Virnika US Foods Terms Addendum

This Addendum to the Terms of Service (the “Addendum”) is entered into is entered into by and between Virnika, Inc., a Delaware corporation ("Service Provider" or "Virnika"), and the subscribing restaurant identified in the account registration described in Section 1 ("Merchant" or "Customer").

This Addendum and the Special Terms herein are being offered to Merchant as a US Foods customer through the CHECK Business Tools program operated under the CHECK Business Tools Agreement between US Foods, Inc. ("US Foods") and Virnika. The pricing and promotional terms in this Addendum reflect the benefits made available to eligible US Foods customers.

This Addendum with the Terms of Service (the “Terms”) governs Merchant's use of Service Provider's AI-powered platform and services (the "Platform"). Any capitalized terms used herein that are not otherwise defined shall have the meaning given to them in the Terms.

By clicking "I Agree" (or a similar button or checkbox presented with this Addendum, Merchant accepts this Addendum and agrees to be bound by its terms. Except as expressly amended herein, all of the remaining terms and provisions of the Terms shall govern Merchant's use of the Platform; provided that to the extent that the terms in this Addendum differ from the Terms, the terms in this Addendum shall control.

1. Merchant Eligibility

US Foods Customer Number. Merchant shall provide its US Foods customer number as part of the Account Information. Eligibility for the US Foods Program Discount is subject to verification.

2. Term, Commencement, and Cancellation

2.1 Term. This Agreement shall have an initial term of twelve (12) months (the “Initial Term”).

2.2 Commencement. The Initial Term commences upon the earlier of: (i) the processing of three hundred (300) completed customer orders through the Platform, or (ii) sixty (60) days following activation of the service. Setup and onboarding may begin before commencement.

2.3 Renewal. Following the Initial Term, this Agreement automatically renews for successive twelve (12) month periods at Service Provider's standard pricing and rates in effect at the time of renewal, unless either party gives at least thirty (30) days' written notice of non-renewal before the end of the then-current term, or unless otherwise agreed in writing.

2.4 Termination.

(a) Either party may terminate this Agreement (i) upon thirty (30) days prior written notice if the other party materially breaches any of the terms and conditions of this Agreement and such material breach is not cured within the thirty (30) day period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Service Provider will have the right to suspend Merchant's use of or access to the Platform in the event that Merchant has breached this Agreement including any failure to make timely payments.

3. Fees and Payment

3.1 Fees. Merchant shall pay a subscription fee of $300 per month (the “Subscription Fee”).

3.2 Included Usage and Overage. Call-handling minutes used in a billing month in excess of the included minutes are billed at $0.43 per minute (the "Overage Fee").

3.3 US Foods Program Discount. As an eligible US Foods customer, Merchant shall receive a promotional credit of up to One Thousand Dollars ($1,000) during the first year of service. The credit is applied as a discount of up to One Hundred Dollars ($100) per month against the Subscription Fee for the first ten (10) months, until the full $1,000 credit is exhausted. The net monthly fees are therefore: months one (1) through ten (10), $200 per month plus any Overage Fees; month eleven (11) onward, $300 per month plus any Overage Fees. The US Foods Program Discount applies only if Service Provider verifies, using the US Foods customer number provided in the Account Information, that Merchant is an eligible US Foods customer. If eligibility is not verified, the standard fees in Sections 4.1 and 4.2 apply without the discount.

3.4 Continued US Foods Purchasing. The US Foods Program Discount applies only for so long as Merchant remains an active purchasing customer of US Foods. If Merchant ceases purchasing from US Foods, Service Provider may discontinue any remaining discount as soon as permitted under this Agreement.

3.5 Billing and Payment. The Subscription Fee is billed monthly in advance and Overage Fees are billed monthly in arrears. Merchant shall provide a valid payment method at or before acceptance of this Agreement and authorizes Service Provider to charge the payment method on file for all amounts due. Late amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law.

3.6 Taxes. Fees are exclusive of applicable taxes. Merchant is responsible for all sales, use, and similar taxes, excluding taxes on Service Provider's net income.