Toast Canada - Uber Direct Company Client Access Agreement

This Uber Direct Company Client Access Agreement (the “Agreement”) is entered into as of the last signature date set forth below (“Effective Date”) by and between Uber Portier Canada Inc. (“Uber Canada”), Uber Technologies, Inc. (“UTI”, together with Uber Canada (“Uber”)) and the Company Client listed above (“Company Client”).

Supplemental Terms. This Agreement sets forth the terms for establishing Company Client’s access to Uber Direct through a third-party software maintained by Toast Canada, Inc. (the “Third-Party Software”). By signing below, Company Client agrees that Company Client’s access to Uber Direct through the Third-Party Software is subject to: the Uber Direct terms and conditions available at https://www.uber.com/legal/en/document/?name=uber-direct-api-terms-and-conditions&country=canada&lang=en (the “Uber Direct Terms”), as may be updated from time to time. The Uber Direct Terms, obligations on “Company” as defined therein are deemed to be obligations on Company Client as defined herein.

Restricted Items. Company Client may not request delivery through Uber Direct for any of the items listed on the following link, which may be updated by Uber, in its sole discretion, from time to time: https://help.uber.com/en/merchants-and-restaurants/article/what-items-are-prohibited-on-uber-eats?nodeId=67ce5ca4-82d7-490e-b890-4240587c40b ("Restricted Items"). Company Client acknowledges and agrees that it is responsible for verifying the then-current version of the list of Restricted Items.

Alcohol. If Company Client elects to request delivery of liquor products under this Agreement, Company Client will have and at all times maintain all license(s) and/or permit(s) to sell and deliver liquor products and will comply with all applicable laws in respect thereof, including without limitation, time restrictions and legal age. When placing an order for delivery services containing a liquor product, Company Client is obligated to: (i) inform Uber if a certain order contains liquor products, and (ii) include disclaimers on Company Client’s platform to provide customers with information about the restrictions for purchasing and delivering liquor products. If required under applicable law, Company Client will ensure that food or a meal is included with each delivery including liquor products, in a manner compliant with applicable laws. in any jurisdiction(s) where Uber or its affiliates do not hold a liquor delivery licence, delivery persons will deliver liquor items pursuant to and under the authority of Company Client’s liquor sales licence. Company Client will provide a copy of Company Client’s liquor sales licence to Uber or Toast Canada, Inc. upon request.

Food and Beverage. To the extent required by applicable law, food and beverage items are sold or delivered to third parties under Company Client’s retail and food and/or beverage delivery license privileges. Company Client will ensure that it prepares, handles and stores all items that include food and beverage products in accordance with applicable laws, which shall include, without limitation, all laws, rules and regulations governing time or temperature controls required for food hygiene and safety.

Required Documentation. Company Client will ensure that it provides Uber with all required documentation that Uber may request, acting reasonably, including but not limited to business license, food premises inspection certificate, food handling certificate, health inspection results, tax identification number, information regarding sales tax status, liquor license, license to sell or handle regulated items, banking documentation, and all invoice details.

Disclaimer of Liability. Company Client further acknowledges that Uber and its Affiliates will have no liability to Company for any loss, damage, non-delivery, or delay in the delivery of items requested by Company for delivery, or any unexpected issues or changes made by Uber to Uber Direct in its discretion that could arise during Company’s use of Uber Direct. Uber and its Affiliates do not take title to any items that are requested for delivery through Uber Direct. Company Client agrees that no bailment is created by Company’s use of Uber Direct, and Uber and its Affiliates are not a bailee of goods.

Company Client maintains title to all product inventory until such product is delivered to the delivery recipient. To the extent required by applicable law, products are sold or delivered to third parties under Company’s retail and food delivery license privileges. Company is responsible for the costs of all substandard (or undelivered) products and will cover the costs related to reimbursement to its customers in the event any such customer(s) request a refund for substandard (or undelivered) product(s) (including, without limitation, any costs associated with retrieving any such unsatisfactory product(s), if applicable). Uber does not maintain insurance for loss, damage, or theft in respect of any of Company Client’s products. Company Client should contact an insurance agent or broker if insurance coverage is desired in connection with the delivery of its products using Uber Direct.

Removal of Access. Uber may suspend or permanently remove the access of any Company Client to delivery services, without prior notice, in the event Company Client breaches any term of this Agreement, including terms governing Restricted Items. In addition and without limiting the foregoing, Uber may suspend or permanently remove access on 5 days’ prior notice for any reason.

Company Client will comply with all applicable safety, health and quality regulations for sale of the products that Company requests be delivered through Uber Direct and in the event that Company fails to comply with such regulations, Uber is under no obligation to make such substandard products available via Uber Direct.

Capitalized terms that are not defined herein shall have the meaning ascribed to them in the Uber Direct Terms. In the event of a conflict between (a) this Agreement and the Uber Direct Terms, this Agreement shall prevail, and (b) this Agreement and any agreement between Company Client and Toast Canada, Inc. (the “Company”), this Agreement shall prevail.

The Agreement, in its entirety, consists of this Agreement and the Uber Direct Terms referenced herein and incorporated into this Agreement. An authorized representative of Company Client has caused this Agreement to be duly executed as of the Effective Date.