Terms and Conditions of Sale and Service

1.1 Parties

These Terms and Conditions of Sale and Service (these "Terms") govern all quotations, estimates, orders, invoices, work orders, sales of goods, licenses of software and calibration data, and performance of services by Gintani, Inc., a California corporation, including its d/b/a Gintani Los Angeles ("Gintani," "we," "us," or "our"), for or on behalf of the customer identified on the applicable estimate, work order, order confirmation, or invoice ("Customer," "you," or "your").

1.2 Acceptance

You accept these Terms, and they become a binding contract between you and Gintani, upon the earliest of: (a) your signature on any Gintani estimate, work order, authorization, release, or invoice; (b) your electronic acceptance at checkout or by electronic signature; (c) your delivery of a vehicle, engine, control unit, or other property to Gintani for services; (d) your payment of any deposit, invoice, or portion thereof; (e) your submission of a purchase order or written or electronic authorization to proceed; or (f) your acceptance or use of any product, part, software, calibration, or service supplied by Gintani.

1.3 Entire Agreement; Order of Precedence

These Terms, together with the applicable estimate, work order, and invoice, and any signed release, waiver, or vehicle-specific acknowledgment, constitute the entire agreement between the parties and supersede all prior or contemporaneous proposals, representations, understandings, and communications, whether oral or written. In the event of a conflict, the following order of precedence applies: (a) a written agreement signed by an authorized officer of Gintani that expressly references and amends these Terms; (b) a signed release, waiver, or vehicle-specific acknowledgment; (c) the applicable estimate, work order, or invoice; (d) these Terms; (e) the website terms of use published on gintani.com, which govern use of the website only. No purchase order, pre-printed form, term, or condition submitted by you shall modify these Terms, and Gintani hereby rejects all such additional or different terms, whether or not Gintani commences performance.

1.4 No Reliance on Oral Statements

Statements made orally, in social media posts, in videos, on forums, in dyno graphs, or in marketing materials are not representations or warranties and do not modify these Terms. No employee, contractor, or agent of Gintani has authority to modify these Terms except in a writing signed by an authorized officer of Gintani.

1.5 Authority

You represent and warrant that you are at least eighteen (18) years of age, that you are the registered owner of the vehicle or property delivered to Gintani or are fully authorized by the registered owner and any legal owner, lienholder, lessor, or insurer to authorize the goods and services ordered, and that you have full legal authority to enter into these Terms and to grant the releases and assumptions of risk contained herein. If you are not the registered owner, you represent that you have obtained the registered and legal owner's written authorization, and you agree to indemnify Gintani in full for any claim arising from a lack of such authority.

1.6 Amendment

Gintani may revise these Terms at any time by posting an updated version at gintani.com/pages/terms. The version in effect on the date of your applicable estimate, work order, or invoice governs that transaction. Continued use of Gintani's website or services following posting constitutes acceptance of the revised Terms as to future transactions.

3.1 Estimates Are Not Fixed Prices Unless Stated

Unless an estimate expressly states that it is a firm or fixed price, all estimates are good-faith approximations based on the information available and the represented condition of the Vehicle. Quotations are valid for thirty (30) days unless otherwise stated and are subject to Goods availability, supplier pricing, freight and tariff changes, and confirmation upon inspection.

3.2 Written Estimate and Authorization

Where required by California law, Gintani will provide you a written estimated price for parts and labor for the specific job before work begins, and no work will be performed and no charges will accrue until you authorize Gintani to proceed. Authorization may be given by your signature, by electronic signature, or as otherwise permitted by law.

3.3 Change Orders and Exceeding the Estimate

Gintani will not charge for work done or parts supplied in excess of the estimated price without first obtaining your oral or written consent, obtained after it is determined that the estimated price is insufficient and before the additional work is performed or parts supplied. Consent to exceed an estimate may be given by telephone, text message, electronic mail, or facsimile, and Gintani will record the date, time, and substance of any oral authorization and the name of the person giving it. You may designate another person in writing to authorize work in excess of the estimate. If Gintani is unable to reach you or your designee for authorization, Gintani may suspend work, and the Vehicle will be subject to Section 14 (Storage).

3.4 Diagnosis and Teardown

Diagnostic, inspection, scanning, data-logging, and teardown charges are earned when performed and are payable whether or not you elect to proceed with the recommended Goods or Services. Where diagnosis requires teardown, Gintani will provide a written teardown estimate stating the cost of teardown and reassembly, the parts and labor required to replace items destroyed by disassembly, and the time required to reassemble, and will obtain your authorization before disassembly. You acknowledge that reassembly to the prior condition may not be possible, may require additional parts and labor at your expense, and that Gintani is not responsible for the condition of components found to be worn, seized, corroded, previously modified, improperly assembled, or damaged.

3.5 Pre-Existing Conditions and Undiscovered Faults

You acknowledge that a Vehicle presented for performance work may contain latent defects, deferred maintenance, prior accident damage, prior modifications, or non-original components that are not reasonably discoverable by visual inspection. Gintani's estimate does not include the cost of correcting such conditions. Gintani has no obligation to discover them and no liability for their existence, consequences, or discovery during the course of Services.

4.1 Payment Terms

Unless Gintani has extended written credit terms, all amounts are due in full in United States dollars upon presentation of the invoice and, for Services, prior to release of the Vehicle or delivery of any Calibration. Gintani may require payment in full in advance for special-order, custom-fabricated, or non-stocking Goods.

4.2 Deposits

Gintani may require a deposit before ordering Goods, scheduling shop time, allocating dynamometer time, or commencing Calibration development. Deposits are applied to the final invoice. Deposits are non-refundable to the extent Gintani has ordered non-returnable, special-order, or custom Goods, has commenced fabrication or Calibration development, or has reserved and then lost shop or dynamometer capacity due to your cancellation or failure to appear. Gintani will, on request, identify in writing the non-refundable portion of any deposit and the basis for it.

4.3 Late Payment

Amounts not paid when due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by California law, from the due date until paid. You are responsible for all costs of collection, including reasonable attorneys' fees, court costs, arbitration fees, and collection agency fees. Returned or dishonored checks are subject to a service charge of twenty-five dollars ($25.00) for the first check and thirty-five dollars ($35.00) for each subsequent check, as permitted by California Civil Code section 1719, and reversed electronic payments are subject to a fee of thirty-five dollars ($35.00).

4.4 Chargebacks

Nothing in this Section limits any billing-dispute right you have under the federal Fair Credit Billing Act that cannot be waived. Subject to those rights, you agree not to initiate a payment card chargeback or payment reversal without first giving Gintani written notice of the dispute and a reasonable opportunity of not less than fifteen (15) days to cure. A chargeback initiated in breach of this Section, or a chargeback asserted in bad faith after you have accepted the Goods, taken delivery of the Vehicle, or received and retained a Calibration, constitutes a material breach. Gintani may recover the disputed amount, all processing and representment costs, and reasonable attorneys' fees, and may immediately deactivate or revoke any Calibration license associated with the disputed transaction.

4.5 No Setoff

You may not withhold, offset, or deduct any amount owed to Gintani on account of any claim, dispute, or alleged defect. Gintani may apply any credit, deposit, or amount held for you against any amount you owe Gintani under any transaction.

4.6 Taxes, Fees, and Freight

Prices exclude sales, use, excise, and similar taxes, tariffs, duties, hazardous waste and shop supply fees, core charges, freight, insurance, and permit fees, all of which are your responsibility. Any exemption requires a valid resale or exemption certificate delivered to Gintani prior to invoicing. Prices are subject to change without notice prior to acceptance of your order.

5.1 Availability and Substitution

All Goods are offered subject to availability. Gintani may allocate Goods among customers, decline or cancel any order in whole or in part, and correct pricing or description errors, including after an order has been submitted. Where a component is unavailable, Gintani may substitute a component of equivalent or superior function, with notice to you where practicable.

5.2 Shipping, Title, and Risk of Loss

Unless otherwise agreed in writing, delivery terms are FCA Gintani's facility. Title and risk of loss pass to you upon Gintani's tender of the Goods to the carrier. Shipping dates are estimates only, and Gintani is not liable for carrier delay, loss, or damage. You are responsible for all import duties, customs charges, and compliance with the laws of the destination jurisdiction. Gintani does not represent that any Good is legal for sale, installation, or use in any jurisdiction other than as expressly stated in writing.

