user agreement
1. Introduction and Scope of Agreement
The present User Agreement ("Agreement") establishes the general terms, conditions, rights, and obligations applicable to all individuals and entities ("Users," "you," or "your") who access, register on, or make use of the Tuners Vault Auction Marketplace website, located at tunersvault.com ("Tuners Vault," the "Platform," or the "Site"), including all related tools, features, applications, and services (collectively, the "Services"). Tuners Vault is owned and operated from the Province of Ontario, Canada.
By creating an account, accessing any page of the Site, placing a bid, completing a fixed-price purchase, listing an item for sale, or otherwise interacting with any component of the Services, you represent and warrant that you have read this Agreement in its entirety, that you understand every provision contained herein, and that you voluntarily agree to be bound by its terms. Should you disagree with any portion of the Agreement, your sole remedy is to immediately cease all use of the Platform and terminate your account.
Where applicable, the Agreement incorporates by reference and must be read in conjunction with the following supplementary documents, each of which forms an integral part of the contractual relationship between you and Tuners Vault. The Terms of Service set out the overarching rules governing Platform usage, liability, dispute resolution, and governing law. The Buyer Agreement sets out the specific obligations, warranties, and responsibilities of Users participating as Buyers. The Seller Agreement sets out the equivalent provisions for Users participating as Sellers. The Settlement Agreement and Policy describes the 9.5% marketplace operations commission model, post-transaction settlement procedures, and payment obligations. The Privacy Policy describes the collection, use, storage, disclosure, and protection of personal information under applicable law, including the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 ("PIPEDA"). The Cookie Policy describes the use of cookies and analogous tracking technologies. The Cross-Border Duties, Taxes & Customs Policy describes the responsibilities of Users regarding international shipments, duties, tariffs, and customs compliance. The High-Value Risk Policy describes the additional safeguards applicable to components of elevated value or elevated risk. The Giveaway and Promotional Contest Terms govern giveaways, prize draws, launch promotions, auction-linked promotional contests, no-purchase entry methods, winner selection, prize claims, and promotional eligibility.
In the event of any conflict or inconsistency between the provisions of this Agreement and those of any supplementary document, the supplementary document that is more specifically applicable to the subject matter in question shall prevail, unless expressly stated otherwise.
2. Platform Role, Limitations, and Disclaimer
2.1 Tuners Vault as a Neutral Intermediary
Tuners Vault operates exclusively as a technology-driven online auction marketplace that provides the digital infrastructure through which independent third-party Users may list, bid on, and transact performance, OEM, aftermarket, JDM, import, discontinued, and replacement parts and components for cars and motorcycles, together with related tools, equipment, and motorsport goods (each, an "Item" or a "Part"). The Platform's role is that of a neutral facilitator; it does not participate in, direct, or control the substantive terms of any transaction between Users.
Tuners Vault does not, under any circumstances, act as a buyer, seller, dealer, reseller, broker, agent, auctioneer, consignor, installer, inspector, appraiser, warehouser, insurer, or custodian of any Item. The Platform does not take title to, custody of, or physical possession of any goods listed or sold on the Site. No fiduciary duty, partnership, joint venture, employment relationship, or agency arrangement of any kind is created between Tuners Vault and any User by virtue of this Agreement or any use of the Services.
2.2 Transactions Between Users
All contracts of sale arising from listings published on the Platform are formed directly and exclusively between the Seller and the winning Buyer. Tuners Vault is not a party to any such contract of sale, except insofar as Tuners Vault collects its 9.5% marketplace operations commission from the winning Buyer's credit card on file, which amount constitutes a deposit deducted from the total price in satisfaction of the Seller's commission obligation to Tuners Vault, as further described in the Settlement Agreement and Policy.
