This Terms of Service (‘Terms’) is entered into at the time of purchase (whether through minting or purchase on a secondary market) by and between Sad Bots Pty Ltd and the purchaser (hereinafter referred to as the ‘Collector’) of Sad Bots non-fungible tokens. It outlines the purchase, sale, use and display of Sad Bots non-fungible tokens (‘Sad Bots NFTs’).

If you are Collector that purchased the Sad Bots NFTs on a secondary market, then you may have a separate agreement with the seller from whom you purchased the Sad Bots NFT in relation to that sale. As between Sad Bots Pty Ltd and the Collector, in event of any conflict between this separate agreement and these Terms, these Terms will always prevail. Any term in any separate agreement between a Collector and a seller that is not Sad Bots Pty Ltd must not derogate from in anyway Sad Bots Pty Ltd’s rights, and the Collector’s obligation, under these Terms,

Introduction

‘Sad Bots’ is a collection of 3090 randomly generated NFTs created by Sad Bots Pty Ltd and stored on the Ethereum blockchain as ERC-721 tokens.

Definitions

For the purposes of these Terms:

• ‘Annual Revenue’ means the gross revenue generated during an applicable calendar year.
• ‘Derivative Work’ means works that are an adaptation, modification or enhancement of a Sad Bots NFT Artwork, that reproduce an entire, a substantial part of a, Sad Bots NFT Artwork, or that combine a Sad Bots NFT Artwork with other pre-existing work.
• ‘Intellectual Property Rights’ includes all current and future intellectual property rights throughout the world, whether registered or unregistered, including logos, trademarks, designs, patents, inventions, copyright and analogous rights, rights in databases, source code, object code, software, confidential information, trade secrets, processes, concepts, know-how and all other intellectual property rights as defined in Article 2 of the convention establishing the World Intellectual Property Organisation on 14 July 1967 as amended from time to time.
• ‘Losses’ means all liabilities, losses, damages, costs and expenses suffered or incurred by any person whether arising in contract or tort (including negligence) or under any statute or under any other cause of action, and ‘Loss’ has a corresponding meaning.
• ‘Royalty Threshold’ is USD 150,000.
• ‘Sad Bots NFT Artwork’ is the underlying unique artwork, graphics or animation (including the 2D and 3D layer files and other any file format) that forms part of or in connection with the particular Sad Bots NFT owned by the Collector.

Ownership

Except to extent expressly reserved by Sad Bots Pty Ltd under these Terms, upon purchase of a Sad Bots NFT (whether through minting or purchase on a secondary market), the Collector has full ownership of that Sad Bots NFT as verified and stored on the Ethereum blockchain. This includes the rights to:

• hold, burn or resell the Sad Bots NFT on a secondary market; and
• access, participate or otherwise interact with Sad Bots Happy Place metaverses, alpha whitelist giveaways, 3D GLB files, and the ‘Karma Economy’, or any other Sad Bots or third party event, project, platform, group, forum or opportunity that requires ownership of a Sad Bots NFT for access, participation or interaction by the Collector.

Sad Bots Pty Ltd reserves full ownership of all Intellectual Property Rights in the following assets, which can be updated from time to time:

• all Sad Bots NFT Artwork (both present and future);
• all Derivative Works (both present and future);
• the underlying smart contract and metadata of a Sad Bots NFT; and
• the Sad Bots website and its user interface.

License

Sad Bots Pty Ltd grants the Collector a worldwide, perpetual, exclusive and revocable licence to:

• use, display or commercialise the Sad Bots NFT Artwork; and
• create, use, display or commercialise a Derivative Work,

solely for the following purposes:

• for your own personal use;
• for commercial use (e.g. use of the Sad Bots NFT Artwork to build, produce and/or sell merchandise products, brands, website, blog posts, art, video or any other intellectual property);
• as part of a marketplace that permits the purchase and sale of a Sad Bots NFT, provided that the marketplace cryptographically verifies the Collector’s ownership of the Sad Bots NFT; and
• earning revenue from any of the foregoing.

Except as expressly permitted above, the Collector (or any other person) must not:

• use, display or commercialise the Sad Bots NFT Artwork, or create, use, display or commercialise any Derivative Work, for any other purpose;
• do anything that directly or indirectly infringes upon Sad Bots Pty Ltd’s Intellectual Property Rights in the Sad Bots NFT Artwork; and
• use or display the Sad Bots NFT Artwork or create, use or display any Derivative Work in any manner that depicts or encourages illegal acts or activities designed to encourage illegal acts, or involves pornography, discrimination (on the basis of race, ethnicity, gender, religion, sexual orientation, gender identity or expression, age or disability), culturally insensitive or inappropriate content, obscenity, violence, attempted murder, terrorism, torture, rape, animal cruelty, libel or slander, abusive words, misleading or deceptive content, pyramid or illegal financial/funding schemes, or anti-law enforcement goods and services,

(each a Restricted Activity).

In the event that Sad Bots Pty Ltd becomes aware or reasonably believes that the Collector has engaged in a Restricted Activity, Sad Bots Pty Ltd may, at its discretion, revoke the Collector’s licence described herein and/or direct the Collector to cease and desist the Restricted Activity.

