End-User License Agreement

1. The App

1.1

The App will provide you with the ability to automate restaurant phone ordering and customer communications through Virnika's voice AI agents, including conversational ordering via voice and SMS, call analytics and insights, and integration with your point-of-sale (POS) system. Features may include, but are not limited to, AI-powered phone order handling, SMS-based order management, catering quote workflows, call recording and analytics, and POS integration services.

1.2

Virnika grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) of this Agreement to use the App solely for your internal business purposes. You will not otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the App. This license does not grant you any rights to Virnika's (or any other third party's) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with the App. Virnika reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to the App that are not specifically granted to you under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated with use of the App.

1.3

The App may update automatically from time to time, and you may be required to accept these updates to continue using the App. Virnika may perform maintenance on the App, which may result in service interruptions or delays from time to time. Virnika may not support older versions of the App. You are solely responsible for obtaining all equipment and services (for example, Internet connectivity and compatible POS hardware) necessary to access and use the App.

2. Fees

You will pay Virnika a monthly fee for your use of the App, which will be automatically collected through the payment method you select during set-up for the App. Usage-based charges, if applicable, will be billed in accordance with the pricing terms disclosed to you at the time of enrollment. You are responsible for payment of all sales, use, excise, or similar taxes (excluding taxes based on Virnika's income) imposed by federal, state, or local tax authority. You must notify Virnika of any billing errors within 120 days from when an error appears on your invoice, after which you release Virnika from all liability for Losses (defined below) resulting from these errors.

3. Term

This Agreement commences when you accept or otherwise download, install, copy, or use the App; and will continue month-to-month until terminated (this period of time is the Agreement's "Term").

4. Suspension and Termination

4.1

Virnika may promptly suspend or terminate your use of the App if (1) you violate this Agreement's terms; (2) Virnika believes your use of the App may damage its reputation or intellectual property rights; (3) Virnika suspends or terminates its agreement(s) with any third party involved in providing the App, including POS integration partners; (4) you exceed normal and reasonable usage for the App; (5) you experience a bankruptcy or insolvency event; or (6) you are using the App for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct with respect to use of the App.

4.2

You may terminate this Agreement at any time and for any reason (without cause) by providing notice to Virnika. Your termination will be effective at the end of the then-current month or billing period in which you give notice. You will not receive a refund for the billing period in which you terminate this Agreement.

5. Confidentiality, Data, and Ideas

5.1

Neither of us will disclose non-public information about the other's business; including, without limitation, the terms of this Agreement, technical specifications (whether related to the App or otherwise), customer lists, or information relating to a party's operational, strategic, or financial matters (together, "Confidential Information"). Confidential Information does not include information that (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is independently developed without reliance on the discloser's Confidential Information; or (4) is received from a third party that is not obligated to keep it confidential. Each of us will implement and maintain reasonable safeguards to protect the other's Confidential Information.

5.2

Neither of us may disclose the other's Confidential Information except (1) to our respective directors, officers, employees, or representatives that need to know it in order to perform our obligations under this Agreement; (2) in response to a subpoena or court order; or (3) as required by applicable law, rule, or regulation.

5.3

Virnika may use data or information obtained through the App to provide its services, for research and development (including improvement of its AI models and voice agent capabilities), or in aggregated and anonymized form to provide services generally; all subject to applicable Laws (defined below). Information Virnika collects about you or your consumers is subject to Virnika's privacy policy, which is accessible at virnika.ai/privacy.

5.4

You may provide, or Virnika may invite you to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, "Ideas"). By submitting any Ideas, you agree that (1) they are not Confidential Information; (2) they are not subject to any use or disclosure restrictions (express or implied); (3) you claim no rights in them; and (4) Virnika has no obligation to notify or compensate you in connection with their disclosure or use. You release Virnika from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.

6. Account

You will be required to register for an account with Virnika to use the App. You will provide us with accurate information when setting up your account, and will maintain your account with current information, including accurate menu data, business hours, and POS configuration details necessary for the App to function properly. You will be responsible for establishing safeguards designed to prevent unauthorized access to, disclosure, use, or alteration of your account (safeguards may include, without limitation, user names, passwords, security questions and answers, or other credentials). You must notify Virnika if you discover a security breach involving your account or the App. You are responsible for any unauthorized access to, disclosure, use, or alteration of your account, the App, or other transaction information that arises through your systems or account. It is your responsibility to back up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through your account or your use of the App (content may include, without limitation, transaction information, order data, call recordings, menu configurations, text, images, graphics, or photos).

7. Call Recording and AI Disclosure

7.1

The App may record, transcribe, and analyze telephone calls placed to your business for the purpose of providing voice AI ordering and analytics services. You acknowledge and agree that Virnika's AI agents will identify themselves as AI-powered assistants during calls, and that calls may be recorded and monitored for quality assurance and service improvement purposes.

7.2

You are solely responsible for ensuring compliance with all applicable federal, state, and local laws regarding call recording, AI-generated voice disclosure, and consumer notification requirements in the jurisdictions in which you operate. Virnika will provide reasonable disclosure mechanisms within the App, but ultimate compliance responsibility rests with you.