2.3 No Guarantees Regarding Items
Tuners Vault does not inspect, verify, test, dismantle, bench-test, dyno-test, appraise, or evaluate any Item listed on the Platform. The Platform makes no representation or warranty whatsoever, whether express, implied, statutory, or otherwise, regarding the accuracy of any listing, the condition, quality, authenticity, originality, provenance, mileage, service history, legality, or market value of any Item, the correctness of any part number or fitment claim, or the suitability of any Item for any particular vehicle or purpose. Users acknowledge that all reliance upon Item descriptions, photographs, technical data, and Seller representations is undertaken entirely at the User's own risk.
3. User Eligibility
3.1 Minimum Age and Legal Capacity
You must be at least eighteen (18) years of age and possess full legal capacity to enter into binding contracts under the laws of your jurisdiction of residence in order to register for an account and use the Services. By creating an account, you represent and warrant that you satisfy these requirements. Tuners Vault does not knowingly allow persons under eighteen (18) years of age to register, create accounts, place bids, or list items. Any account determined to belong to a minor will be terminated immediately and without prior notice.
3.2 Compliance with Applicable Law
You represent and warrant that your use of the Platform and your participation in any transaction complies with all applicable local, provincial, state, national, and international laws, regulations, and ordinances. Without limiting the generality of the foregoing, you are solely responsible for ensuring compliance with all export and import controls, customs and tariff obligations, dangerous-goods transport rules, vehicle safety and emissions requirements, trade sanctions, anti-money laundering regulations, tax obligations, and consumer protection statutes applicable to your activities on the Platform.
4. Account Registration, Security, and Maintenance
4.1 Accurate Information
Upon registration, you agree to furnish accurate, current, truthful, and complete information as requested by the registration process, including your legal name, valid email address, mailing address, telephone number, and payment information. You further agree to maintain and promptly update such information whenever changes occur, so that it remains accurate and complete at all times. Providing false, misleading, or incomplete registration information constitutes a material breach of this Agreement and may result in immediate account termination.
4.2 Account Security
You bear sole responsibility for maintaining the confidentiality and security of your account credentials, including your username and password. All activity occurring under your account, whether or not authorized by you, is your responsibility. Tuners Vault shall not be liable for any loss, damage, or unauthorized activity resulting from your failure to protect your login credentials. You must notify Tuners Vault immediately at info@tunersvault.com upon becoming aware of any unauthorized access to or use of your account.
4.3 Single Account Policy
Each individual or entity is permitted to maintain only one active account on the Platform, unless Tuners Vault has granted express written authorization to the contrary. The creation or operation of multiple accounts for any purpose, including the circumvention of enforcement actions, the manipulation of bidding activity, the evasion of fees, or the artificial inflation of feedback ratings, is strictly prohibited and shall constitute grounds for immediate and permanent suspension of all associated accounts.
5. Conduct Standards and Prohibited Activities
5.1 General Conduct
Users agree to conduct themselves in a lawful, honest, and respectful manner at all times when using the Platform. The integrity of the marketplace depends upon the good faith participation of all Users, and Tuners Vault expects every User to uphold the standards necessary to maintain a trustworthy trading environment.
5.2 Prohibited Activities
Fraudulent or deceptive conduct is prohibited, meaning any form of fraud, deception, misrepresentation, or dishonesty in connection with listings, bids, transactions, or communications on the Platform.
Technical misrepresentation is prohibited, meaning the misstatement or concealment of a Part's origin, manufacturer, part number, casting or serial number, condition, mileage, hours of use, accident or heat damage, prior repair, remanufactured status, or compatibility with any vehicle, and the presentation of a replica, aftermarket, or re-stamped component as a genuine manufacturer part.
Shill bidding and auction manipulation are prohibited, meaning the placing of bids on one's own listings, arranging for third parties to bid on one's listings to inflate prices artificially, bid shielding, bid sniping through automated means that violate Platform rules, or any other conduct intended to manipulate the outcome of a listing.
Fee circumvention is prohibited, meaning attempting to complete transactions outside the Platform, sharing contact information for the purpose of diverting transactions off-platform, altering listings to avoid commissions, or engaging in any other conduct designed to evade Tuners Vault's fee structure.
