Preamble
These Terms of Service (hereinafter the "Terms," "ToS," or "Agreement") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("You," the "User," or the "Customer"), and FR TEAM INTERNATIONAL S.A., a limited liability company with its principal office at 47 An der Fraesbich, L-8509 Redange (hereinafter "AutoTuner," "the Company," "We," "Us," or "Our").
This Agreement governs your access to and use of the website www.autotuner.com (the "Website"), including any content, functionality, and services offered on or through the Website, such as the online shop, technical support portals, compatibility lists, and communication tools (collectively, the "Services"). This Agreement also governs the purchase, license, and use of all hardware and software products sold by the Company, including but not limited to the AutoTuner Tool and the AutoTuner One (collectively, the "Products").
BY ACCESSING THE WEBSITE, CREATING AN ACCOUNT, PURCHASING A PRODUCT, OR USING ANY OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THESE TERMS OF SERVICE. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE WEBSITE, SERVICES, AND PRODUCTS AND MUST DISCONTINUE USE IMMEDIATELY.
1.1 Agreement to Terms
Your use of the Website and its associated Services constitutes your full and unconditional acceptance of this Agreement. These Terms apply to all visitors, registered users, and any other party who accesses the Website or utilizes the Services. If you do not agree to be bound by these Terms, you must cease all use of the Website and Services without delay.
1.2 Eligibility and Authority
To use the Services and purchase Products, you must be at least the age of majority in your jurisdiction and legally capable of entering into a binding contract. If you are using the Website or purchasing Products on behalf of a business, corporation, partnership, or any other legal entity, you represent and warrant that you have the full legal authority to bind that entity to this Agreement. In such cases, all references to "You" or "User" shall refer to that entity. If you do not possess such authority, you are personally liable for all obligations contained herein and must not proceed with using the Services or purchasing Products on behalf of the entity.
For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:
3.1 Permitted Use and Access License
Subject to your compliance with this Agreement, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and make personal and professional use of the Website and its Services for their intended purposes. This license does not include any resale or commercial use of any Service or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any Service or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools.
3.2 Prohibited Conduct
You agree not to use the Website or Services to:
3.3 Functionality of Website Services
The Services, including the online shop, compatibility lists, technical support portal, and chatbot, are provided to facilitate your interaction with the Company and its Products. The online shop allows for the purchase of Products subject to the terms in Part II of this Agreement. The compatibility lists, FAQ, and other informational resources are provided for guidance and informational purposes only.
3.4 Accuracy of Information (Disclaimer)
The Company endeavors to provide accurate and up-to-date information through its Services, including but not limited to vehicle compatibility lists, technical specifications, and support articles. However, the automotive industry is subject to constant change, and variations exist between vehicle models, regions, and software versions. Therefore, all such information is provided "as is" and without any warranty of accuracy, completeness, or timeliness. The User, particularly as a professional in the automotive field, bears the sole responsibility for verifying all information, including vehicle compatibility, prior to making a purchase or performing any work on a vehicle. The Company shall not be liable for any damages or losses arising from reliance on information provided through the Services. The final verification of compatibility and suitability for a specific application rests entirely with the User.
4.1 Account Creation and Security
To access certain features of the Website and to activate and use the Products, you must register for an Account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your password and any other credentials used to access your Account. You agree not to disclose your password to any third party.
4.2 User Responsibilities for Account Activity
You are solely and fully responsible for any and all activities that occur under your Account, whether or not you have authorized such activities. You must notify the Company immediately of any unauthorized use of your Account or any other breach of security. The Company will not be liable for any loss or damage arising from your failure to comply with these security obligations.
5.1 Ownership of Website Content
The Website, the Services, and all their 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 the Company, its licensors, or other providers of such material and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
5.2 Limited License to Users
This Agreement grants you no rights to use the Company's Intellectual Property except for the limited license to use the Website and Services as expressly set forth in Section 3.1. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as is incidental to normal web browsing.