5.3 Inspection and Claims

You must inspect Goods upon receipt and give Gintani written notice of any shortage, visible damage, or nonconformity within five (5) business days of delivery, and of any concealed damage within ten (10) days of delivery. Failure to give timely notice constitutes irrevocable acceptance and waiver of all claims for shortage, damage, or nonconformity. Claims for carrier damage must be accompanied by photographs of the packaging and the Goods as received.

5.4 Returns

Returns require a Return Merchandise Authorization issued by Gintani in advance. Unless otherwise stated in Gintani's published Refund Policy, returns are accepted only within thirty (30) days of delivery, only for Goods that are unused, uninstalled, unmodified, and in original packaging, and are subject to a restocking fee of up to twenty percent (20%). The following are non-returnable and non-refundable: installed Goods; Goods showing evidence of installation, heat cycling, or fitment attempts; custom-fabricated, made-to-order, and special-order Goods; electronic control units and modules once flashed, coded, or paired; Calibrations and all software, data, and license grants; labor and Services already performed; dynamometer time; shipping and handling charges; and gift cards. Return freight is at your expense and risk unless the return results from Gintani's error or a defect for which Gintani is responsible.

5.5 Cores

Where a core charge applies, the core must be returned within thirty (30) days, complete, drained, and free from cracks, damage, or missing components, or the core charge becomes payable in full.

6.1 License, Not Sale

All Calibrations, software, data files, tools, and documentation supplied by Gintani are licensed, not sold. Subject to your full payment and continuing compliance with these Terms, Gintani grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to use a single Calibration solely on the single Vehicle identified by the Vehicle Identification Number ("VIN") on the applicable invoice, and solely for the uses permitted under Section 10. All right, title, and interest in and to the Calibration and all underlying intellectual property remain exclusively with Gintani.

6.2 VIN Lock and Non-Transferability

Each Calibration is bound to a single VIN and is non-transferable. A Calibration does not transfer with the sale, gift, lease, transfer, or total loss of the Vehicle, and a subsequent owner acquires no rights in it. Transferring a Calibration to another vehicle or person, or purporting to sell a Calibration as part of a vehicle sale, is a material breach and an infringement of Gintani's intellectual property rights. Gintani will not provide support, updates, or authorization to any person other than the original licensee. Reassignment to a replacement control unit on the same VIN, or to a replacement VIN following a documented total loss, may be permitted at Gintani's sole discretion and may be subject to a re-licensing fee.

6.3 Prohibited Conduct

You shall not, and shall not permit any third party to: (a) copy, distribute, resell, sublicense, publish, lend, lease, or make available any Calibration; (b) reverse engineer, decompile, disassemble, decrypt, extract, checksum-defeat, or otherwise attempt to derive the source code, algorithms, tables, or structure of any Calibration; (c) modify, edit, re-flash, layer, or overwrite a Gintani Calibration, or permit any third party including any other tuner or dealer to do so; (d) use a Calibration for benchmarking, competitive analysis, or development of a competing product; (e) remove, alter, or obscure any proprietary notice, watermark, or identifier; or (f) use a Calibration on any vehicle other than the licensed VIN. You acknowledge that Calibrations embody Gintani's trade secrets, that unauthorized use causes irreparable harm not compensable in money damages, and that Gintani is entitled to injunctive relief without the necessity of posting a bond, in addition to all other remedies.

6.4 Third-Party Modification Voids Support and Warranty

If any Calibration on the Vehicle is altered, overwritten, layered, or re-flashed by anyone other than Gintani, or if any hardware change is made that Gintani has not been notified of and approved in writing, all Gintani support obligations and all Gintani warranties as to the Calibration and any Goods affected by it terminate immediately and automatically, and Gintani has no liability of any kind for any resulting condition, damage, or failure.

6.5 Support and Updates

Where Gintani advertises "lifetime support" or "free updates," that commitment means: technical support by electronic mail or telephone during Gintani's normal business hours, and Calibration revisions that Gintani in its sole discretion elects to release, in each case for the original licensee, for the licensed VIN, for so long as Gintani continues commercially supporting that platform and remains in business. It does not include labor, shipping, dynamometer time, on-site service, diagnosis of unrelated faults, support for hardware changes not disclosed and approved, guaranteed response times, or any commitment to develop a revision for a specific request. "Lifetime" means the life of the license on the licensed VIN, not the life of any person or Vehicle. Gintani may cease support for a platform, or for a customer in material breach, at any time.

6.6 Hardware Configuration

A Calibration is developed for a specific hardware configuration and fuel specification. You must disclose all modifications to the Vehicle before Calibration and must notify Gintani in writing before making any subsequent change to intake, exhaust, turbochargers or superchargers, intercooling, injectors, fuel pumps, camshafts, compression, displacement, ignition components, sensors, fuel grade or blend, or any other component affecting engine operation. Operating a Calibration on a hardware configuration or fuel specification other than that for which it was developed is a misuse for which you bear sole and exclusive responsibility.

6.7 Termination of License

The license terminates automatically upon your material breach of these Terms, upon non-payment, upon a chargeback initiated in breach of Section 4.4, or upon transfer of the Vehicle. Upon termination you must cease all use of the Calibration and, upon Gintani's request, permit Gintani to restore the Vehicle's control unit to a factory or prior state, at your expense.

7.1 Nature of Dyno Services and Testing

You acknowledge and agree that Dyno Services, road testing, and Calibration development necessarily involve operating the Vehicle at or beyond the maximum performance of which it is capable, at wide-open throttle, at elevated engine speeds, boost pressures, exhaust gas temperatures, and cylinder pressures, and under sustained load. Such operation applies mechanical, thermal, and electrical stress equal to or greater than the stress the Vehicle would experience in road or track operation, and is therefore subject to the same or greater risk of partial or total failure.

7.2 Assumption of Risk

YOU KNOWINGLY AND VOLUNTARILY ASSUME ALL RISK OF DAMAGE TO, IMPAIRMENT OF, OR TOTAL DESTRUCTION OF THE VEHICLE AND ANY PART OF IT arising from or occurring during Dyno Services, road testing, data logging, Calibration development or installation, or any other Services, including without limitation damage to or failure of the engine, cylinder heads, pistons, rods, bearings, crankshaft, valvetrain, turbochargers or superchargers, intercoolers, fuel system, cooling system, exhaust system, catalytic converters, drivetrain, transmission, clutch, differential, axles, driveshafts, electronic control units, wiring, sensors, electrical system, body, frame, suspension, brakes, tires, and wheels; and including consequential loss such as loss of use, diminution in value, towing, storage, rental vehicle costs, lost profits, or lost competition opportunity.

7.3 Vehicle Condition Representations

You represent and warrant that: (a) you know the condition of the Vehicle; (b) the Vehicle is in sound mechanical and electrical condition and is capable of sustained full-throttle, full-load operation; (c) all maintenance is current and all fluids, filters, belts, hoses, spark plugs, tires, and wheels are in serviceable condition; (d) you have disclosed to Gintani in writing every modification, prior tune, prior failure, accident, repair, and known or suspected defect; and (e) the Vehicle is free of any condition that would make full-power operation unsafe. You acknowledge that Gintani does not know and does not assume any knowledge of the condition of the Vehicle, does not warrant its condition, and has no duty to inspect for or discover unsafe or marginal conditions. Notwithstanding these representations, you direct Gintani to proceed.

7.4 No Guarantee of Performance Figures

Any horsepower, torque, boost, trap speed, elapsed time, lap time, fuel economy, or other performance figure stated by Gintani, whether in advertising, in a quotation, verbally, in a video, or on a dynamometer graph, is an estimate or a result observed on a particular vehicle under particular conditions and is not a warranty, representation, or guarantee of the result you will obtain. Results vary with vehicle-to-vehicle production tolerance, engine and drivetrain condition and mileage, break-in state, fuel grade and quality, ambient temperature, humidity, barometric pressure, elevation, dynamometer type, correction factor and calibration, tire and drivetrain loss, cooling, and operator technique. Dynamometer figures obtained on one machine are not comparable to figures from another. GINTANI DOES NOT GUARANTEE ANY SPECIFIC PERFORMANCE OUTCOME, AND FAILURE TO ACHIEVE A PARTICULAR FIGURE IS NOT A DEFECT, A BREACH, OR A BASIS FOR REFUND.