False account information is prohibited, meaning the submission of false, misleading, or fabricated identity, payment, or contact information during registration or at any subsequent time.
Unlawful activity is prohibited, meaning the use of the Platform to facilitate money laundering, terrorist financing, tax evasion, the sale of contraband or stolen components, the sale of emission-defeat devices where unlawful, the undeclared shipment of dangerous goods, or any other activity prohibited by applicable law.
Harassment and abuse are prohibited, meaning threats, harassment, hate speech, defamatory statements, or abusive language directed toward other Users, Tuners Vault personnel, or any third party through the Platform or in connection with any transaction.
Unauthorized system access is prohibited, meaning attempts to gain unauthorized access to the Platform's servers, systems, networks, or databases; the deployment of automated scripts, bots, crawlers, or similar technologies without Tuners Vault's written consent; the distribution of malware, viruses, or other harmful code; or any activity that disrupts, degrades, or interferes with the normal operation of the Site.
Intellectual property infringement is prohibited, meaning the listing, distribution, or transmission of content that infringes the copyrights, trademarks, patents, trade secrets, or other intellectual property rights of any third party, including the unauthorized use of manufacturer logos and branding on non-genuine components.
Misuse of personal information is prohibited, meaning the use of any personal information obtained through the Platform, including information disclosed pursuant to post-transaction settlement, for any purpose other than the completion of the relevant transaction; the sale, sharing, or distribution of such information; or its use for unsolicited marketing, spam, or any unauthorized purpose.
Promotional contest abuse is prohibited, meaning attempts to manipulate, duplicate, automate, falsify, transfer, sell, or otherwise abuse entries in any giveaway, prize draw, promotional contest, launch promotion, auction-linked promotion, or user-registration promotion; the submission of entries through multiple accounts, aliases, bots, scripts, fabricated identities, false locations, or third-party information; attempts to claim a prize through inaccurate, incomplete, misleading, or unverifiable information; or any other interference with the fairness, security, legality, or proper administration of a Tuners Vault promotion.
Each of the foregoing constitutes grounds for enforcement action, up to and including permanent account termination.
6. Listings, Bidding, and Binding Nature of Offers
6.1 Listing Formats and Cycles
Tuners Vault publishes timed auction listings and, where a Seller elects to offer one, fixed-price Buy It Now listings. Listings run on a continuous basis rather than within a single fixed weekly window, and the opening time, duration, closing time, extension rules, and any anti-sniping protocol applicable to a given lot are published on the Site with that lot. Tuners Vault may update auction schedules, listing durations, and related procedures from time to time at its sole discretion.
6.2 Bids as Binding Offers
Every bid placed on the Platform constitutes a binding legal offer to purchase the Item at the bid amount. By submitting a bid, you irrevocably commit to completing the purchase in the event that you are determined to be the winning bidder upon the close of the listing. Bids may not be retracted, withdrawn, or cancelled except where expressly permitted under the auction rules published on the Platform. Tuners Vault reserves the right, in its sole discretion, to cancel bids or nullify results where it reasonably suspects irregularity, manipulation, or violation of Platform rules.
6.3 Buy It Now Purchases
Where a Buyer completes a purchase by activating the Buy It Now function at the price stated by the Seller, that acceptance forms a binding contract of sale with immediate effect, closes the listing, and triggers the settlement procedure described in Section 7. Every obligation, deadline, forfeiture consequence, and remedy expressed in this Agreement by reference to an auction, a bid, a winning bidder, or a hammer price applies with equal force to a Buy It Now purchase, to the accepted fixed price, and to the Buyer who completes it.
6.4 Items Sold "As-Is" and "As-Described"
All Items offered through the Platform are sold on an "as-is" and "as-described" basis. It is the Buyer's sole responsibility to review all listing details, photographs, descriptions, part numbers, fitment data, technical documentation, and disclosed condition information prior to bidding or purchasing.
