Payment Network.

“Transaction” means a request made through the Application to initiate an Instant Deposit transaction, evidenced by written confirmation from Toast (including confirmation by email).

Schedule 1 Transaction Limits

1. Amount limits:
   • Single Transaction minimum limit: $25.00
   • Aggregate daily Transaction maximum limit: $5,000
2. Velocity limits:
   • 150 transactions per day
   • 250 transactions per 7-day period
   • 750 transactions per 30-day period

The amount and velocity limits described above are not exclusive, and Toast may establish other limits from time to time, as described in Section 5. Examples of circumstances where other or additional limits may apply include without limitation limits for Merchants and their Authorized Users who have recently enrolled in Instant Deposit, and Destination Accounts recently added to Instant Deposit, each as determined by Toast in its sole discretion.

Schedule 2

Instant Deposit Fees

Each Transaction:

• Through January 7, 2024: From the effective date of these Terms and Conditions through and including January 7, 2024, Toast will deduct an Instant Deposit Fee of 1.50% of the face value of each Transaction. For example, if you request a $100 Transaction on or before January 7, 2024, Toast will deduct an Instant Deposit Fee of $1.50, and the remaining $98.50 will post to your Destination Account.
• Beginning January 8, 2024: Beginning on January 8, 2024, Toast will deduct an Instant Deposit Fee of 1.75% of the face value of each Transaction. For example, if you request a $100 Transaction on or after January 8, 2024, Toast will deduct an Instant Deposit Fee of $1.75, and the remaining $98.25 will post to your Destination Account.