Terms of Use
Last Modified: May 23, 2023
Acceptance of the Terms of Use
These terms of use are entered into by and between You and Ace Machine Design, Inc., dba Beaker & Wrench, a Delaware corporation (“Company,” “we,” or “us“). The following terms and conditions, together with any documents they expressly incorporate by reference [collectively, “Terms of Use“), govern your use of services (“Services“) and a selection of products (“Products“) offered on or through www.beakerandwrench.com (the “Website“), whether as a guest, subscriber, or a registered user.
Please read these Terms of Use carefully before you subscribe or start to use the Website , Services, and/or Products. By using the Website, subscribing or using the Services and/or Products or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, our Standard Terms and Conditions, and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use, our Standard Terms and Conditions, or the Privacy Policy you must not access or use the Website or Subscribe or use the Services.
Eligibility
To be eligible to access the Website or use our Services, you must be at least 18 years old. You certify that you have all requisite power, authority, and capacity to enter into and use the Services contemplated by these Terms of Use.
If you are under the age of 18, do not use or provide any information on the Website or on or through any of its features, use our Services, make any purchases through the Services, or provide any information about yourself to us. If you believe we may have any information from or about anyone under the age of 18, please promptly contact us at [email protected].
About Your Account.
In order to access certain features of the Website (including subscribing for Services), you must register to create an account (“Account”). You must complete the registration process by providing us with current, complete, and accurate information. You will also choose a password. By creating this Account, you represent that you are either: (i) an individual and wish to place orders on your own behalf, or (ii) an individual authorized to place orders on behalf of a corporation or other entity.
Subscription
By purchasing a monthly subscription, you agree to an initial and recurring monthly subscription fee at the then-current monthly subscription rate (“Subscription Fee”) which also includes the fee for receiving Products on monthly basis. You accept responsibility for all recurring charges until you cancel your subscription hereunder.
You authorize us to charge the Subscription Fee to your credit or debit card on a recurring basis, on the 15th day of each month of your subscription. The bundle you subscribe for will be shipped on the 25th day of each month of your subscription for delivery on or about the 1st day of each next month of your subscription, such delivery date being dependent on the delivery location of your choosing.
Cancelation of Subscription
You may cancel your subscription at any time, and the cancellation will be effective on the first day of the next month of such cancellation. For canceling your subscription you need to contact our customer service team at [email protected].
If you choose to cancel your subscription after your card has been billed for the month but before the end of your billing cycle you will not be entitled to a refund for the Subscription Fee already paid for the then-current month. Your subscription will continue to be active until the end of your current billing cycle and you will receive the Services and/or Products (as applicable) for the remaining period of such billing cycle.
Products
The Products that you will receive each month as part of your subscription will be selected by our team based on your preferences and other factors we deem important.
The Products you receive each month may, but not necessarily will, differ from each other, but we will make sure that such Products will be of high quality and relevant to your subscription.
Shipping and Delivery
Selecting the method of shipment of and the carrier for the Products will be done by the Company on the Company’s sole and absolute discretion. You understand it is your responsibility to provide an accurate shipping address, and we shall not be responsible for any damages resulting from you providing inaccurate shipping information.
The Products will be shipped to the shipping address provided by you upon signing up for the Services. If you need to change the delivery address for any reason whatsoever, please notify us as soon as possible.
We ship out orders as soon as they are ready. Due to our high volume of orders we cannot we guarantee a specific day or time in which an order will be delivered. No exceptions.
Delivery dates are estimates. We are not responsible for any shipping delays incurred by any third-party courier, including but not limited to weather or storm delays. We will not replace Products or reimburse you for the cost of Product fees resulting from the above mentioned courier and/or weather delays. In the event of any anticipated inclement weather or other delay, you are encouraged to verify the status of the courier’s operations on their website. We will provide you with courier information once the Products are shipped.
We further bear no responsibility for any delays in delivery due to an industrial action, in particular strikes and lockouts, or any other reason beyond our control that hinders the timely delivery of Products.
If there are any questions or issues regarding your shipment, please contact our customer service team at [email protected] as soon as possible.
Payment
All payments for your subscription to the Services (including Products) must be made by a credit or debit card. You will be asked to provide your payment information upon subscription for the Services and Products.
By providing your payment information, you grant us authority to charge your card for the Subscription Fee on the 15th day of each month or the business preceding it if such 15th is a non-working day.
If we are not able to charge your card or if the payment is declined for any reason, we reserve the right to suspend or cancel your subscription until full payment is made for your subscription.
Any fees or expenses remaining unpaid more than ten (10) days of the date when due shall bear interest at the rate of 1.5% per month until fully paid or the maximum allowable interest under applicable law, whichever is lower. Further, you understand and agree that if you fail to pay any outstanding invoices following written notice from the Company, we may: (i) assign the outstanding balance to a collections agency; (ii) report your non-payment to the credit bureaus; and/or (iii) file a civil legal action to collect the amounts owing. You agree to pay all costs incurred by us in collecting any unpaid fees and expenses, including all collection agency fees and costs, all court costs, witness, and expert witness fees, filing fees and reasonable attorneys’ fees, whether incurred prior to, during, or subsequent to any mediation, arbitration, litigation, bankruptcy, receivership, liquidation, collection, or appellate proceeding.
To the extent that you have any remaining balance in a deposit or prepaid account more than twelve (12) months after the 1st day the payment was due, you agree that such balance becomes non-refundable.