6.5 Absence of Warranty and Seller-Stated Warranties
Most Items traded on the Platform are used, removed, take-off, refurbished, or previously installed components. Tuners Vault gives no warranty of any kind, express or implied, in respect of any Item sold through the Platform, whether described as new or as used, and specifically disclaims any warranty as to condition, quality, durability, remaining service life, mileage, performance, output, calibration, emissions status, roadworthiness, merchantability, compatibility with any vehicle, or fitness for any particular purpose.
A Seller may elect to offer a warranty of its own, or to pass through a manufacturer's, distributor's, or dealer's warranty, in respect of a particular Item. Any such warranty must be stated expressly and in full within the listing, including its duration, its scope, the party who bears it, the conditions attaching to it, and the claim procedure. Where the listing states no warranty, the Item is sold without warranty from the Seller beyond the representations made in the listing and beyond any term implied by law that cannot lawfully be excluded. A warranty stated in a listing binds the Seller or the third party named in it, never Tuners Vault.
Nothing in Sections 6.4 and 6.5 operates to exclude, restrict, or modify a condition, warranty, right, or remedy that applicable law does not permit to be excluded, restricted, or modified. Where a transaction is a consumer agreement within the meaning of the Consumer Protection Act, 2002, S.O. 2002, c. 30, Sched. A, section 9 (2) of that Act applies the implied conditions and warranties of the Sale of Goods Act, R.S.O. 1990, c. S.1, to the goods supplied, and section 9 (3) renders void any term purporting to negate or vary them. Section 53 of the Sale of Goods Act permits implied terms to be negatived or varied by express agreement only where that statutory protection does not apply. Equivalent mandatory protections apply to consumers elsewhere, including under Directive (EU) 2019/771 and Directive 2011/83/EU in the European Union.
7. Fees, Commission, and Settlement Process
7.1 The 9.5% Marketplace Operations Commission
Tuners Vault collects a marketplace operations commission equal to 9.5% of the final hammer price, or of the accepted Buy It Now price, for each successfully completed lot. Upon the close of the listing, a charge in that amount will be processed to the winning Buyer's credit card on file, or to an alternative credit card designated by the Buyer upon request. The commission charge is not an additional Buyer fee. It is a deposit that forms part of the total price and satisfies the Seller's commission obligation to Tuners Vault. The Seller acknowledges and agrees that, upon issuance of the settlement invoice, the 9.5% has been collected by Tuners Vault, and that only the remaining balance is owed by the Buyer to the Seller.
7.2 Settlement Invoice and Transaction Completion
Following the successful processing of the commission charge, Tuners Vault will issue a settlement invoice to both the Buyer and the Seller. The settlement invoice confirms the result and formally introduces the parties so that they may complete the transaction directly. The Buyer must pay the remaining balance of the price, together with any applicable shipping charges and taxes as agreed, directly to the Seller within seventy-two (72) hours of the close of the listing, using a payment method accepted by the Seller. Upon confirmation of payment, the Seller must ship the Item within seventy-two (72) hours.
In the event that the winning Buyer fails to remit the remaining balance to the Seller within the prescribed seventy-two (72) hour payment period, the 9.5% marketplace operations commission already charged to the Buyer's credit card shall be automatically and irrevocably forfeited and shall not be refundable under any circumstances. The Buyer acknowledges that, by placing a bid or completing a fixed-price purchase and accepting the terms governing the Platform, the Buyer consents to the forfeiture provision as a binding contractual obligation. Further consequences of non-payment, including account enforcement measures, are detailed in the Buyer Agreement and the Settlement Agreement and Policy.
7.3 Failed Payments and Runner-Up Bidders
Should the credit card transaction for the 9.5% commission fail, Tuners Vault will contact the winning Buyer and provide twenty-four (24) hours to supply a valid alternative payment method. If the Buyer fails to do so within that period, the winning bid is forfeited. Tuners Vault may then contact the next-highest bidder (the "runner-up") and offer them the opportunity to assume the winning position at their bid price. Should the runner-up decline or fail to provide payment within twenty-four (24) hours, the lot shall be nullified, and the Seller will be notified and may relist the Item at their discretion.