7.5 Right to Refuse or Halt

Gintani may refuse to begin or may halt Services at any time, in its sole discretion, if in Gintani's judgment the Vehicle is unsafe, unfit for testing, misrepresented, or likely to fail. Charges for Services performed to that point remain payable. Gintani's exercise or non-exercise of this right creates no duty to inspect, no assumption of responsibility for the Vehicle's condition, and no waiver of any provision of these Terms.

8.1 Specific Acknowledgment; Separate Consideration

You specifically acknowledge that engine, turbocharger, supercharger, and drivetrain failure is a known, foreseeable, and material risk of performance tuning, dynamometer testing, calibration development, forced-induction modification, and high-output operation, and that such failures occur in this industry without any fault on the part of the tuner, builder, or installer. This Section is a separately bargained-for allocation of that specific risk. It is separate from and in addition to the general assumption of risk in Section 7, the release in Section 17, and the limitation of liability in Section 18, and is intended to be independently enforceable and to survive if any of those provisions is held unenforceable. Gintani's prices are set in reliance on this Section and would be materially higher without it.

8.2 GINTANI IS NOT RESPONSIBLE FOR ENGINE DAMAGE

TO THE FULLEST EXTENT PERMITTED BY LAW, GINTANI IS NOT RESPONSIBLE OR LIABLE, UNDER ANY THEORY WHATSOEVER, FOR ANY DAMAGE TO, FAILURE OF, IMPAIRMENT OF, REDUCED SERVICE LIFE OF, OR TOTAL DESTRUCTION OF THE ENGINE OR ANY ENGINE COMPONENT, OR OF THE TURBOCHARGERS, SUPERCHARGER, DRIVETRAIN, TRANSMISSION, CLUTCH, DIFFERENTIAL, OR AXLES, ARISING FROM, DURING, OR AT ANY TIME AFTER THE PERFORMANCE OF ANY SERVICES, THE INSTALLATION OR USE OF ANY GOOD, OR THE DEVELOPMENT, APPLICATION, OR USE OF ANY CALIBRATION, INCLUDING WHERE SUCH DAMAGE IS ALLEGED TO RESULT FROM GINTANI'S ORDINARY NEGLIGENCE. THIS EXCLUSION DOES NOT APPLY TO DAMAGE CAUSED BY GINTANI'S GROSS NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT, OR TO ANY LIABILITY THAT MAY NOT LAWFULLY BE EXCLUDED.

8.3 Enumerated Components

The components covered by Section 8.2 include, without limitation: the engine block, cylinder liners, and sleeves; cylinder heads; pistons, ring lands, rings, and wrist pins; connecting rods and rod bolts; the crankshaft, crankshaft hub, main, rod, and thrust bearings, and harmonic balancer; the valvetrain, valves, seats, guides, springs, retainers, lifters, rockers, and camshafts; timing chains, belts, guides, tensioners, and sprockets; the oil pump, pickup, pan, cooler, and lubrication passages; the water pump, radiator, thermostat, hoses, and cooling passages; head gaskets and all sealing surfaces; turbochargers, superchargers, wastegates, blow-off and diverter valves, intercoolers, and charge piping; the intake manifold, throttle body, and induction system; injectors, fuel pumps, rails, lines, and the high-pressure fuel system; ignition coils, plugs, and wiring; sensors, actuators, harnesses, and electronic control units; catalytic converters, particulate filters, manifolds, and the exhaust system; and the flywheel, clutch, torque converter, transmission, differential, driveshafts, axles, and half-shafts.

8.4 Why Engine Damage Occurs

You acknowledge that engine failure during or following performance work commonly results from causes that are not detectable in advance, not attributable to the tuner or installer, and not within Gintani's control, including: detonation, pre-ignition, and low-speed pre-ignition; variance in fuel octane, ethanol content, oxygenate content, seasonal blend, or contamination, including variance between stations and between deliveries at the same station; degraded, sheared, diluted, incorrect, or low engine oil; restricted oil supply, oil aeration, or oil starvation under lateral or longitudinal load; carbon accumulation; degraded or drifting sensors, injectors, high-pressure fuel pumps, coils, and spark plugs; a weak, stretched, or fatigued factory component, including factory hardware understood within the industry to be marginal at elevated output; accumulated fatigue and heat cycling from the Vehicle's entire service history, including prior owners' use, prior tunes, prior track use, and prior overheating events; latent casting, forging, or machining defects originating with the vehicle manufacturer; boost or fueling anomalies arising from a mechanical fault, leak, or failed component rather than from the Calibration; ambient conditions, heat soak, and inadequate cooling; and operator technique, including full-throttle operation before oil and coolant reach operating temperature, over-revving, missed shifts, clutch abuse, launching, flat-shifting, and sustained high-load operation.

8.5 Limits of Gintani's Ability to Detect or Prevent Failure

You acknowledge that: (a) Gintani cannot inspect internal engine condition without complete disassembly, which is not included in the Services unless separately purchased; (b) a Calibration is developed and validated using data acquisition over a finite number of runs under particular conditions, and is therefore a sample of behavior, not a guarantee of behavior under all future conditions, fuels, ambient conditions, or states of wear; (c) protection and safety strategies within a control unit, whether factory or Gintani-configured, reduce but cannot eliminate the risk of failure, may not act quickly enough to prevent damage, and may be rendered ineffective by a mechanical fault; (d) an engine that survives dynamometer validation may nonetheless fail later in ordinary or competition use; and (e) no tuner or builder, including Gintani, can guarantee that an engine operated at increased output will not fail. YOU ACCEPT THESE LIMITS AND DIRECT GINTANI TO PROCEED NOTWITHSTANDING THEM.

8.6 Your Operating Obligations After Service

As a condition of the Services and of any Gintani warranty, you agree that after the Vehicle leaves Gintani's possession you will: use only the fuel grade, octane, and blend Gintani has specified in writing, obtained from a reputable supplier; not use ethanol blends, water/methanol injection, nitrous oxide, or any fuel additive unless Gintani has approved it in writing for your specific configuration; allow the engine to reach normal operating oil and coolant temperature before any full-throttle or high-load operation, and allow adequate cool-down afterward; observe Gintani's stated oil specification and service interval, which may be shorter than the vehicle manufacturer's; monitor oil pressure, oil temperature, coolant temperature, and, where equipped, air/fuel ratio and knock indication; immediately cease operation and contact Gintani upon any abnormal sound, vibration, smoke, smell, fluid loss, warning light, or stored fault code; not increase boost pressure, alter the Calibration, or change hardware without Gintani's prior written approval; and not permit any other party to tune, flash, or modify the Vehicle without Gintani's prior written approval. FAILURE TO COMPLY WITH THIS SECTION 8.6 IS A MISUSE FOR WHICH YOU BEAR SOLE RESPONSIBILITY, AND VOIDS ANY GINTANI WARRANTY AS TO THE ENGINE AND ANY AFFECTED COMPONENT.

8.7 A Failed Part Does Not Create Engine Liability

If a Good sold by Gintani fails, Gintani's responsibility is limited to that Good under Section 12 and does not extend to consequential damage to the engine, drivetrain, or Vehicle. GINTANI DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR, CONSEQUENTIAL ENGINE OR DRIVETRAIN DAMAGE ARISING FROM THE FAILURE OF ANY PART, WHETHER SUPPLIED BY GINTANI, BY YOU, OR BY A THIRD PARTY.

8.8 Pre-Existing Weakness and Manufacturer Design Limits

You acknowledge that certain factory components have output, thermal, or fatigue limits below the level at which the Vehicle will operate after modification, that those limits originate with the vehicle manufacturer, and that their failure is a consequence of the manufacturer's design and of the increased output you have elected to pursue, not of Gintani's work. Gintani has no obligation to identify, test, upgrade, or reinforce any such component unless you have separately purchased that work, and no liability for the failure of any component Gintani was not engaged to replace.

8.9 Consequential Loss Excluded

Gintani is not liable for any loss consequential to engine or drivetrain damage, including engine or vehicle replacement cost, teardown and inspection cost, towing, transport, storage, rental or substitute vehicle cost, loss of use, diminution in value, lost competition or event opportunity, entry fees, sponsorship loss, lost profits, or the cost of any repair performed by another party.