Communications
By using our Services, you agree to subscribe to newsletters, marketing or promotional materials, and other information we may send. However, you may unsubscribe at any time by clicking the unsubscribe link.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to your use of our Services and Products, and all access to and use of the Website thereafter.
Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
Revisions and Errata
The materials appearing on the Website could include technical, typographical, or photographic errors. We do not warrant that any of the materials on the Website are accurate, complete, or current. We may make changes to the materials contained on the Website at any time without notice. We do not, however, make any commitment to update the materials.
Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for both:
- Making all arrangements necessary for you to have access to the Website.
- Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.
To access the Website or some of the resources it offers, including the Services and Products, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website, including the Services and Products, that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website, use the Services and Products, or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
Intellectual Property Rights
The Website and its entire contents, 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 United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You must not:
- Modify copies of any materials from this site.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
Trademarks
The Company name, the terms “Ace Machine Design” and “Beaker & Wrench” and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
Prohibited Uses
You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
Additionally, you agree not to:
- Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
- Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
- Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Website.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
- Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Website.
Further Prohibitions
In connection with your use of Website, or our Services, or in the course of your interactions with us, you agree that you will not:
- Breach these Terms of Use or any other agreement that you have entered into with the Company (including any Company policies);
- Violate any law, statute, ordinance, or regulation;
- Infringe Company’s or any third-party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
- Act in a manner that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
- Provide false, inaccurate, or misleading information;
- Pay for the Services and Products with fraudulent funds or with what we reasonably believe to be potentially fraudulent funds;
- Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
- Use an anonymizing proxy;
- Control an Account that is linked to another Account that has engaged in any of these restricted activities. We may use evidence other than the Account information to determine whether you control an Account in someone else’s name, including but not limited to IP addresses, common business names, phone numbers and mailing addresses; or
- Use the Services and/or Products in a manner that results in or may result in complaints, disputes, claims, fees, fines, penalties, and other liability to the Company or you.
We provide this Platform and Services for use only by persons located in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Your Liability
You are responsible for all claims, fees, fines, penalties, and other liability incurred by the Company or any third-party caused by or arising out of your breach of these Terms of Use or your use of the Services and or Products. You agree to reimburse the Company or any third-party for any and all such liabilities.
Actions We May Take
If you engage in any restricted activities, we may take various actions to protect the Company from claims, fees, fines, penalties, and any other liability. The actions we may take include but are not limited to the following:
- We may close, suspend, or place restrictions on your Account;
- We may update inaccurate information you provided us;
- We may revoke your access to the Website and refuse to provide future Services to you; and
- We may take legal action against you.
Whether we decide to take any of the above steps, we do not monitor, and you agree we will not be subject to liability for not monitoring, the Website.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone subscribed for our Services.
YOU WAIVE AND HOLD US AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY YOU DURING OR AS A RESULT OF YOUR INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER YOU OR LAW ENFORCEMENT AUTHORITIES.
Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Website
All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR PRODUCTS OR ITEMS OBTAINED THROUGH THE WEBSITE.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES, PRODUCTS, OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES, PRODUCTS, OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES, PRODUCTS, OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE) EXCEED THE AMOUNT OF THE SUBSCRIPTION FEE PAID BY YOU IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
THE COMPANY SHALL NOT BE LIABLE FOR ANY, INCLUDING FORSEEABLE INDIRECT OR CONSEQUENTIAL LOSSES, OR FOR ANY LOSS OF PROFIT, REVENUE, OR BUSINESS, HOWEVER CAUSED.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend, indemnify, and hold harmless 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 Use or your use of the Website, including, but not limited to, any use of the Website’s content, Services, and Products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.
Governing Law and Jurisdiction
All matters relating to the Website, the Services and Products, and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use, the Services and Products, or the Website shall be instituted exclusively in the courts of the State of California although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Relationship of the Parties
In providing the Services, the Company (and its representatives) will be acting as an independent contractor and not as an agent, partner, employee, or representative of yours. Nothing in these Terms of Use, our Privacy Policy, and/or our Standard Terms and Conditions entered into by and between you and the Company with regard to the latter providing you with Services shall be construed to create a partnership, joint venture, employment, or fiduciary relationship between you and the Company.
Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Entire Agreement
The Terms of Use, our Privacy Policy, and our Standard Terms and Conditions constitute the sole and entire agreement between you and the Company regarding the Website, including the Services and Products, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website. In case of conflicts and inconsistencies between the Terms of Use and the Standard Terms and Conditions, these Terms of Use will prevail.
Non-Solicitation
You agree that during your use of Services and Products and for a period of one (1) year thereafter, you shall not, directly or indirectly, solicit any of the Company’s executives, employees, consultants, service providers, agents, or contractors to terminate their relationship with the Company, or attempt to solicit executives, employees, consultants, service providers, agents, or contractors of the Company, either for your benefit or for any other person or entity. This obligation of yours shall survive the cancellation of your subscription, death, or disability.
Non-Disparagement
At any time during your use of Services and Products or thereafter, you shall not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally or otherwise, or take any action, which may, directly or indirectly, disparage or be damaging to us (including any of our subsidiaries, other affiliates, officers, directors, employees, partners or stockholders); provided, that nothing in this paragraph shall preclude you from making truthful statements or disclosures that are required by applicable law, regulation or legal process.
Thank you for choosing our Service. If you have any questions or concerns about these Terms of Use, our Privacy Policy, and/or our Standard Terms and Conditions please contact our customer service team at [email protected].