7.4 No Buyer's Premium, Listing Fees, and Fee Modifications
Tuners Vault imposes no buyer's premium, and listing an Item is free of charge as at the Effective Date of this Agreement. The right to introduce, modify, or discontinue any fee, commission, or charge at any time upon reasonable notice is reserved. Updated fee schedules will be published on the Site, and continued use of the Services following such publication shall constitute acceptance of the revised fee structure.
8. Returns, Refunds, and Post-Sale Disputes
8.1 No Returns or Refunds by Tuners Vault
Tuners Vault does not process, handle, manage, administer, or adjudicate returns, refunds, exchanges, or chargebacks. The Platform is not a party to the contract of sale formed between the Buyer and the Seller, and accordingly assumes no responsibility or liability for any post-sale dispute concerning Item condition, authenticity, fitment, delivery, damage, or satisfaction.
8.2 Buyer-Seller Resolution
Any request for a return, refund, or exchange must be directed by the Buyer to the Seller and resolved exclusively between those two parties. Sellers are encouraged to include clear return and refund policies, or a clear statement of "no returns," within their individual listing descriptions so that Buyers may make informed decisions before bidding. Tuners Vault bears no obligation to mediate, arbitrate, or otherwise involve itself in disputes between Buyers and Sellers, except in the limited review circumstances described in Section 9.
8.3 Mandatory Consumer Protection Rights
Nothing in this Agreement shall be construed as excluding, restricting, or modifying any right or remedy that a consumer may have under applicable mandatory consumer protection legislation, including the Consumer Protection Act, 2002, S.O. 2002, c. 30, Sched. A (Ontario), Directive (EU) 2019/771 and Directive 2011/83/EU as transposed into the national law of European Union Member States, or any equivalent statute in force in the User's jurisdiction of residence, to the extent that such rights cannot lawfully be excluded by agreement.
9. Limited Platform Review of Transactions
Tuners Vault may, at its sole and absolute discretion, review a completed transaction where the requesting party provides documented evidence establishing material misdescription, meaning that the Item received materially and demonstrably differs from the description, part number, or photographs contained in the listing; damage in transit, as supported by carrier inspection reports, photographic evidence, or comparable documentation; proven inauthenticity, meaning that the manufacturer whose branding the Item bears, or a qualified independent specialist, has determined the Item to be counterfeit or materially misrepresented; or despatch of an incorrect Item, meaning that the Buyer received an Item demonstrably different from the lot purchased.
Tuners Vault bears no liability for damage, loss, destruction, or theft of Items at any point during transit, and all shipping-related claims must be initiated by the affected party directly with the shipping carrier in accordance with the carrier's claims procedures and applicable law. The availability of the limited review described in the present Section does not constitute an assumption of liability by Tuners Vault for any carrier-related loss.
Where a claim qualifies for review, Tuners Vault may request documentation from both parties, temporarily restrict one or both accounts pending investigation, and facilitate communication. Tuners Vault does not guarantee any particular resolution, refund, credit, or outcome as a result of such review, and all determinations remain within Tuners Vault's sole discretion.
10. User Communications and Electronic Messages
10.1 Transactional Communications
By registering for an account, you consent to receiving transactional electronic messages from Tuners Vault, including account confirmations, settlement invoices, listing notifications, bid confirmations, and other communications reasonably necessary for the operation of your account and the completion of transactions.
10.2 Marketing Communications
Tuners Vault may, from time to time, send commercial electronic messages relating to upcoming auctions, promotions, platform updates, and other marketing content. In accordance with Canada's Anti-Spam Legislation, S.C. 2010, c. 23 ("CASL"), Tuners Vault will obtain your express consent before sending commercial electronic messages, will include identification information in every such message, and will provide a functioning unsubscribe mechanism that allows you to withdraw your consent at any time. Unsubscribe requests will be processed within ten (10) business days.
