Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between Silicon Alley Inc. DBA SoftSell F&I (“SoftSell,” “SoftSell F&I,” “SoftSell F and I,” “we,” “us,” or “our”) and the company or entity (“Customer,” “you,” or “your”) that registers a dealership account, plus any individual users you authorize to access the SoftSell F&I sales-presentation platform (the “Service”). By creating an account, clicking “I agree,” or using the Service, you represent that you have authority to bind the Customer and that you accept these Terms.

1. Accounts & Eligibility

You must be at least 18 years old, located in the United States, and authorized to procure software on behalf of an automotive dealership or similar business. You agree to provide accurate registration information and to keep credentials confidential. You are responsible for all activity under your account and the accounts of any sales reps you invite.

2. Subscriptions, Trials, Billing & Cancellation

The Service is offered on a subscription basis at the tier and billing cadence (monthly or annual) you select at checkout. Prices and features are described on our Pricing page and may change with 30 days’ notice for renewals. By subscribing, you authorize us and our payment processor (Stripe) to charge your payment method for all fees, including auto-renewal at the end of each billing cycle.

Free trials. Where offered (currently the Pro tier 14-day free trial), payment information is required at signup; you will not be charged during the trial. Unless cancelled before the trial ends, your card will be charged the then-current Pro monthly rate on day 15 and on each monthly anniversary thereafter until cancelled.

Cancellation. You may cancel from your dashboard at any time. There are no annual contracts; cancellation takes effect at the end of your then-current billing cycle — you will retain access through that date and access will end the day after.

No refunds — payment is for access, not for service. All subscription fees, whether monthly or annual, are non-refundable. By submitting payment and subscribing to the Service, you expressly acknowledge and agree that:

• Payment grants you access to the SoftSell F&I platform and its proprietary content, training materials, and sales methodologies; it is not, by definition, payment for any specific service deliverable, outcome, or result.
• By submitting payment you have agreed to try the platform. Customers may cancel at any time, but we do not issue returns, refunds, credits, or pro-rated reimbursements for unused portions of any billing period — including monthly cycles, annual prepayments, or trials that converted to paid.
• The Service exposes you to proprietary sales methodologies, F&I product presentation frameworks, professionally-narrated and human-reviewed objection-handling scripts, animated illustration content, and training knowledge. This intellectual property and know-how, once accessed and learned, cannot be meaningfully “returned” or unlearned, and that fact is the explicit basis for our no-refund policy.
• This no-refund policy applies regardless of whether you actively used the Service after signup, and regardless of the number of users, deals, presentations, or feature areas you accessed.
• The only exceptions are (i) refunds expressly required by applicable law, and (ii) duplicate or demonstrably erroneous charges, which we will reverse upon verification.

Annual plans. Annual plans are paid up-front for twelve (12) months and are non-refundable except where required by applicable law. Annual plans receive a 10% discount versus the equivalent monthly cadence.

Failed payments. If a charge fails, we may suspend access until payment is successful. You remain responsible for any unpaid amounts and reasonable collection costs.

3. Customer Responsibilities & Acceptable Use

• Use the Service only for lawful business purposes related to F&I product presentation in automotive sales transactions.
• Do not present the Service in a deceptive way, misrepresent product coverage, or make claims that conflict with the actual underlying VSC, GAP, or Cosmetic Protection contracts you sell.
• Do not reverse-engineer, scrape, resell, white-label without permission, or copy proprietary scripts, animations, or AI prompts.
• Comply with all applicable consumer-protection, finance, dealer-licensing, and disclosure laws (including state-level dealer regulations and the FTC Holder Rule).
• Maintain reasonable security on your devices and credentials. Notify us immediately of any suspected unauthorized access.

4. Customer Data & Privacy

Customer-supplied data — including dealership info, deal details, vehicle information, and any content you upload — is “Customer Data.” You retain all rights in your Customer Data. You grant SoftSell a limited license to host, process, and display Customer Data solely to operate and improve the Service for you. SoftSell will treat Customer Data in accordance with our Privacy Policy.

You are solely responsible for the lawfulness of any personal information you input about your customers (e.g., consumer purchasers). You represent that you have all necessary consents under applicable law (including the Gramm-Leach-Bliley Act, the California Consumer Privacy Act, and state-level dealer privacy rules) to share such information with us.