8.10 Claim Preservation and Burden of Proof

Any claim relating to engine or drivetrain damage requires, as a condition precedent to any liability: written notice to Gintani within five (5) days of the event; preservation of the Vehicle, the failed components, and all data in their post-failure condition; delivery to Gintani of all available data logs, stored fault codes, fuel receipts, oil purchase and service records, and event or track logs; and a reasonable opportunity for Gintani or its designee to inspect the Vehicle and to witness any teardown before disassembly, repair, cleaning, or disposal. Disassembly, repair, or disposal before Gintani's inspection, or the absence of data logs and service records, bars the claim. You bear the burden of proving that the damage was caused by Gintani's gross negligence, recklessness, or willful misconduct.

8.11 Independent Enforceability

Each subsection of this Section 8 is independently enforceable. If any part is held unenforceable, the remainder remains in full force and effect and will be enforced to the maximum extent permitted by law.

9.1 Scope and Precedence

This Section governs all engine building, short-block and long-block assembly, machine work, balancing, blueprinting, porting, cylinder head work, sleeving, forced-induction conversion, displacement or compression change, and the supply or installation of a built or high-performance engine, whether assembled by Gintani or supplied by Gintani for installation ("Engine Work"). This Section controls over Section 12 (Gintani Limited Warranty) and over any other provision of these Terms in the event of any conflict as to Engine Work. Section 8 applies to Engine Work in addition to this Section.

9.2 Stronger Components, Higher Output, Unpredictable Service Life

You acknowledge and agree as follows. (a) Purpose of a build. Gintani builds engines using components stronger than the factory items they replace — forged pistons, upgraded connecting rods and rod bolts, cylinder sleeves, head studs, upgraded valvetrain, and similar — precisely so that the assembly can withstand cylinder pressures, rotating loads, and thermal loads that a factory assembly could not survive. Component for component, a properly built engine is stronger than the assembly it replaces. (b) Why added strength is not a warranty of life. The purpose of that added strength is to enable higher output, and the higher output consumes the margin the added strength creates. A built engine is not operated at factory output with a larger safety factor; it is operated at the edge of a new and higher envelope. Cylinder pressure, exhaust gas temperature, heat rejection, rotating and reciprocating loads, and fuel demand all rise with output. (c) Failure modes shift rather than disappear. Reinforcing one part of the engine moves the limiting factor elsewhere — to the valvetrain, the fuel system, the cooling system, the clutch, the transmission, or to detonation, which no amount of component strength can withstand. An engine strong enough not to break a rod under load can still be destroyed by a single detonation event, a momentary loss of oil pressure, or fuel that is not what the pump advertised. (d) The variables that determine service life are outside Gintani's control. Once the Vehicle leaves Gintani's possession, service life is governed principally by: the calibration actually in use; fuel octane, ethanol content, and quality, which vary between stations and between deliveries at the same station; oil specification, oil level, and change interval; cooling and intercooling capacity relative to ambient conditions and duty cycle; boost pressure and engine speed actually used; shift quality, launch technique, and clutch use; street versus track versus dyno duty cycle; and the promptness with which the operator responds to an abnormal sound, gauge reading, warning light, or fault code. GINTANI CONTROLS NONE OF THESE AFTER DELIVERY, AND NO DEGREE OF PARTS QUALITY OR ASSEMBLY PRECISION CAN COMPENSATE FOR THEM. (e) Consequences you accept. A built engine therefore has an inherently unpredictable service life; requires more frequent inspection, service, and eventual rebuild than a factory engine; may consume oil and may exhibit noise, cold-start rattle, rough idle, vibration, or reduced drivability, none of which are defects; must be operated within the specification on the build sheet; and MAY FAIL AT ANY TIME, INCLUDING ON FIRST START OR FIRST DYNAMOMETER PULL, WITHOUT ANY FAULT ON THE PART OF GINTANI.

9.3 NO WARRANTY OF DURABILITY, LONGEVITY, OR FITNESS

Because the variables identified in Section 9.2(d) govern service life and are entirely outside Gintani's control after delivery, no durability warranty is possible, and none is given. EXCEPT FOR THE NARROW EXPRESS WARRANTY IN SECTION 9.4, ALL ENGINE WORK AND ALL BUILT OR HIGH-PERFORMANCE ENGINES ARE SUPPLIED WITHOUT ANY WARRANTY OTHER THAN THAT EXPRESS WARRANTY, AND GINTANI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF DURABILITY, SERVICE LIFE, RELIABILITY, POWER OUTPUT, OR WORKMANLIKE PERFORMANCE. GINTANI DOES NOT WARRANT THAT ANY BUILT ENGINE WILL SURVIVE FOR ANY PERIOD OF TIME, FOR ANY NUMBER OF MILES, HOURS, RUNS, LAPS, PASSES, OR START CYCLES, OR AT ALL. Where an implied warranty cannot lawfully be disclaimed as to you, it is limited in duration to the duration of the express warranty in Section 9.4 or the shortest longer period applicable law requires, and Section 16.3 applies.

9.4 Assembly Warranty — Break-In and 500 Miles

An assembly error, if one exists, reveals itself during break-in and the first few hundred miles of operation: as abnormal wear, abnormal oil consumption, low compression or leak-down, an external leak, or an early failure. Beyond that point, a failure cannot be isolated from the operating variables in Section 9.2(d), and neither Gintani nor any other builder can reliably determine its cause, much less accept responsibility for it. The warranty period below is set for that reason and is not arbitrary. Accordingly, Gintani warrants to the original purchaser only that Engine Work assembled by Gintani will be free from Assembly Errors until the later of (i) completion of the break-in protocol required by Section 9.9 and (ii) the earlier of thirty (30) days or five hundred (500) miles from first start or, for a competition-only engine, the earlier of thirty (30) days or five (5) hours of engine operation. "Assembly Error" means, and is strictly limited to: (a) a fastener assembled outside the torque or bolt-stretch specification Gintani specified for the build; (b) a bearing, piston-to-wall, ring end gap, deck, or valvetrain clearance set outside the specification Gintani stated in writing on the build sheet; (c) a component omitted, installed backward, installed in the wrong location, or left unsecured by Gintani; or (d) a seal, gasket, or sealing surface improperly installed by Gintani resulting in a documented external leak. NOTHING ELSE IS COVERED. This warranty is non-transferable, terminates upon transfer of the Vehicle or engine, and is void if the engine has been disassembled by anyone other than Gintani, if the break-in protocol in Section 9.9 was not followed and documented, if the engine has been operated on a calibration not supplied or approved by Gintani in writing, or if any obligation in Section 8.6 has not been met.

9.5 Sole and Exclusive Remedy; Cap

Your sole and exclusive remedy for breach of Section 9.4, and Gintani's entire liability for Engine Work of any kind, is, at Gintani's option, correction of the specific Assembly Error at Gintani's facility or refund of the assembly labor charge attributable to it. TO THE FULLEST EXTENT PERMITTED BY LAW, GINTANI'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO ENGINE WORK WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID GINTANI FOR ASSEMBLY LABOR ON THE ENGINE AT ISSUE, EXCLUSIVE OF PARTS, MACHINE WORK, MACHINING, TUNING, AND ALL OTHER CHARGES. Gintani is not responsible for parts, machine work, gaskets, fluids, removal and reinstallation, freight, towing, transport, dynamometer time, re-tuning, storage, rental vehicles, loss of use, or any other cost associated with a warranty remedy, and is not liable for damage to any other component or to the Vehicle arising from an Assembly Error.

9.6 Excluded from All Coverage

Without limiting Section 9.3, Gintani has no responsibility or liability for, and the warranty in Section 9.4 does not cover: detonation, pre-ignition, low-speed pre-ignition, or lean operation from any cause; any calibration or tune not supplied by Gintani, and any consequence of one; fuel of incorrect octane, ethanol content, blend, or quality, and fuel contamination; oil of incorrect specification, oil dilution, shear, aeration, or starvation, or oil level outside specification; overheating, coolant loss, or cooling system inadequacy; failure to perform, or failure of, the break-in required by Section 9.9; over-revving, missed shifts, hydro-lock, and water or foreign-object ingestion; boost pressure, nitrous oxide, water/methanol injection, or power level exceeding the specification stated on the build sheet; any part not supplied by Gintani, including customer-supplied and customer-specified parts; any machine work, coating, plating, welding, balancing, or crack repair performed by a third party, whether or not Gintani arranged it; the condition, metallurgy, prior history, prior overheating, prior repair, or latent defect of any block, cylinder head, crankshaft, or core, whether supplied by you or sourced by Gintani; cracks, porosity, core shift, or distortion discovered or developing after machining; fastener fatigue or failure; normal wear, oil consumption, noise, or reduced drivability; installation, tuning, or service by anyone other than Gintani; operation on public roads or highways; and any failure occurring outside the period stated in Section 9.4.