10.3 Post-Transaction Communication Between Users
Upon issuance of a settlement invoice, the Buyer and Seller may communicate directly with one another for the sole purpose of completing the transaction, including coordination regarding payment, shipping, freight quotations for heavy or oversized components, delivery instructions, and related logistical matters. All information exchanged through this process shall be used exclusively for the purpose of completing the relevant transaction. Any use of such information for unsolicited marketing, spam, harassment, or any unauthorized purpose is strictly prohibited and may result in account termination.
11. Privacy and Data Protection
11.1 Governing Privacy Legislation
Tuners Vault collects, uses, stores, and discloses personal information in accordance with its Privacy Policy and in compliance with PIPEDA, S.C. 2000, c. 5, and, where applicable to Users in the European Union, Regulation (EU) 2016/679 (the General Data Protection Regulation, or "GDPR"), the United Kingdom General Data Protection Regulation ("UK GDPR"), and such other data protection legislation as may apply in the User's jurisdiction of residence.
11.2 Consent and Purpose Limitation
By creating an account and providing personal information, you consent to Tuners Vault's collection and use of that information for the purposes identified in the Privacy Policy, which include account administration, transaction facilitation, identity verification, fraud prevention, compliance with legal obligations, and the improvement of Platform services. Personal information will not be used for purposes beyond those identified without obtaining your further consent, except where permitted or required by law.
11.3 Rights of Data Subjects
Depending on your jurisdiction, you may have the right to access, correct, delete, or restrict the processing of your personal information; to object to certain processing activities; to withdraw consent previously given; and to request portability of your data. To exercise any such right, contact Tuners Vault at info@tunersvault.com.
12. Intellectual Property
12.1 Platform Content
All content, design, graphics, logos, trademarks, trade names, software, and other materials that form part of the Platform (collectively, "Tuners Vault Content") are the exclusive property of Tuners Vault or its licensors, protected under the Copyright Act, R.S.C. 1985, c. C-42, and applicable international intellectual property treaties. Reproduction, distribution, modification, public display, or any other exploitation of Tuners Vault Content without prior written authorization is strictly prohibited.
12.2 Manufacturer Marks
Vehicle manufacturer names, model designations, chassis codes, engine codes, and component brand names appear on the Platform solely to identify the Item offered and the vehicles with which a Seller represents it to be compatible. Such use is nominative and implies no affiliation with, endorsement by, or authorization from the manufacturer or brand owner concerned unless expressly stated and substantiated in the listing.
12.3 User Content Licence
Users retain ownership of the content they create and upload, including listing descriptions, photographs, dyno sheets, and related materials. By uploading such content, you grant Tuners Vault a non-exclusive, worldwide, royalty-free, transferable, sublicensable licence to use, reproduce, display, modify, and distribute such content in connection with the operation, marketing, and promotion of the Platform.
13. Trust, Safety, and Enforcement
13.1 Trust and Safety Program
Tuners Vault maintains a trust and safety program encompassing identity verification procedures, seller vetting, fraud detection and monitoring systems, and listing moderation. Users may report suspected fraud, misrepresentation, counterfeit components, or abusive conduct to info@tunersvault.com. All reports are reviewed by trained compliance personnel.
13.2 Two-Strike Enforcement Policy
Tuners Vault enforces a two-strike hybrid enforcement model. A first violation will result in a formal written warning. A second violation will result in permanent account termination. Certain severe violations, including the sale of counterfeit or re-stamped components, intentional misrepresentation of condition or fitment, listing of emission-defeat devices, undeclared shipment of dangerous goods, payment or chargeback fraud, auction manipulation, and threats or harassment, may result in immediate and permanent termination without a prior warning. Tuners Vault does not guarantee any right of appeal in respect of enforcement decisions.