6.1 Incorporation of Privacy Policy
The Company's Privacy Policy, which is available at www.autotuner.com/policies/privacy-policy, is hereby incorporated by reference into this Agreement and forms an integral part hereof. By agreeing to these Terms of Service, you also acknowledge and agree to the collection, use, processing, and disclosure of your personal information as described in the Privacy Policy. The Privacy Policy explains how we handle the personal data you provide to us, such as the email address that serves as the unique identifier for your Account and associated Products. As this data is essential for the performance of the contract between you and the Company (i.e., for providing you with access to software licenses, updates, and warranty services), your agreement to the Privacy Policy is a precondition for using the Products and Services.
7.1 Scope
The terms and conditions set forth in this Part II govern the offering, sale, purchase, license, and use of all Products sold by the Company, whether purchased directly from the Website or through an authorized Dealer. These terms are in addition to the general terms in Part I and Part III.
7.2 Ordering, Acceptance, and Pricing
By placing an order for a Product through the Website's online shop or with a Dealer, you are making an offer to purchase that Product subject to this Agreement. The Company reserves the right to accept or reject any order in its sole discretion. An order is not considered accepted until the Product has been dispatched. All prices are listed on the Website and are subject to change without notice. Prices do not include shipping costs, taxes, duties, or other governmental charges, which are the sole responsibility of the Customer.
7.3 Payment Terms
Payment for all orders must be made in full prior to the dispatch of the Product. The Company accepts payment methods as indicated on the Website at the time of purchase. You represent and warrant that you are authorized to use the payment method you provide.
7.4 Shipping, Title, and Risk of Loss
Shipping shall be conducted according to the terms specified at the time of purchase. The risk of loss or damage to the physical Product hardware passes to you upon our delivery of the Product to the designated shipping carrier. Title to the physical Product hardware passes to you only upon the Company's receipt of your full and final payment. The license to use the associated software is governed by the specific terms for each Product as detailed below and does not pass with the title to the hardware.
7.5 Controlling Language of the Agreement
These Terms of Service are drafted in the English language. Any translation of these Terms that may be provided is for informational convenience only and holds no legal value. In the event of any conflict, discrepancy, or ambiguity between the English language version of this Agreement and any translated version, the English language version shall prevail, be paramount, and constitute the sole legally binding and enforceable version.
8.1 Product License and Scope of Use
The purchase of an AutoTuner Tool consists of two components: (i) the acquisition of the physical hardware device, and (ii) a limited, non-exclusive, non-transferable (except as provided in Section 8.3), and revocable license to use the proprietary software and access the associated online services required for the Tool's operation. This license is strictly contingent upon the User maintaining an active and valid Account in good standing with the Company.
8.2 The Account as a Unique Identifier
The AutoTuner Tool is inextricably linked to a User's Account via the unique email address registered to that Account. This email address, and by extension the Account, serves as the sole and definitive identifier for the software license, warranty status, and eligibility for support and updates associated with a specific AutoTuner Tool serial number. Physical possession of the device without a corresponding valid Account and license does not confer any right to use the Product's software or related Services. This structure transforms the product from a simple hardware sale into a licensed service, where the ongoing right to use the tool is managed through the Account.
8.3 Transfer of Ownership, License, and Warranty
For the purposes of this Agreement, a "Transfer" is defined as any action, whether initiated by the current owner or a prospective new owner, that results in a change of the unique email address associated with an AutoTuner Tool's serial number within the Company's systems. A Transfer is deemed to occur in circumstances including, but not limited to: (i) the sale, gift, or any other conveyance of a secondhand AutoTuner Tool from one party to another, requiring the new owner to register the device to their own Account; and (ii) a request by the current Account holder to permanently change the registered email address associated with the Tool to a different email address. Both scenarios are considered identical operations and are subject to the same process and costs.
All Transfers are subject to a mandatory, non-negotiable transfer procedure administered by the Company and the payment of a transfer fee, the amount of which is specified on the Company's Website. This fee covers the administrative costs of terminating the old license, issuing a new license, updating warranty records, and providing onboarding support. Any attempt to circumvent this official process is a material breach of this Agreement.
Upon the successful completion of the official Transfer process and the Company's receipt of the applicable transfer fee, the license to use the software and any remaining portion of the Product's original limited warranty are formally transferred to the new Account, which is identified by the new email address. Concurrently, all rights and licenses held by the previous Account with respect to that specific AutoTuner Tool are irrevocably terminated.