9.7 Third-Party Components and Outside Machine Work

Pistons, rods, crankshafts, bearings, valvetrain components, head studs, gaskets, turbochargers, and all other purchased components carry only the component manufacturer's warranty, if any, and Gintani makes no warranty of any kind as to them. Machine work performed by an outside machine shop is warranted, if at all, only by that shop. Gintani will select vendors with reasonable care and will assist in presenting a claim as a courtesy, but Gintani's liability for a vendor's work or a manufacturer's component is limited to the amount Gintani actually recovers from that party, and all labor to remove, disassemble, reassemble, and reinstall in connection with any such claim is at your expense.

9.8 Cores and Machining Risk

You acknowledge that a block, cylinder head, crankshaft, or other core may be found during inspection, cleaning, or machining to be cracked, warped, out of specification, previously repaired, or otherwise unusable; that this may be discovered only after machining has been performed and paid for; and that machining itself may reveal or precipitate such a condition. Gintani does not warrant that any core is sound, is not liable for the scrapping of or loss of value in any core, and is entitled to payment in full for all machine work and labor performed regardless of the outcome. Sourcing a replacement core is at your expense and on your timeline.

9.9 Mandatory Break-In

Gintani will provide a written break-in protocol with every engine it assembles. You must follow it exactly, must document compliance including mileage or hours and the date and results of each break-in oil change, and must return the Vehicle to Gintani for post-break-in service and inspection if Gintani specifies one. Break-in is your obligation, not Gintani's. FAILURE TO FOLLOW AND DOCUMENT THE BREAK-IN PROTOCOL VOIDS THE WARRANTY IN SECTION 9.4 IN ITS ENTIRETY AND IS A MISUSE FOR WHICH YOU BEAR SOLE RESPONSIBILITY.

9.10 Mandatory Calibration

A built engine must be calibrated for its specific configuration before being operated under load. You must have the engine calibrated by Gintani or by a tuner Gintani has approved in writing, which approval Gintani will not unreasonably withhold for a demonstrably qualified professional tuner, and must not operate the engine on a factory, prior, or unapproved third-party calibration. Operating a built engine on an unapproved calibration voids the warranty in Section 9.4 and is a misuse for which you bear sole responsibility. Calibration is a separate Service, is separately charged, and is not included in the price of Engine Work unless the invoice expressly states otherwise.

9.11 Power Targets and Specifications

Any power target, output figure, boost level, redline, or specification discussed for a build is a design objective, not a warranty. Achieving or failing to achieve it is not a defect, a breach, or a basis for refund, credit, or rework. An engine specified for a stated power level is not warranted at, and must not be operated at, any level above that specification, and doing so voids all coverage.

9.12 Inspection as Condition Precedent

Any claim relating to Engine Work requires that Gintani receive written notice within five (5) days of the event and be given a reasonable opportunity to inspect the engine in place and to witness or perform the teardown before any disassembly, cleaning, repair, or disposal. Where Gintani performs a teardown in California, Gintani will provide the written teardown estimate required by law before proceeding. Teardown and inspection are at your expense unless an Assembly Error covered by Section 9.4 is confirmed, in which case Gintani will credit the teardown labor. Disassembly by anyone other than Gintani before inspection bars the claim absolutely. The requirements of Section 8.10 apply in addition to this Section.

9.13 Estimates, Progress Payments, and Timelines

Engine Work is quoted on the basis of the represented condition of the core and the intended specification. Estimates are approximations only; machine work, parts pricing, and unforeseen core condition frequently change the total. Gintani may require progress payments as parts are ordered and stages are completed. Amounts paid for parts ordered, machine work performed, and labor expended are non-refundable. Build timelines depend on vendor and supplier lead times outside Gintani's control, are estimates only, and are not guarantees; delay is not a basis for cancellation, refund, or set-off.

9.14 Insurance, Warranty, and Value Consequences

A built engine is very likely to void the remaining factory powertrain warranty as to the engine and affected systems, may not be covered by your insurance policy or extended service contract, and may materially affect the Vehicle's value and insurability. It is your responsibility to notify and obtain the consent of your insurer, lessor, lienholder, and any service contract administrator. Gintani has no liability arising from any coverage denial or contract breach.

10.1 Competition and Closed-Course Use Only

Except for Goods and Calibrations that Gintani expressly identifies in writing on the invoice as street-legal or as covered by a California Air Resources Board ("CARB") Executive Order or an applicable United States Environmental Protection Agency ("EPA") certification or exemption, ALL GOODS, CALIBRATIONS, AND SERVICES SUPPLIED BY GINTANI ARE SOLD, LICENSED, AND PERFORMED SOLELY FOR COMPETITION USE ON VEHICLES THAT ARE NOT USED, REGISTERED, OR LICENSED FOR OPERATION ON PUBLIC ROADS OR HIGHWAYS, AND ARE NOT LEGAL FOR SALE, INSTALLATION, OR USE ON ANY POLLUTION-CONTROLLED MOTOR VEHICLE OPERATED ON PUBLIC ROADS OR HIGHWAYS.

10.2 Customer Representations and Certification

By ordering, purchasing, licensing, accepting, or authorizing installation of any Good, Calibration, or Service, you represent, warrant, and certify to Gintani that: (a) the Vehicle is used exclusively for Competition Use; (b) the Vehicle is not operated, registered, or licensed for use on public roads or highways, or you will remove and lawfully dispose of the Goods and restore all original emissions control components and factory Calibration before any such operation; (c) you are not acquiring the Goods, Calibration, or Services for the purpose of defeating, bypassing, disabling, removing, or rendering inoperative any emissions control device or element of design, or any on-board diagnostic monitoring device or method; (d) you will not so use them; and (e) you will comply with all applicable federal, state, and local laws, including Section 203 of the federal Clean Air Act (42 U.S.C. § 7522), California Vehicle Code sections 27156 and 38391, and Title 13 of the California Code of Regulations. Gintani relies on these representations as a material condition of the transaction and would not transact otherwise.

10.3 No Compliance Advice or Representation

Gintani makes no representation and gives no advice regarding whether any Good, Calibration, or configuration is or will be lawful, emissions-compliant, inspection-passing, or registrable in your jurisdiction, or whether it will pass any smog check, referee inspection, OBD readiness test, roadside inspection, safety inspection, insurance inspection, or track technical inspection. Requirements differ by jurisdiction and change over time. Determining and maintaining compliance is your sole responsibility, and you should consult the applicable regulator or qualified counsel before proceeding.

10.4 Your Responsibility and Indemnity

You are solely responsible for your own use of the Vehicle after it leaves Gintani's possession. You agree to indemnify, defend, and hold harmless the Gintani Parties (as defined in Section 17) from and against any and all fines, civil penalties, assessments, notices of violation, cease-and-desist orders, recall or corrective-action costs, registration or title consequences, remediation and restoration costs, claims, losses, liabilities, and expenses, including reasonable attorneys' fees and expert fees, arising out of or relating to: (a) your operation of the Vehicle on public roads or highways in a configuration not certified or exempted for such use; (b) any breach of your representations in Section 10.2; (c) your sale, lease, transfer, or other disposition of the Vehicle in a modified configuration, including any failure to disclose the modifications to the transferee; or (d) any inspection, enforcement, or regulatory proceeding of the EPA, CARB, the California Department of Motor Vehicles, the California Bureau of Automotive Repair, or any other authority relating to the Vehicle's configuration.

10.5 Disclosure on Resale

If you sell, lease, or otherwise transfer the Vehicle, you agree to disclose to the transferee in writing all Goods installed and all Calibrations applied, the Competition Use restriction, and the fact that the Calibration is non-transferable and will not be supported by Gintani for the transferee. You remain liable to Gintani for any claim by a transferee arising from your failure to disclose.