13.3 Account Suspension and Termination
Tuners Vault reserves the right to suspend, restrict, or terminate any User's account, with or without prior notice, for violation of this Agreement, the Terms of Service, or any supplementary policy, or where Tuners Vault reasonably believes that continued access would pose a risk to the Platform, its Users, or the integrity of the marketplace. Termination does not relieve the User of any obligations or liabilities incurred prior to termination, including outstanding fees, commissions, or damages.
13.4 Fraud Prevention, Scam Reporting, and Disclosure of Information
Tuners Vault may preserve, review, use, and disclose relevant User information where Tuners Vault reasonably believes, in good faith, that such action is necessary or appropriate to investigate, detect, prevent, suppress, report, or respond to fraud, attempted fraud, scam activity, identity misuse, payment abuse, chargeback abuse, counterfeit activity, theft, unlawful conduct, breach of agreement, or conduct that threatens the safety, trust, or integrity of the Platform.
Such information may include account registration details, usernames, email addresses, telephone numbers, shipping information, transaction records, listing and bid activity, payment-related records, communications, IP addresses, device identifiers, login records, carrier information, and supporting evidence submitted by Users or third parties.
Where permitted or required by applicable law, including applicable privacy and data-protection legislation, Tuners Vault may disclose such information to law enforcement authorities, regulatory bodies, payment processors, fraud-prevention service providers, carriers, affected Users, legal counsel, courts, tribunals, or other competent recipients. Disclosure may be made without prior notice where notice would compromise an investigation, interfere with fraud prevention, expose another User to risk, conflict with legal obligations, or otherwise be inappropriate under the circumstances. Tuners Vault does not guarantee that any report will result in prosecution, recovery of funds, recovery of property, account action, or any particular legal outcome.
14. Limitation of Liability
To the fullest extent permitted by applicable law, Tuners Vault, its officers, directors, employees, agents, affiliates, and licensors (collectively, the "Tuners Vault Parties") shall not be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or in connection with your use of, or inability to use, the Platform or the Services. Without limiting the generality of the foregoing, the Tuners Vault Parties shall not be liable for fraud, misrepresentation, or omissions by Sellers or Buyers; failure by any party to complete a transaction; loss, theft, damage, or destruction of Items during shipment or storage; the condition, authenticity, originality, compatibility, or performance of any Part; mechanical failure, engine damage, vehicle damage, personal injury, or consequential loss arising from the installation, use, or misuse of any Part purchased through the Platform; market value fluctuations; disputes between Buyers and Sellers; or any unauthorized access to your data or transmissions.
In all cases, Tuners Vault's total aggregate liability for any and all claims arising out of or related to a particular transaction shall not exceed the total fees actually paid by the claimant to Tuners Vault in connection with that specific transaction. Where a jurisdiction does not permit the exclusion or limitation of certain categories of damages, the liability of the Tuners Vault Parties shall be limited to the maximum extent allowed under applicable law.
15. Indemnification
You agree to indemnify, defend, and hold harmless the Tuners Vault Parties from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses, including reasonable legal fees and disbursements, arising out of or related to your use of the Platform or the Services; your participation in any listing or transaction; any content you upload, post, or transmit; your breach of this Agreement or any supplementary policy; your violation of any applicable law or regulation, including emissions, safety, dangerous-goods, customs, and export law, or of any third-party right; and any dispute between you and another User.
16. Dispute Resolution and Arbitration
16.1 Informal Resolution
Prior to initiating any formal dispute resolution proceedings against Tuners Vault, you agree to attempt resolution informally by sending a written notice to Tuners Vault at info@tunersvault.com describing the nature and basis of the claim and the specific relief sought. Both parties shall engage in good-faith negotiations for a minimum of thirty (30) days following receipt of such notice before either party may commence arbitration.
