VIRTUAL F&I™

Terms of Service

Last Modified: May 4, 2025

ACCEPTANCE OF THE TERMS OF SERVICE AND USE

These Terms of Service and Use are entered into by and between you and VIRTUAL F&I, INC. (“VFI,” “we” or “us“). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Service and Use“), govern your access to and use of Virtual F&I, including any content, functionality, and services offered on https://virtualfi.com (the “Website”), whether as a guest or a registered user.

Please read the Terms of Service and Use carefully before you start to use the Website and VFI’s Services and Products, including but not limited to vPortal, vMenu, and vRetail (collectively, “VFI Services and Products”). By using VFI Services and Products, you accept and agree to be bound and abide by these Terms of Service and Use and our Privacy Policy, found at https://virtualfi.com/privacy-policy/ incorporated herein by reference (“Privacy Policy”). If you do not want to agree to these Terms of Service and Use or the Privacy Policy, you must not access or use the VFI Services and Products.

VFI Services and Products are offered and available to users who reside in the United States or any of its territories or possessions, subject to other eligibility requirements. By using VFI Services and Products, you represent and warrant that you are of legal age and have the authority to form a binding contract with VFI and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the VFI Services and Products.

CHANGES TO THE TERMS OF SERVICE AND USE

We may revise and update these Terms of Service and Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the VFI Services and Products thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the VFI Services and Products.

Your continued use of the VFI Services and Products following the posting of revised Terms of Service and Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

ACCESSING VFI SERVICES AND PRODUCTS AND ACCOUNT SECURITY

We reserve the right to withdraw or amend VFI Services and Products, and any service or material we provide for the VFI Services and Products, in our sole discretion without notice. We also reserve the right to limit or deny access to the VFI Services and Products for any reason in our sole discretion. We will not be liable if for any reason all or any part of the VFI Services and Products are unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of the VFI Services and Products or all of the VFI Services and Products.

You are responsible for both:

Making all arrangements necessary for you to have access to the VFI Services and Products AND
Ensuring that all persons who access the VFI Services and Products through your internet connection are aware of these Terms of Service and Use and Privacy Policy and comply with them.

To access the VFI Services and Products or some of the resources it offers, you may be asked to provide certain registration details or other information, and additional services and products may require additional Agreements. It is a condition of your use of the VFI Services and Products that all the information you provide to the VFI Services and Products is correct, current, and complete. You agree that all information you provide to register with the VFI Services and Products or otherwise, including, but not limited to, through the use of any interactive features of the VFI Services and Products, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as highly confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the VFI Services and Products or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You must notify us immediately upon becoming aware of any actual or suspected unauthorized access to or use of your credentials or any other breach of security.

You further agree to prevent others from reproducing, replicating, distributing, or creating derivative works based on the design, layout, user interface, or visual elements of the VFI platform without our express written consent. Unauthorized access or use of the VFI Services and Products or misappropriation of its proprietary look and feel is strictly prohibited and may result in termination of your access and potential legal action.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including, but not limited to, if, in our opinion, you have violated any provision of these Terms of Service and Use.

PAYMENT OBLIGATIONS

By accessing or using VFI Services and Products, you acknowledge and agree to comply with all applicable payment obligations. General terms related to scheduled fees, transaction processing fees, and consequences of non-payment are summarized below. Detailed terms and provisions, including service descriptions, fee schedules, and applicable charges, will be provided in a separate Master Services Agreement (MSA) and any applicable Schedules. You will be required to pay the fee applicable for the VFI Services and Products. The term of the use license will be limited to the term speciﬁed when the applicable fee is paid.

Fees and Charges
Users of VFI Services and Products may be subject to fees, including but not limited to scheduled service fees and transaction processing fees. The specific nature and amount of such fees will be disclosed in the MSA.

Convenience Fees
Convenience fees may be applied for the use of specific payment methods (e.g., credit card or ACH payments) to offset administrative and processing costs. These fees are non-refundable and the MSA will contain further detail(s).

Payment Defaults
In the event of non-payment or late payment:

Access to VFI Services and Products may be suspended or terminated until outstanding balances are resolved.
Additional charges such as penalties, interest, or collection costs may apply, as permitted by VFI Services and Products, the MSA or applicable law.
We reserve the right to report delinquent accounts to credit bureaus and business credit reporting agencies, and/or pursue legal remedies as necessary.

By continuing to use VFI Services and Products, you agree to abide by all applicable payment terms as outlined in the MSA and to accept responsibility for any associated fees or consequences resulting from non-compliance.

INTELLECTUAL PROPERTY RIGHTS

The VFI Services and Products and their entire content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by VFI, its licensors, or other providers of such material and products and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Service and Use permit you to use the VFI Services and Products. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the VFI Services and Products, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from the VFI Services and Products
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the VFI Services and Products.

If you wish to make any use of material in the VFI Services and Products other than that set out in this section, please address your request to: info@virtualfi.com.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the VFI Services and Products in breach of the Terms of Service and Use, your right to use the VFI Services and Products will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the VFI Services and Products or any content in the VFI Services and Products is transferred to you, and all rights not expressly granted are reserved by VFI. Any use of the VFI Services and Products not expressly permitted by these Terms of Service and Use is a breach of these Terms of Service and Use and may violate copyright, trademark, and other laws.