The Collector will immediately lose the licence rights to the Sad Bots NFT Artwork upon (i) the burning of the relevant Sad Bots NFT; or (ii) the sale or otherwise transfer of ownership of the relevant Sad Bots NFT to another person, whom in turn will become the new owner to which this licence applies (for the duration of that ownership).

Royalty Fee on Derivative Works

If a Derivative Work causes to generate an Annual Revenue that is less than the Royalty Threshold, Sad Bots Pty Ltd will not charge any additional fees for that Derivative Work.

If a Derivative Work causes to generate an Annual Revenue that is greater than or equal to the Royalty Threshold, Sad Bots Pty Ltd has the right to charge ongoing royalty fees (and which the Collector must pay) with respect to that Derivative Work. The royalty fee will be calculated as follows:

The Collector must pay the royalty fees by the payment date and method specified by Sad Bots Pty Ltd (in writing) from time to time.

Reporting

To the extent that the Collector commercialises a Derivative Work, the Collector must keep and maintain proper and accurate the books, records and accounts reflecting all of the financial affairs (including but not limited to the Annual Revenue generated by the Derivative Work) relating to that Derivative Work (Financial Records) for as long as that Derivative Work is being commercialised.

The Collector must notify Sad Bots Pty Ltd promptly in writing if the Annual Revenue generated by a Derivative Work reaches or exceeds the Royalty Threshold.

Sad Bots Pty Ltd has the right at all times, upon reasonable notice, to inspect, examine and request copies of those Financial Records for the purposes of determining whether or not a Derivative Work would be subject to royalty fees.

No Guarantees and Future Promises

The purchase of a Sad Bots NFT guarantees the Collector only the receipt of the Sad Bots artwork in return for the ETH received by Sad Bots Pty Ltd. Sad Bots Pty Ltd does not guarantee any future commitments or benefits beyond this art, other than what is outlined in our Roadmap (assuming all supply of 8888 is sold out).

Sad Bots Are Not Intended as Investments

Sad Bots NFTs are not meant as investments and Sad Bots Pty Ltd makes no promise or guarantee regarding the value of the Collector’s Sad Bots NFT. The Collector agrees that they understand the volatile nature of non-fungible tokens and its associated price. The Collector agrees and understands that they access and use https://sadbots.io/ at their own risk; however, this brief statement does not disclose all of the risks associated with Sad Bots NFTs and other digital assets.

Your Wallet, Your Responsibility

The Collector agrees that they are solely responsible for maintaining the security and control of their cryptocurrency wallet and its associated authentication credentials, private or public cryptocurrency keys, as well as non-fungible tokens and cryptocurrency stored in the wallet. The Collector understands that they must be aware when connecting their cryptocurrency wallet.

Limitation of Liability

Liability cap

Subject to the ‘No liability’ section below and to the maximum extent permitted by law, Sad Bots Pty Ltd limits its aggregate liability for any claims in connection with these Terms is limited to the minting fee denominated in USD actually paid by the Collector for the Sad Bots NFT at the time of the minting.

For the avoidance of doubt, Sad Bots Pty Ltd only owes liability with respect to a particular Sad Bots NFT (including the Sad Bots Artwork) solely to the Collector who acquired that Sad Bots NFT from Sad Bots Pty Ltd by minting. Sad Bots Pty Ltd is not responsible for any Sad Bots NFTs that have been resold on the secondary market on the basis that secondary sales are a transaction between the relevant buyer and seller to which Sad Bots Pty Ltd is not privy.

No liability

To the maximum event permitted by law, in no event will Sad Bots Pty Ltd be liable for any Losses incurred by the Collector or any third party arising out of or in connection with:

• the Collector’s purchase (via a secondary market), holding, burning, resale, use of or otherwise dealing with any Sad Bots NFT;
• unauthorised access to the Collector’s wallet by third parties;
• a Derivative Work created by the Collector (including where the Derivative Work infringes on the Intellectual Property Rights of any third party);
• any outage or interruption to the Ethereum network, marketplace, website, applications or platforms outside of Sad Bots Pty Ltd’s control; and
• any changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavourable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the Sad Bots NFTs.

Notwithstanding anything in these Terms, no party excludes or otherwise limits its liability to the other party for injury or death (including illness) of any person, breach of law or fraud.

Taxes

The Collector assumes all responsibility for any tax liability that may arise from minting or reselling their Sad Bots NFT.

Resale agreement

On purchase of a Sad Bots NFT, the Collector acknowledges and agrees that the Terms laid out in this document are binding on subsequent Sad Bots owners and any succeeding owner, the result of which all owners of Sad Bots will be subject to these Terms (unless expressly stated otherwise).

Prior to any sale or transfer of ownership of the relevant Sad Bots NFT, the Collector must bring these Terms to the attention of the purchaser and the purchaser must agree to the Terms before any sale is finalised.

Modifications

The Collector agrees and understands that Sad Bots may modify part or all of its site and/or its services without notice, and that these Terms may be updated at any time with at least 30 days’ notice.

Age

Sad Bots NFTs are intended for use for individuals aged 18 and over.

Governing law

These Terms are governed the law in force in New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales, Australia.