10.6 Removal on Demand

Where Gintani reasonably determines that continued use of a Good or Calibration presents a regulatory risk to Gintani, Gintani may direct you to discontinue use and may withhold further support. Gintani may also cease offering any Good, Calibration, or Service at any time in response to legal or regulatory developments, without liability to you other than refund of amounts paid for undelivered items.

11.1 Manufacturer Warranty

You acknowledge that installing aftermarket Goods or applying a Calibration may cause a manufacturer, distributor, or dealer to deny warranty coverage for a repair, may be detectable by the manufacturer through flash counters, checksums, or telematics, and may result in denial of goodwill assistance. Federal law generally prevents a manufacturer from voiding an entire warranty solely because an aftermarket part was installed, and generally places on the manufacturer the burden of showing that the aftermarket part or modification caused the failure at issue; however, that protection is limited, its application is fact-specific, disputes with a manufacturer are between you and the manufacturer, and Gintani is not a party to and takes no responsibility for the outcome of any such dispute. GINTANI DOES NOT INDEMNIFY YOU FOR, AND HAS NO LIABILITY FOR, ANY DENIED WARRANTY CLAIM, DENIED GOODWILL REPAIR, OR RELATED COST.

11.2 Insurance, Lease, and Finance

You acknowledge that modification may affect coverage under your policy of insurance, may breach the terms of a lease, finance agreement, or extended service contract, and may affect the Vehicle's value, insurability, and resale. It is your responsibility to notify and obtain any required consent from your insurer, lessor, lienholder, or service contract administrator. Gintani has no obligation to inquire into and no liability arising from any such effect or breach.

12.1 Limited Warranty

Gintani warrants to the original purchaser only, and only where the Vehicle has been used exclusively for Competition Use or in a configuration that Gintani has expressly identified in writing as street-legal or as covered by a CARB Executive Order or an applicable EPA certification or exemption, that: (a) Goods manufactured by Gintani will be free from defects in Gintani's materials and workmanship for twelve (12) months from the date of the invoice; and (b) Services will be performed in a workmanlike manner consistent with generally accepted practice in the performance automotive industry for ninety (90) days from the date of the invoice. This warranty is non-transferable and terminates on transfer of the Vehicle.

12.2 Sole Remedy

Your sole and exclusive remedy, and Gintani's entire liability, for breach of the warranty in Section 12.1 is, at Gintani's option, repair of the Good or re-performance of the Service at Gintani's facility, replacement of the Good, or refund of the amount you paid for the specific non-conforming Good or Service. Gintani is not responsible for removal, reinstallation, freight, towing, transport, rental vehicles, loss of use, downtime, or any other cost associated with a warranty remedy. All warranty work must be performed at Gintani's facility unless Gintani authorizes otherwise in writing in advance; Gintani will not reimburse third-party labor absent such prior written authorization.

12.3 Exclusions

This warranty does not cover, and Gintani is not liable for: normal wear; consumables, gaskets, seals, fasteners, and clamps; heat discoloration, bluing, patina, staining, or cosmetic change to exhaust components, which is normal and expected; surface corrosion; noise, drone, resonance, rattle, or sound character, which are subjective and are not defects; check-engine lights, readiness monitors, or diagnostic trouble codes arising from removal or modification of emissions components; any Good not sold by Gintani; any part supplied by you; damage from accident, abuse, misuse, racing incident, off-road use, collision, road debris, improper fuel, fuel contamination, detonation, overheating, oil starvation, over-revving, water ingestion, or improper maintenance; damage caused by improper installation by a party other than Gintani or by failure to follow Gintani's instructions; any Vehicle whose Calibration has been altered, layered, or re-flashed by anyone other than Gintani; any Vehicle with hardware changes not disclosed to and approved by Gintani in writing; any Vehicle operated on public roads or highways in a configuration not certified or exempted for such use; and any Good or Service for which Gintani has not been paid in full.

12.4 Warranty Claim Procedure

You must notify Gintani in writing at sales@gintani.com within ten (10) days of discovering a claimed defect and before performing or authorizing any repair. For any claim relating to engine or drivetrain damage or to Engine Work, the five (5) day notice and preservation requirements of Sections 8.10 and 9.12 control. Gintani must be given a reasonable opportunity to inspect the Good and the Vehicle, and to obtain data logs and diagnostic information, before any disassembly or repair. Repair, disassembly, or disposal of a component before Gintani has had the opportunity to inspect it voids the claim as to that component.

12.5 Third-Party Goods

Goods manufactured by others are covered only by the manufacturer's warranty, if any. Gintani makes no warranty of any kind as to third-party Goods and, to the extent permitted, passes through to you whatever manufacturer warranty exists and is assignable. Gintani will, as a courtesy, assist in submitting a manufacturer warranty claim, but Gintani is not responsible for the manufacturer's decision, for delay, or for the manufacturer's failure to honor a claim, and labor to remove and reinstall a third-party Good under manufacturer warranty is at your expense.

12.6 Engine Work and Engine Damage

This Section 12 does not apply to Engine Work, which is governed exclusively by Section 9, and does not extend to engine or drivetrain damage, which is governed exclusively by Section 8. In the event of any conflict, Sections 8 and 9 control.

13.1 Customer-Supplied Parts

Gintani may, at its sole discretion, install parts supplied by you. Gintani makes no warranty of any kind as to such parts, their fitment, their suitability, or the labor associated with them, and Gintani is not liable for any damage, failure, or additional labor arising from a customer-supplied part, including damage to the Vehicle or to other components. If a customer-supplied part is defective, incorrect, incomplete, or does not fit, all labor performed and all additional labor required is billable to you at Gintani's standard rate. Gintani may decline to install any customer-supplied part without explanation.

13.2 Prior and Concurrent Third-Party Work

Gintani is not responsible for the work of any prior or concurrent shop, installer, tuner, or dealer, or for correcting it. Where Gintani's Services follow or interact with third-party work, Gintani's warranty under Section 12 does not extend to any condition attributable in whole or in part to that third-party work, and diagnosis or correction of it is billable to you.

13.3 Subcontractors

Gintani may engage qualified subcontractors, including machinists, fabricators, coaters, upholsterers, transporters, and dealers, to perform portions of the Services. Gintani will select subcontractors with reasonable care but is not liable for the acts, omissions, delay, loss, or damage of any subcontractor or carrier beyond the amount Gintani actually recovers from that party, and you agree that your recourse for such loss is against that party. Gintani will reasonably cooperate in the presentation of such a claim.

14.1 No Bailment for Hire; Care of Vehicle

Gintani will exercise reasonable care in the custody of the Vehicle while in Gintani's possession. Gintani is not an insurer of the Vehicle. Gintani is not liable for loss of or damage to the Vehicle or its contents caused by fire, flood, water intrusion, earthquake, windstorm, hail, power failure, theft, burglary, vandalism, riot, civil disturbance, act of a third party, or any other cause beyond Gintani's reasonable control, and you should maintain insurance covering the Vehicle at all times, including while in Gintani's possession. Gintani's exercise of care does not extend the warranty in Section 12.

14.2 Personal Property

Remove all personal property, valuables, aftermarket electronics, firearms, medication, keys, garage remotes, toll transponders, and documents from the Vehicle before delivery. Gintani is not responsible for personal property left in, on, or with the Vehicle. Gintani may remove and store items that obstruct Services, at your risk.

14.3 Test Drives and Movement

You authorize Gintani and its employees, contractors, and subcontractors to operate the Vehicle on streets, highways, dynamometers, closed courses, and elsewhere as reasonably necessary for the purpose of testing, diagnosis, Calibration, inspection, transport, and delivery, with or without you present. Gintani will not operate on public roads any Vehicle you have certified is used exclusively for Competition Use; such Vehicles will be moved by trailer or operated off public roads only.

14.4 Pickup and Storage

You must pick up the Vehicle within three (3) business days after Gintani notifies you that Services are complete or that Gintani has suspended work for lack of authorization or payment. Thereafter Gintani may charge storage at Gintani's then-current posted daily rate, which will be disclosed to you on request and on the estimate. Storage charges are in addition to all other charges and accrue daily, including weekends and holidays, until the Vehicle is removed.