Any attempt to sell, share, or otherwise transfer the use of an AutoTuner Tool by sharing Account login credentials or by any other means that circumvents the official Transfer process described herein is strictly prohibited. Such actions constitute a material breach of this Agreement, will result in the immediate termination of the software license and all associated Services for the device in question, and will void any and all remaining warranty.
8.4 Support, Maintenance, and Software Updates
Access to technical support, maintenance services, and all software and firmware updates for the AutoTuner Tool is strictly conditional upon the Tool's serial number being linked to a valid, registered Account in good standing. The Company has no obligation to provide such services for any device that is not properly registered through an official Account.
8.5 Limited Product Warranty
The Company warrants the AutoTuner Tool hardware against defects in materials and workmanship under normal use for a period of five (5) years from the date of original retail purchase. This limited warranty is provided exclusively to the Account holder of record. Further details of the warranty are provided in the documentation accompanying the Product and the relevant FAQ section on the Company’s Website.
8.6 Obligations of Official Dealers
Dealers are independent entities and are not agents, partners, or employees of the Company. As a material condition of their status as an authorized Dealer, all Dealers must ensure that any End-Customer purchasing an AutoTuner Tool is made aware of, and affirmatively agrees to be bound by, these Terms of Service as a prerequisite to the completion of the sale. This obligation requires the Dealer to present these Terms to the End-Customer and obtain a verifiable form of acceptance. Dealers must be able to provide proof of such End-Customer agreement upon request by the Company. Failure to comply with this obligation may result in the termination of the Dealer's authorized status and may render invalid claims from the End-Customer to the extent permissible by law.
8.7 Master and Slave Tool
Master Tool: An AutoTuner Tool designated as a "Master" allows the User to read vehicle data files in an unencrypted format.
Slave Tool: An AutoTuner Tool designated as a "Slave" is technologically and contractually linked to a specific Master Tool.
The owner of a Slave Tool may request to change the Master Tool to which their device is linked. This process is subject to the explicit consent and cooperation of the current Master Tool owner. The Company will facilitate this administrative change upon receiving verifiable authorization from the current Master. This service is subject to a processing fee, the current amount of which is published on the Company's Website.
The relationship, both commercial and technical, between the owner of a Master Tool and the owner of any Slave Tool linked to it, is strictly and exclusively between those two parties. The Company is not a party to their agreement and has no role other than to provide the technological link. The Company explicitly disclaims any and all responsibility or liability for disputes, disagreements, or conflicts arising between a Master and a Slave owner. This includes, but is not limited to, situations where a Master owner refuses to grant consent for a change of designation, is unresponsive or ceases business operations (thereby "abandoning" the Slave), or provides files that are unsatisfactory or damaging. The Company will not mediate, arbitrate, or otherwise intervene in such disputes. The owner of a Slave Tool acknowledges and accepts that they are entering into a business relationship with the Master owner at their own risk, and the Company shall not be held liable for any financial loss, business interruption, or other damages resulting from a breakdown in that relationship.
9.1 Sale Exclusively to Authorized Resellers
The AutoTuner One is a professional tool intended for business use and is sold exclusively to approved and authorized Resellers. It is not available for direct purchase by End-Customers from the Company. The Company reserves the right to approve or deny Reseller applications in its sole discretion.
9.2 Reseller Obligations and Representations
By purchasing an AutoTuner One, the Reseller represents and warrants that it is a professional service provider in the automotive industry and that it will use the AutoTuner One in a lawful, professional, and competent manner, in accordance with all applicable laws and industry best practices.
9.3 Exclusive Responsibility for End-Customer Files and Data
This clause establishes a critical legal distinction. The Company provides the AutoTuner One hardware and its base operating software to the Reseller as a tool. The Reseller is solely, exclusively, and entirely responsible for any and all data, files, software modifications, engine calibration parameters, or tuning files (collectively, "Files") that the Reseller creates, procures, modifies, or provides to its End-Customers using the AutoTuner One. The Company has no involvement in, control over, or visibility into the content, quality, safety, legality, or performance of these Files. Consequently, the Company assumes no liability whatsoever for the Files or their effect on any vehicle. The Reseller is legally considered the "manufacturer" of the final tuning service provided to the End-Customer.