16.2 Binding Arbitration
Should informal resolution prove unsuccessful, any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, the Services, or any transaction shall be resolved exclusively through final and binding arbitration conducted in the Province of Ontario, Canada, pursuant to the Arbitration Act, 1991, S.O. 1991, c. 17. A single neutral arbitrator, mutually agreed upon by the parties or appointed in accordance with the Act, shall preside. The proceedings shall be conducted confidentially. The arbitrator's award shall be final and binding, subject only to the limited grounds for appeal or setting aside under sections 45 and 46 of the Arbitration Act, 1991.
16.3 Waiver of Class Proceedings and Jury Trial
To the fullest extent permitted by applicable law, all disputes must be brought in an individual capacity only. You waive any right to participate in any class action, class arbitration, representative proceeding, or collective action against Tuners Vault. You further waive any right to a trial by jury.
16.4 Consumers and Mandatory Statutory Rights
Sections 16.2 and 16.3 apply only to the extent permitted by the law governing the User concerned. Where a User is a consumer within the meaning of the Consumer Protection Act, 2002, S.O. 2002, c. 30, Sched. A, section 7 (2) of that Act renders an arbitration term invalid insofar as it would prevent the consumer from commencing an action in the Superior Court of Justice, and section 8 (1) preserves the consumer's right to commence or join a class proceeding. Those rights are not waived by this Agreement. After a dispute has arisen, a consumer may nonetheless agree to resolve it by arbitration, as contemplated by section 7 (3) of that Act. Equivalent mandatory protections in force in a User's own jurisdiction apply in the same manner.
16.5 Small Claims Exception
Either party may bring an individual claim in the Small Claims Court of the applicable jurisdiction, provided the claim falls within the prescribed monetary limits.
17. Governing Law
The present Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. To the extent that any matter falls outside the scope of the arbitration clause contained in Section 16, the courts of the Province of Ontario located in the City of Toronto shall have exclusive jurisdiction, and you hereby irrevocably attorn to the jurisdiction of such courts.
18. Modifications to the Agreement
Tuners Vault reserves the right to amend, modify, supplement, or replace this Agreement at any time and in its sole discretion. When material changes are made, the "Last Updated" date at the top of this document will be revised, and where required by applicable law, Users will be notified through reasonable means. Your continued use of the Platform following the publication of any amendment shall constitute acceptance of the revised Agreement.
19. Severability
Should any provision of this Agreement be determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to render it valid and enforceable consistent with the parties' original intent, or, where modification is not possible, shall be severed. Notwithstanding the foregoing, if the class action waiver in Section 16.3 is found unenforceable, the entirety of Section 16 shall be deemed null and void.
20. Entire Agreement and Waiver
Together with all supplementary documents incorporated herein by reference, this Agreement constitutes the entire agreement between you and Tuners Vault with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, proposals, and agreements, whether oral or written. No waiver of any provision shall be effective unless executed in writing by Tuners Vault. The failure of Tuners Vault to exercise or enforce any right under this Agreement shall not constitute a waiver of such right.
21. Assignment
You may not assign, transfer, or delegate your rights or obligations under this Agreement without Tuners Vault's prior written consent. Tuners Vault may freely assign its rights and obligations under this Agreement, in whole or in part, without notice or consent, including in connection with a merger, acquisition, reorganization, or sale of assets.
22. Force Majeure
Tuners Vault shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including natural disasters, epidemics, pandemics, acts of war, terrorism, civil unrest, government orders, changes in customs or tariff measures, labour disputes, power failures, internet or telecommunications outages, cyberattacks, and disruptions to third-party infrastructure upon which the Platform depends.
23. Contact Information
For questions, concerns, or formal notices regarding this Agreement, please contact Tuners Vault by email at info@tunersvault.com or through the website at https://tunersvault.com.
24. Acknowledgement
By creating an account, placing a bid, completing a fixed-price purchase, listing an Item, or otherwise using the Platform, you confirm that you have read this User Agreement in its entirety, that you understand all provisions contained herein, and that you voluntarily agree to be bound by its terms. You further acknowledge that you have had the opportunity to seek independent legal advice prior to accepting this Agreement.
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