14.5 Lien and Sale

Gintani asserts and reserves a lien upon the Vehicle for the full amount of all unpaid charges for Services, Goods, materials, storage, and safekeeping, to the maximum extent permitted by California Civil Code section 3068 and related law. Gintani may retain possession of the Vehicle until all amounts due are paid in full. If the Vehicle remains unclaimed and the charges unpaid, Gintani may enforce its lien and cause the Vehicle to be sold in accordance with applicable California law, and may apply the proceeds to the amounts owed, with any surplus and deficiency handled as the statute requires. Nothing in these Terms waives, limits, or enlarges any statutory right, notice requirement, or protection afforded to you, to a legal owner, or to a lienholder under California law.

14.6 Abandonment

A Vehicle left with Gintani for more than sixty (60) days after notice of completion, without payment and without a written storage agreement, may be treated as abandoned and processed under applicable California lien-sale and abandoned-vehicle procedures, in addition to Gintani's other remedies.

15.1 Scheduling

Appointment dates, promised completion dates, and turnaround estimates are approximations made in good faith and are not guarantees. Time is not of the essence. Gintani is not liable for delay, and delay is not a basis for cancellation, refund, or set-off. Cancellation or rescheduling of a booked shop or dynamometer appointment with less than five (5) business days' notice, or failure to appear, may result in a cancellation fee equal to the reserved hours at Gintani's posted shop or dynamometer rate, less amounts Gintani mitigates by re-booking the reserved capacity, not to exceed the deposit paid.

15.2 Force Majeure

Gintani is not liable for any failure or delay in performance caused by any event beyond its reasonable control, including act of God, fire, flood, earthquake, severe weather, epidemic or pandemic, war, terrorism, civil unrest, labor dispute, utility or telecommunications failure, cyberattack, shortage or unavailability of parts, materials, or labor, supplier or carrier failure, freight disruption, tariff or trade restriction, or any change in law, regulation, or enforcement policy. Gintani's time for performance is extended for the duration of the event.

16.1 EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 12, ALL GOODS, CALIBRATIONS, AND SERVICES ARE PROVIDED WITHOUT ANY WARRANTY OTHER THAN THAT EXPRESS LIMITED WARRANTY, AND GINTANI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, WORKMANLIKE PERFORMANCE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE GOODS, CALIBRATIONS, OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, EMISSIONS-COMPLIANT, RELIABLE, DURABLE, OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

16.2 No advice, information, or statement obtained from Gintani, whether oral or written, creates any warranty not expressly stated in these Terms.

16.3 Some jurisdictions do not permit the exclusion of certain implied warranties. To the extent an implied warranty cannot lawfully be excluded as to you, it is limited in duration to the shortest period permitted by applicable law and in no event more than the duration of the express warranty in Section 12 (twelve (12) months for Goods and ninety (90) days for Services, and in no event less than sixty (60) days), and your remedy is limited as set forth in Section 12.2. Nothing in these Terms limits, waives, or restricts any right or remedy that cannot lawfully be limited, waived, or restricted, including any non-waivable right under the California Consumer Legal Remedies Act or the Song-Beverly Consumer Warranty Act, and any such right is expressly preserved.

17.1 Gintani Parties

"Gintani Parties" means Gintani, Inc. and its parent, subsidiaries, affiliates, successors, assigns, officers, directors, shareholders, members, managers, employees, agents, independent contractors, subcontractors, interns, volunteers, suppliers, service providers, insurers, and licensors.

17.2 Release

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE, ACQUIT, AND FOREVER DISCHARGE THE GINTANI PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, ACTIONS, AND CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR RELATING TO DAMAGE TO, IMPAIRMENT OF, DIMINUTION IN VALUE OF, OR TOTAL DESTRUCTION OF THE VEHICLE OR ANY PART OF IT, AND ANY RESULTING ECONOMIC LOSS, ARISING FROM OR OCCURRING DURING THE ORDINARY-NEGLIGENT PERFORMANCE OF DYNO SERVICES, ROAD TESTING, DATA LOGGING, CALIBRATION DEVELOPMENT, FLASHING, AND THE INSTALLATION OF PERFORMANCE GOODS AND CALIBRATIONS, OR FROM YOUR SUBSEQUENT USE OF THE VEHICLE, THE GOODS, OR ANY CALIBRATION. THIS RELEASE BINDS YOUR INSURERS, SUBROGEES, HEIRS, AND ASSIGNS. YOU WAIVE, AND WILL OBTAIN FROM YOUR INSURER A WAIVER OF, ALL RIGHTS OF SUBROGATION AGAINST THE GINTANI PARTIES FOR ANY LOSS WITHIN THIS RELEASE.

17.3 Waiver of Unknown Claims

With respect to the claims released in Section 17.2, you expressly waive the protection of California Civil Code section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that if known by him or her would have materially affected his or her settlement with the debtor or released party."

17.4 Scope and Limits of Release

This release applies to claims arising from ordinary negligence. It is limited to the dyno, tuning, calibration, performance-testing, and performance-installation services enumerated in Section 17.2, and does not extend to ordinary repair or maintenance services. It does NOT apply to, and Gintani does not seek to release, any claim arising from Gintani's gross negligence, recklessness, willful or wanton misconduct, intentional tort, fraud, or violation of law, nor any claim for personal injury or death, nor any liability that may not lawfully be released under California Civil Code section 1668 or otherwise. If any portion of this release is held unenforceable, the remainder remains in full force and effect, and the release will be enforced to the maximum extent permitted by law.

17.5 Acknowledgment of Consideration

You acknowledge that Gintani's willingness to perform the Services at the stated price is given in exchange for the assumption of risk in Section 7 and this release, that Gintani would not perform the Services on these commercial terms absent them, that you have had the opportunity to read them and to consult counsel, that you are signing or accepting them freely and voluntarily, and that they are intended to be as broad and inclusive as permitted by California law.

18.1 Exclusion of Certain Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE GINTANI PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF BUSINESS OR SPONSORSHIP, LOSS OF DATA, LOSS OF USE, DOWNTIME, DIMINUTION IN VALUE, TOWING, STORAGE, TRANSPORT, RENTAL OR SUBSTITUTE VEHICLE COSTS, RACE OR EVENT ENTRY FEES, LOST COMPETITION OPPORTUNITY, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, THE GOODS, THE CALIBRATIONS, OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, WARRANTY, STATUTE, OR ANY OTHER THEORY, AND WHETHER OR NOT GINTANI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Aggregate Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE GINTANI PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE GOODS, THE CALIBRATIONS, OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO GINTANI FOR THE SPECIFIC GOOD, CALIBRATION, OR SERVICE GIVING RISE TO THE CLAIM.

18.3 Essential Basis; Time Limit

The limitations in this Section 18 apply even if any remedy fails of its essential purpose, and are an essential basis of the bargain between the parties; absent them, the prices charged would be materially higher. Any claim arising out of or relating to these Terms, the Goods, the Calibrations, or the Services must be brought within one (1) year after the claim accrues, or it is permanently barred. Where applicable law does not permit a one (1) year period, the shortest period the parties may lawfully agree to applies instead, and this Section does not shorten the limitations period for any statutory consumer claim whose period cannot lawfully be shortened by agreement.

18.4 Statutory Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain damages. Nothing in this Section 18 excludes or limits liability for personal injury or death caused by Gintani's negligence, for fraud or fraudulent misrepresentation, for gross negligence or willful misconduct, or any other liability that cannot lawfully be excluded or limited. In such case, Gintani's liability is limited to the maximum extent permitted by applicable law.

19.1 You agree to indemnify, defend, and hold harmless the Gintani Parties from and against any and all claims, demands, actions, proceedings, judgments, settlements, fines, penalties, losses, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, expert fees, and costs of investigation, arising out of or relating to: (a) your breach of these Terms or of any representation, warranty, or certification in them, including those in Sections 1.5, 7.3, and 10.2; (b) your operation, maintenance, modification, transfer, or use of the Vehicle, the Goods, or any Calibration, including any personal injury, death, or property damage to any person arising from such use; (c) any violation by you of any law, regulation, or the rights of any third party, including any emissions, tampering, noise, registration, or inspection violation; (d) any claim by a subsequent owner, transferee, lessor, lienholder, insurer, or passenger of the Vehicle; (e) unauthorized copying, transfer, or distribution of a Calibration; and (f) any customer-supplied part.

19.2 Gintani may, at your expense, assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate fully. You will not settle any matter in a manner that imposes any obligation, admission, or restriction on any Gintani Party without Gintani's prior written consent.