9.4 Relationship with End-Customers (Disclaimer)
The Company has no direct contractual, support, warranty, or any other legal relationship with the End-Customers of a Reseller. Any agreement, service, representation, or warranty concerning the tuning services or the Files provided is strictly and exclusively between the Reseller and their End-Customer. The Company provides technical support and the limited product warranty for the AutoTuner One hardware exclusively to the Reseller who purchased the device, not to the Reseller's clients.
9.5 Reseller Indemnification of the Company
As a material condition of purchasing and using the AutoTuner One, the Reseller agrees to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or in any way related to: (a) the Files created or provided by the Reseller to its End-Customers; (b) any service performed, or representation made, by the Reseller to its End-Customers; (c) any damage to a vehicle or property resulting from the Reseller's services or Files; (d) any personal injury or other harm caused by the Reseller's services or Files; or (e) any breach of this Agreement by the Reseller. This indemnification obligation is a cornerstone of the B2B2C model, creating a legal firewall that protects the Company from the operational risks undertaken by the Reseller.
10.1 Disclaimer of Warranties
EXCEPT FOR THE LIMITED PRODUCT WARRANTY EXPRESSLY STATED IN SECTION 8.5, THE WEBSITE, SERVICES, AND ALL PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES OR PRODUCTS WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. GIVEN THE NATURE OF VEHICLE MODIFICATION, YOU EXPRESSLY ACKNOWLEDGE THAT ANY USE OF THE PRODUCTS IS AT YOUR OWN RISK.
10.2 Limitation of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE WEBSITE, SERVICES, OR PRODUCTS. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY DAMAGE TO A VEHICLE, ITS ENGINE, ITS ELECTRONIC CONTROL UNIT (ECU), OR ANY OTHER COMPONENT.
UNDER NO CIRCUMSTANCES WILL THE COMPANY'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE WEBSITE, SERVICES, OR A SPECIFIC PRODUCT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO THE COMPANY FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
You agree to defend, indemnify, and hold harmless the Company, 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 or your use of the Website, Services, or Products in any way that is not expressly authorized by this Agreement.
12.1 Duration
This Agreement shall commence upon your first use of the Website, Services, or Products and shall remain in full force and effect until terminated by either you or the Company.
12.2 Termination by the Company
The Company reserves the right, in its sole discretion, to suspend or terminate your Account and your access to the Website, Services, and any product licenses, without prior notice or liability, for any reason, including but not limited to a material breach of this Agreement.
12.3 Effect of Termination
Upon termination of this Agreement, your right and license to use the Website, Services, and any associated software will immediately cease. You must cease all use of the terminated services and software. Provisions of this Agreement that, by their nature, should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and governing law clauses.
13.1 Choice of Law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Grand-Duchy of Luxembourg, without giving effect to any choice or conflict of law provision or rule.
13.2 Jurisdiction and Venue
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Service or the Products shall be instituted exclusively in the competent courts of the City of Luxembourg. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. This clause is a critical component of the agreement, ensuring that any legal disputes are resolved in a predictable and consistent legal environment chosen by the Company, thereby mitigating the risks and costs associated with international litigation.
14.1 Force Majeure
The Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond the Company's reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, or accidents.
14.2 Severability
If any provision of this Agreement is held by a court 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 Agreement will continue in full force and effect.
14.3 No Waiver
No waiver by the Company of any term or condition set out in this Agreement 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 the Company to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
14.4 Entire Agreement
These Terms of Service, together with the Privacy Notice incorporated herein by reference, constitute the sole and entire agreement between you and the Company regarding the Website, Services, and Products and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.
14.5 Assignment
You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of the Company. Any purported assignment in violation of this section shall be null and void. The transfer of a Product license is governed exclusively by the process defined in Section 8.3. The Company may assign its rights and obligations under this Agreement at its sole discretion without restriction.
14.6 Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder must be in writing and addressed to the Company at its official contact address provided below.
For any questions, legal notices, or other communications related to this Agreement, please contact the Company at:
FR TEAM INTERNATIONAL S.A.
47, An der Fraesbich
L-8509 Redange (Luxembourg)
Email: info@autotuner.com.