5. Pre-Recorded Narration & Scripted Content

The Service primarily delivers pre-recorded, professionally produced narration audio and pre-written objection-handling scripts in both English and Spanish. These scripts are authored and reviewed by SoftSell — they are not generated in real time during your customer's session and are the same for every viewer. Some lightweight, optional features (such as legacy on-demand text-to-speech for customized voice samples) may still call third-party AI models; output from any such feature may be inaccurate and you are responsible for reviewing it before relying on it in a binding sales conversation. You will not rely on any audio or transcript from the Service as legal, financial, or insurance advice.

6. Intellectual Property

The Service, including its software, scripts, animations, voice presets, brand assets, and documentation, is owned by SoftSell and protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during your subscription, solely for your internal business use.

7. Confidentiality

Each party agrees to protect the other party’s non-public information disclosed in connection with the Service with at least the same care it uses for its own confidential information, and to use it only as necessary to perform under these Terms.

8. Disclaimers

The Service is provided “as is” and “as available.” To the maximum extent permitted by law, SoftSell disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant uninterrupted or error-free operation, that defects will be corrected, or that the Service will achieve any particular sales outcome.

9. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility. Each party’s total aggregate liability arising out of or relating to these Terms will not exceed the fees paid by Customer to SoftSell in the twelve (12) months preceding the event giving rise to the claim.

10. Indemnification

You will defend, indemnify, and hold harmless SoftSell and its affiliates from third-party claims arising out of (a) your use of the Service in violation of these Terms or law, (b) your Customer Data, or (c) representations you make to your customers about F&I products. We will defend you against third-party claims that the Service, used as authorized, infringes a U.S. intellectual property right, subject to standard exclusions.

11. Suspension & Termination

We may suspend or terminate the Service for non-payment, misuse, or violation of these Terms. You may terminate at any time per Section 2. Sections that by their nature should survive termination (including IP, confidentiality, disclaimers, limitations of liability, indemnification, and dispute resolution) will survive.

12. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Minnesota, without regard to conflict-of-laws principles. Any dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in Minneapolis, Minnesota. Each party waives any right to a jury trial or to participate in a class or representative action. Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual-property rights.

13. Changes

We may update these Terms from time to time. Material changes will be posted on this page and, where reasonable, notified via in-app notice or email. Continued use after the effective date constitutes acceptance.

15. Independent Partner Program (1099 Sales Agents)

SoftSell F&I operates an independent partner program through which third-party sales agents (each a “Partner”) may refer dealerships, banks, and credit unions to subscribe to the Service. Partners are independent contractors classified as 1099, are not employees of SoftSell, and have no authority to bind SoftSell or to alter these Terms.

Commission structure. SoftSell will pay each Partner a flat commission of US$30.00 per new SoftSell F&I subscription license referred by that Partner, regardless of (i) the subscription tier (Basic, Pro, or Enterprise) and (ii) the billing cadence (monthly or annual). Each individual subscription license tied to a unique account number qualifies for one $30 commission. Bulk-license purchases by an admin who manages multiple licenses across locations qualify per license, not per master account.

Anti-fraud vesting requirement. To prevent fake accounts and fraudulent payment methods, commissions are only awarded after the customer’s referred subscription license has produced two (2) successful subscription payments. For monthly plans, this means the customer’s payment method has been successfully charged for two consecutive monthly billing cycles. For annual plans, commission instead becomes eligible after the subscription has been continuously active for sixty (60) days (in lieu of waiting two annual cycles). Subscriptions that are canceled, charged back, or refunded prior to vesting will result in the commission being voided. Trials that never convert to paid do not generate a commission.

Payout method. Commission payouts are made by physical check, mailed to the address on file in the Partner’s account profile. SoftSell reviews each Partner dashboard on a routine cadence and disburses checks for vested commissions; partners are responsible for keeping their mailing address up to date. Partners are responsible for their own tax filings, and SoftSell will issue annual IRS Form 1099 documentation as required by law.

Partner dashboard. A Partner’s dashboard displays only licenses awaiting vesting (i.e., not yet eligible for payout). Once a license vests, it is removed from the pending view. The dashboard is not intended as a CRM and does not retain a viewable history of fully paid licenses beyond aggregate lifetime totals.

Termination & clawback. SoftSell may suspend or terminate a Partner’s account and void any unvested commissions for misrepresentation, self-referrals, fraudulent signups, chargebacks, or violation of these Terms. Vested commissions already paid are non-clawback unless SoftSell reasonably determines a referral was fraudulent.

16. Contact

Questions about these Terms? Please use our Contact Us page and select Support to reach our legal team.