20.1 Gintani Property

All Calibrations, software, tooling, fixtures, drawings, designs, dyno data, know-how, methods, trademarks, trade dress, logos, product names, photographs, videos, and content are the exclusive property of Gintani or its licensors. Nothing in these Terms transfers any ownership interest. You may not use Gintani's trademarks or content without prior written permission.

20.2 Media Release

You grant Gintani a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to photograph and record the Vehicle and any work performed on it, and to use, reproduce, publish, distribute, and display such images, recordings, dyno data, and results, including the Vehicle's make, model, year, modification list, and performance figures, in any medium for marketing, editorial, product development, and educational purposes, without further consent, notice, credit, or compensation. Gintani will not publish your name, address, or VIN without your consent. You may opt out of media use by giving Gintani written notice before Services begin.

20.3 Vehicle Data

You authorize Gintani to read, record, retain, analyze, and use data from the Vehicle's control units, sensors, and data-logging equipment, including diagnostic, operational, and telematics data, for the purposes of performing the Services, diagnosis, product development, and Calibration improvement, and to retain and use such data in de-identified or aggregated form indefinitely. Gintani's collection and use of personal information is governed by Gintani's Privacy Policy at gintani.com.

20.4 Feedback

Any suggestion, idea, feedback, or proposal you submit to Gintani is non-confidential, and Gintani may use it for any purpose without obligation, attribution, or compensation.

21.1 Informal Resolution First

Before commencing arbitration, the party asserting a dispute must send the other a written notice describing the nature and basis of the claim and the relief sought, addressed to Gintani at sales@gintani.com and at Gintani's address above, or to you at the address on the invoice. The parties will attempt in good faith to resolve the dispute for sixty (60) days after the notice. All applicable statutes of limitations and the contractual period in Section 18.3 are tolled during this sixty (60) day period.

21.2 Agreement to Arbitrate

Except as provided in Section 21.6, any dispute, claim, or controversy arising out of or relating to these Terms, the Goods, the Calibrations, the Services, the Vehicle, Gintani's website, or the relationship between the parties, including the validity, enforceability, scope, or arbitrability of this Section and including claims arising before the effective date of these Terms, will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules or Commercial Arbitration Rules as applicable, as modified by this Section. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. Judgment on the award may be entered in any court of competent jurisdiction.

21.3 Mutuality, Venue, and Costs

This Section binds both you and Gintani equally, and Gintani is equally required to arbitrate its claims against you, including claims for unpaid invoices. Arbitration will be seated in Los Angeles County, California, before a single arbitrator, and may be conducted by videoconference or on the documents at the arbitrator's discretion or the parties' agreement. Gintani will pay all AAA filing, administrative, and arbitrator fees in excess of the amount you would have paid to file the same claim in a California state court of appropriate jurisdiction, and will pay all such fees in full where required by the AAA Consumer Arbitration Rules. Each party otherwise bears its own attorneys' fees and costs, except that the arbitrator may award fees and costs to the extent authorized by a statute or contract provision applicable to the claim, including Sections 4.3 and 4.4 of these Terms.

21.4 Arbitrator's Authority

The arbitrator has exclusive authority to resolve all disputes subject to arbitration, including the arbitrability of any claim, and may award any individual relief available in court, including statutory damages and injunctive relief limited to the individual claimant. The arbitrator will apply the substantive law of the State of California and will issue a reasoned written award. The arbitrator may not consolidate the claims of more than one person or preside over any form of class, collective, or representative proceeding.

21.5 CLASS ACTION AND JURY TRIAL WAIVER

YOU AND GINTANI EACH AGREE THAT ANY DISPUTE WILL BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. YOU AND GINTANI EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. If a court determines that this Section 21.5 is unenforceable as to a particular claim or request for relief, that claim or request will be severed and adjudicated in the courts identified in Section 22, and all remaining claims will proceed in arbitration. If this Section 21.5 is held unenforceable in its entirety, then Section 21.2 is null and void as to the affected dispute and Section 22 governs. Notwithstanding Sections 21.2 and 21.4, the enforceability of this Section 21.5 is decided by a court of competent jurisdiction, not by the arbitrator.

21.6 Exceptions

Either party may (a) bring an individual claim in small claims court in Los Angeles County, California, or in the county where you reside, so long as the claim remains in that court; (b) bring an action in any court of competent jurisdiction solely for temporary, preliminary, or permanent injunctive or other equitable relief to protect intellectual property, confidential information, or trade secrets, or to enforce Gintani's lien rights under Section 14.5, without waiving the right to arbitrate the remainder of the dispute; and (c) pursue any claim or right that applicable law provides may not be subject to a pre-dispute arbitration agreement, including any non-waivable claim under California law. To the extent California law does not permit waiver or arbitration of a claim for public injunctive relief, that claim will be stayed and decided by a court of competent jurisdiction after arbitration of all arbitrable claims concludes.

21.7 Right to Opt Out

You may reject this Section 21 by sending written notice to Gintani, Inc., Attn: Legal, at Gintani's address above, or by electronic mail to sales@gintani.com with the subject line "Arbitration Opt-Out", within thirty (30) days after you first accept these Terms, stating your name, address, and the transaction and clearly stating that you reject the arbitration agreement. Opting out does not affect any other provision of these Terms, and Gintani will not retaliate, refuse service, or change your pricing because you opt out. If you opt out, Section 22 governs.

21.8 Survival

This Section 21 survives termination of these Terms and any relationship between the parties.

21.9 Mass Filings

If twenty-five (25) or more demands for arbitration raising similar claims against Gintani are filed by or with the assistance of the same or coordinated counsel, the AAA Mass Arbitration Supplementary Rules apply, and the demands will be resolved in staged proceedings: ten (10) bellwether arbitrations, selected half by the claimants and half by Gintani, will proceed first; the parties will then mediate the remaining demands in good faith for ninety (90) days informed by the bellwether awards; and arbitration fees for a demand are not due until that demand proceeds to arbitration. If this Section 21.9 is held unenforceable as to a demand, that demand will proceed in the courts identified in Section 22. This Section does not apply to any demand filed in small claims court under Section 21.6(a).

23.1 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions will remain in full force and effect. Each provision, and each part of each provision, is intended to be severable and independently enforceable.

23.2 No Waiver

Gintani's failure or delay in exercising any right or provision is not a waiver of it. No waiver is effective unless in writing signed by an authorized officer of Gintani, and no waiver on one occasion applies to any other occasion.

23.3 Assignment

You may not assign or transfer these Terms, any order, any Calibration license, or any right or obligation under them, by operation of law or otherwise, without Gintani's prior written consent; any attempted assignment without consent is void. Gintani may assign these Terms without restriction, including in connection with a merger, reorganization, or sale of assets.

23.4 Survival

Sections 4 through 14 and 16 through 23, and any other provision that by its nature should survive, survive completion, cancellation, expiration, or termination of any transaction or of these Terms.

23.5 Notices

Notices to Gintani must be in writing and sent to sales@gintani.com and by first-class or certified mail to Gintani's address above. Notices to you may be sent to the electronic mail address, mailing address, or telephone number on file, and are effective upon transmission or three (3) days after mailing. Any notice that starts the pickup, storage, or abandonment periods in Section 14 will be given by at least two of the methods on file. You are responsible for keeping your contact information current.

23.6 Independent Parties

Nothing in these Terms creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties.

23.7 No Third-Party Beneficiaries

Except for the Gintani Parties, who may enforce Sections 17, 18, and 19, these Terms confer no rights on any third party.

23.8 Construction

Headings are for convenience only. "Including" means "including without limitation." These Terms are the product of negotiation between the parties and will not be construed against the drafting party. Any ambiguity will not be resolved against Gintani solely because Gintani prepared these Terms. References to "days" mean calendar days unless "business days" is expressly stated.

23.9 Electronic Records and Signatures

You consent to transact electronically. Electronic signatures, electronic records, scanned signatures, and photographic or electronic copies of these Terms have the same legal effect as original ink signatures and originals, and neither party will contest their admissibility or enforceability on the ground that they are electronic.

23.10 Language

These Terms are drafted in English. Any translation is provided for convenience only, and the English version governs.

23.11 Contact

Questions about these Terms should be directed to Gintani, Inc., Attn: Legal, at the address above, or sales@gintani.com.