8. Risk Allocation

8.1

The App is provided to you "as-is" and "as-available." You are solely responsible for determining if the App meets your needs. Virnika disclaims all warranties (express or implied) related to your account or the App; including, without limitation, warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. Virnika is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with your use of the App due to its interaction with other applications, POS systems, or their content. Without limiting the foregoing, Virnika does not warrant the accuracy of AI-generated order transcriptions or voice interactions.

8.2

You will indemnify Virnika, its directors, officers, employees, agents, subsidiaries, and affiliates against any third-party claims for losses, damages, costs, or expenses (including reasonable attorneys' fees) (together, "Losses") that result from your use or misuse of the App, or your breach of this Agreement. Virnika may assume the defense of any third-party claims that you must indemnify it for (at your expense), and you will cooperate with the defense of these claims. You will not settle any third-party claims involving more than the payment of money without Virnika's written consent.

8.3

To the extent permitted by applicable law, Virnika will not be liable to you for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages; regardless of whether these damages were foreseeable or either of us was advised they were possible.

8.4

Virnika's total, aggregate liability to you for all Losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will not exceed the amount of fees you've paid to Virnika during the 3 months prior to a Loss.

9. Communications

You authorize Virnika to communicate with you electronically or otherwise using the contact information you provide to it (e.g., without limitation, via your account, the Internet, email, text, or live agent or automated calls to your mobile or other phone, even if these numbers appear on a Do Not Call or other non-solicitation registry). You are responsible for any fees charged by your communications provider for phone, text, or email communications that Virnika sends to you.

10. Compliance with Privacy Laws

Virnika makes the following additional commitments, representations, and warranties to you, Merchant:

10.1

Virnika will only process Merchant Data and Personal Information on behalf of, and as Service Provider of, the Merchant, and not collect, retain, use, or disclose that data for any purpose other than to perform Virnika's obligations under this Agreement, as permitted under CCPA and other applicable privacy and data protection laws (collectively, "Privacy Laws"). In no event will Virnika "sell" (as defined by Privacy Laws) any such personal information.

10.2

Virnika will not collect, use, retain, disclose, sell, or otherwise make Merchant Data or Personal Information available for Virnika's own commercial purposes or in a way that does not comply with the CCPA or other Privacy Laws.

10.3

Virnika will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the services set forth in the Agreement or another compatible operational purpose.

11. Data Subject Rights — Assistance with Requests

11.1

Virnika will reasonably cooperate and assist Merchant with meeting Merchant's CCPA and Privacy Law compliance obligations and respond to CCPA-related inquiries, including responding to verifiable consumer requests, taking into account the nature of Virnika's processing and the information available to Virnika. Virnika will make available to Merchant, in a manner consistent with the functionality of the Service and Virnika's role as a Service Provider of Personal Information of data subjects, the ability to fulfill data subject requests to exercise their rights under Privacy Laws.

11.2

If Virnika receives a request from Merchant's data subject to exercise one or more of its rights under Privacy Laws in connection with the Services, Virnika will redirect the data subject to make its request directly to Merchant. Merchant will be responsible for responding to any such request including, where possible, by using the functionality of the Services. Virnika shall comply with reasonable requests by Merchant to assist with Merchant's response to such a data subject request.

11.3

Virnika must notify the Merchant immediately if it receives any complaint, notice, or communication that directly or indirectly relates to either party's compliance with Privacy Laws relating to provisioning of the Services.

12. General

12.1

You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you.

12.2

Virnika may modify this Agreement from time to time and will provide you with notice when these modifications occur (notification may be through the App, email, a website, changes to the date shown at the top of this Agreement, or other electronic means). Your continued use of the App indicates your acceptance of any modifications to this Agreement. You must stop using and uninstall the App if you do not agree to any modifications that are made to this Agreement.

12.3

Each of us will comply with the laws, rules, and regulations (together, "Laws") that apply to our respective performance under this Agreement; including, without limitation, laws related to the collection and use of consumer information obtained via the App, call recording and disclosure laws, and regulations governing the use of artificial intelligence in consumer-facing interactions. You will follow the requirements of all user documentation provided for the App. You will not use your App to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scripts, or other programs; or infringe third parties' intellectual property rights.

12.4

This Agreement is governed by Delaware law, without regard to its conflicts or choice of law statutes. The courts in or for New Castle County, Delaware are proper venue for any proceedings in connection with this Agreement. Both of us waive our rights to a trial by jury in connection with this Agreement.

12.5

This is the entire agreement between us, and supersedes any prior agreements related to its subject matter. Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed; and the remaining terms will continue in effect. Virnika is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them. We are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.

12.6

You may not assign this Agreement without Virnika's written consent, which assignment is voidable by Virnika; however, Virnika may assign this Agreement without notice to you or your consent.

12.7

You may contact Virnika at:
Email: [email protected]
Address: 136 E Rosemary St #100, Chapel Hill, NC 27516