Terms of Service
Any references to 8TH FLOOR, LLC (8TF) is equally applicable to Vital Toys.
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS. YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH 8TH FLOOR, LLC., OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to purchasing any product or services that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes. These Terms are an integral part of the Terms of Service that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site.
ORDER ACCEPTANCE AND CANCELLATION.
You agree that your order is an offer to buy, under these Terms, all products and services listed in your order.
All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered with respect to physical goods or services.
Prices and Payment Terms.
All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. For the purchase of physical goods or services, posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences. We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern. Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. For the purchase of physical goods or services, we accept American Express, Apple Pay, MasterCard, Visa, PayPal and certain Crypto Currencies for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order. Shipments;
Delivery; Title and Risk of Loss.
For the purchase of physical goods or services, we will arrange for shipment of the products to you.
You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order. Title and risk of loss pass to you upon our transfer of the products to the carrier/delivery service. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
ORDERS
We ship from our warehouses in Los Angeles, California USA.
All orders are subject to acceptance and availability, and items in your shopping basket are not reserved and may be purchased by other customers.
Orders do not ship until they have been fully processed, which can take up to 2 business days. Please take order processing time into consideration before placing your order.
RETURN POLICY
Since our toys are hand-painted, limited edition pieces of art, all returned toys must be in their original, unopened boxes. We won’t accept open box toys back as a return.
If you unbox your toy and it’s damaged (e.g., the product has missing accessories, lost parts, broken in half, etc.) please send us images of the damage for us to review. For domestic (US) orders, if we determine that the damage qualifies for an exchange, we’ll replace it for a non-damaged item, depending on the availability of the item at the time. Unfortunately, if a replacement isn’t available, we will offer a different item or store credit for a future purchase.
For Vital Toys to consider your return please email us with your Order# and the images of the damaged for our review to: info@vitaltoys.io
Disclaimers.
Disclaimers. These terms and conditions apply to all sales for goods and services.
ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. OUR SOLE AND ENTIRE MAXIMUM LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR SITE.
The limitation of liability set forth above shall: (i) only apply to the extent permitted by law and (ii) not apply to (A) liability resulting from our gross negligence or willful misconduct and (B) death or bodily injury resulting from our acts or omissions.
Goods Not for Resale. You represent and warrant that you are buying products or services from the Site for your own personal or household use only, and not for resale or export.
Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, https://vitaltoys.io/privacypolicy/, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.
Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of 8th Floor, LLC.
No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
Entire Agreement. Our order confirmation, these Terms, our Terms of Service and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.
No Assignments. You shall not assign, transfer, or otherwise dispose of these Terms and Conditions (including any of your rights or obligations under these Terms and Conditions), and any purported assignment, transfer or other disposition shall be null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
Enforcement. You agree that, in addition to 8TF, any of 8TF’s affiliates and licensors associated will have the same rights to enforce these Terms and Conditions and any of its other rights hereunder against you.
These Terms and Conditions, nor any aspect of the relationship between you and 8TF (or its affiliated entities or licensors) do not, and shall not be construed to, create any partnership, joint venture or agency between you and 8TF (or its affiliated entities, or licensors).
Dispute Resolution and Binding Arbitration.
These Terms are governed by the laws of the United States (including federal arbitration law) and the substantive, procedural and venue laws of the State of California, County of Los Angeles, USA, without regard to its principles of conflicts of law, and regardless of your location.
Indemnification: You shall defend, indemnify and hold harmless 8TF and its affiliates, and its and their licensors, and its and their respective directors, officers, employees, licensors, content providers, agents and representatives, from any third-party claim or action arising from your breach, our enablement of a breach by others, or any alleged breach of these Terms.
If for any reason the binding arbitration dispute resolution provisions set forth below are determined to be invalid or unenforceable, any disputes relating to these Terms, or any other aspect of the relationship between you and 8TF (and, if applicable, 8TF’s affiliates, or licensors), other than disputes that qualify for small claims court, shall be brought solely in the state or federal courts located in Los Angeles County, State of California, USA, and you hereby consent to the exclusive venue and jurisdiction of such state and federal courts and waive any defenses of personal or subject matter jurisdiction, or forum non conveniens.
EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THESE TERMS.
A. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS, OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND 8TF (AND, IF APPLICABLE, 8TF’s AFFILIATES OR LICENSORS), WHETHER BASED IN CONTRACT, TORT, STATUTE, MISREPRESENTATION, FRAUD, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT YOU AND 8TF (AND, IF APPLICABLE, 8TF’S AFFILIATES OR LICENSORS) ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.
B. The arbitration will be administered by JAMS under its Streamlined Arbitration Rules, as amended by these Terms. The JAMS Streamlined Arbitration Rules are available online at https://www.jamsadr.com/rules-streamlined-arbitration/. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by JAMS or by the arbitrator. The arbitrator’s decision will follow the terms set out in these Terms (including with respect to the class action waiver) and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of an applicable governmental agency and, if and to the extent that the law allows, it can seek relief against us for you.
C. OPTION TO “OPT OUT”. YOU MAY OPT OUT OF THESE ARBITRATION AND CLASS ACTION PROVISIONS BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT-OUT, THESE TERMS WILL APPLY RETROACTIVELY TO ALL CLAIMS YOU MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT. PROCEDURE TO OPT OUT OF ARBITRATION. IF YOU DO NOT WISH TO AGREE TO THIS ARBITRATION AND CLASS ACTION WAIVER AGREEMENT, YOU MUST, WITHIN THIRTY (30) DAYS OF ACQUIRING OWNERSHIP OF THE APPLICABLE NFT, SEND AN E-MAIL CONTAINING YOUR FULL NAME, ADDRESS, IDENTIFYING INFORMATION FOR THE APPLICABLE NFT, THE DATE ON WHICH YOU ACQUIRED SUCH NFT, AND THE WORDS “OPT OUT ARB” IN THE BODY OR SUBJECT LINE OF THE EMAIL TO: INFO@VITALTOYS.IO . Please use subject “ARB OPT-OUT”.
Notices.
To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
To Us. To give us notice under these Terms, you must contact us as follows: (i) by e-mail to info@vitaltoys.io; or (ii) by personal delivery, overnight courier, or registered or certified mail to 8TH Floor, LLC., [269 South Beverly Drive Suite 1046, Beverly Hills, CA, 90212, USA]. We may update the facsimile number or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