TRADEMARKS

The VFI name, the terms Virtual FI, Virtual F&I, the VFI logo, and all related names, logos, product and service names, designs, and slogans are trademarks of VFI or its affiliates or licensors (collectively “Marks”. You must not use such Marks without the prior written permission of VFI. All other names, logos, product and service names, designs, and slogans in the VFI Services and Products are the trademarks of VFI or their respective owners.

PROHIBITED USES

You may use the VFI Services and Products only for lawful purposes and in accordance with these Terms of Service and Use and other associated agreements. You agree not to use the VFI Services and Products:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Service and Use.
To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
To impersonate or attempt to impersonate VFI, a VFI employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the VFI Services and Products, or which, as determined by us, may harm VFI or users of the VFI Services and Products, or expose them to liability.

Additionally, you agree not to:

Use the VFI Services and Products in any manner that could disable, overburden, damage, or impair the VFI Services and Products or interfere with any other party’s use of the VFI Services and Products, including their ability to engage in real time activities through the VFI Services and Products.
Use any robot, spider, or other automatic device, process, or means to access the VFI Services and Products for any purpose, including monitoring or copying any of the material in the VFI Services and Products.
Use any manual process to monitor or copy any of the material in the VFI Services and Products, or for any other purpose not expressly authorized in these Terms of Service and Use or other agreements, without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the VFI Services and Products.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the VFI Services and Products, the server on which the VFI Services and Products are stored, or any server, computer, or database connected to the VFI Services and Products.
Attack the VFI Services and Products via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the VFI Services and Products.

RELIANCE ON INFORMATION POSTED

The information presented on or through the VFI Services and Products is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the VFI Services and Products, or by anyone who may be informed of any of its contents.

The VFI Services and Products may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by VFI, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of VFI. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

CHANGES TO THE VFI SERVICES AND PRODUCTS

We may update the content on the VFI Services and Products from time to time, but its content is not necessarily complete or up to date. Any of the material in the VFI Services and Products may be out of date at any given time, and we are under no obligation to update such material.

INFORMATION ABOUT YOU AND YOUR VISITS TO THE VFI SERVICES AND PRODUCTS

All information we collect in the VFI Services and Products is subject to our Privacy Policy. By using the VFI Services and Products, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

LINKS FROM THE VFI SERVICES AND PRODUCTS

If the VFI Services and Products contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the VFI Services and Products, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

GEOGRAPHIC RESTRICTIONS

The owner of the VFI Services and Products is based in the State of New Jersey in the United States. We provide the VFI Services and Products for use only by persons located in the United States. We make no claims that the VFI Services and Products or any of its content is accessible or appropriate outside of the United States. Access to the VFI Services and Products may not be legal by certain persons or in certain countries. If you access the VFI Services and Products from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

DISCLAIMER OF WARRANTIES

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the VFI Services and Products will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to VFI Services and Products for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR ANY OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE VFI SERVICES AND PRODUCTS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE VFI SERVICES AND PRODUCTS OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE VFI SERVICES AND PRODUCTS, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE VFI SERVICES AND PRODUCTS IS AT YOUR OWN RISK. VFI SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER VFI NOR ANY PERSON ASSOCIATED WITH VFI MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE VFI SERVICES AND PRODUCTS. WITHOUT LIMITING THE FOREGOING, NEITHER VFI NOR ANYONE ASSOCIATED WITH VFI REPRESENTS OR WARRANTS THAT THE VFI SERVICES AND PRODUCTS, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE VFI SERVICES AND PRODUCTS WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR VFI SERVICES AND PRODUCTS OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE VFI SERVICES AND PRODUCTS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE VFI SERVICES AND PRODUCTS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, VFI HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATION ON LIABILITY

IN NO EVENT SHALL VFI BE LIABLE FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT VFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. VFI’S TOTAL LIABILITY TO CLIENT FOR ANY CLAIM, LOSS, OR DAMAGE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED ONE THOUSAND DOLLARS ($1,000.00), REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless VFI, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service and Use or your use of the VFI Services and Products, including, but not limited to, your User Contributions, any use of the VFI Services and Products’ content, services, and products other than as expressly authorized in these Terms of Service and Use, or your use of any information obtained from the VFI Services and Products.

GOVERNING LAW AND JURISDICTION

All matters relating to the VFI Services and Products and these Terms of Service and Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction).

The federal courts of the United States or the courts of the State of New Jersey, County of Morris shall have exclusive jurisdiction over any legal suit, action, or proceeding arising out of, or related to, these Terms of Service and Use or the VFI Services and Products. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

WAIVER AND SEVERABILITY

No waiver by VFI of any term or condition set out in these Terms of Service and Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of VFI to assert a right or provision under these Terms of Service and Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service and Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service and Use will continue in full force and effect.

ENTIRE AGREEMENT

The Terms of Service and Use, the Privacy Policy and other related written agreements constitute the agreements between you and VFI regarding the VFI Services and Products and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the VFI Services and Products.

YOUR COMMENTS AND CONCERNS

The VFI Services and Products are operated by Virtual F&I, Inc.

All other feedback, comments, requests for technical support, and other communications relating to the VFI Services and Products should be directed to: info@virtualfi.com.