This Nothing Phone (2a) Glyph Developer Program Agreement (“Agreement”) is by and between WAGMI America, Corp., a company incorporated in the State of Delaware with offices at at 108 Lakeland Avenue, Dover, Kent County, Delaware 19901 (along with our affiliates and agents, “Nothing”; “we”; “us”; or “our,” as the case may be) and each participant in the Developer Program (“Developer”; “you”; or “your,” as the case may be). Each party may be referred to individually as a “Party” and, collectively, as the “Parties.” This Agreement sets out the terms for your participation in the Nothing Phone (2a) Glyph Developer Program (“Developer Program”).

For good and valid consideration, the receipt of which you hereby acknowledge, you and Nothing hereby agree to the following terms:

1. Scope of Agreement. Developer is being granted rights under this Agreement for the purpose of testing and providing input and other feedback to Nothing regarding the Nothing Phone (2a) mobile device (“Developer Unit”), the Developer Unit’s ‘glyph’ lighting technology, and other hardware or software features made available by Nothing in connection with the Developer Program (collectively, the “Developer Package”). The Developer acknowledges and agrees that the Developer Package is being provided for testing purposes, is not a final, finished product, and that the Developer Unit may lack some functionality on U.S. mobile networks and/or relevant certifications. The purpose of the Developer Program is to solicit feedback from participants in order to enable Nothing to refine and improve its product offerings for U.S. users.

2. Developer Program Membership. Upon payment of the membership fee, the Developer will be entitled to a full Developer Program membership for the Developer Program Term, as defined in Section 8. Membership benefits may include, without limitation, (i) the opportunity to earn Black Dots for Developers who join the program and report bugs (subject to additional terms and conditions); (ii) an exclusive Discord channel just for members; (iii) exclusive workshops when available; (iv) early access to information on upcoming Nothing products; and (v) a Developer Unit. Nothing representatives will provide you with additional information regarding your Developer Program membership.

3. Developer Unit. As part of the Developer Program membership, the Developer will receive a Developer Unit. The Developer Unit will be a Nothing Phone (2a) running the latest version of Android. The Developer Unit will be shipped by Nothing’s delivery partner to the shipping address you provide when registering for the Developer Program. Nothing will not deliver the Developer Unit unless someone is present to accept and sign for the package. Developer acknowledges and agrees that the Developer Unit will be shipped from outside of the United States and Developer may be listed as the importer of record.

4. Payment; Fees. In order to participate in the Developer Program, you will be charged a $349 Developer Program membership fee. If you are paying for your order with an international credit or debit card, the price displayed in your card statement may vary based on exchange rates. Your bank or card issuer may also charge additional foreign conversion charges and fees, which may increase the overall cost of your purchase. You should contact your bank or card issuer for further information. Payment in full will be necessary for participation in the Developer Program. Nothing reserves the right to charge additional fees for any renewal or extension of the Developer Program.

5. Limited Use Rights. The Developer Package is solely made available for software development and testing purposes. Developer may not rent, lease, distribute, or resell the Developer Unit, or use the Developer Unit as the basis for developing competing products (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Developer Package.

6. Feedback. Upon Nothing’s reasonable request, the Developer agrees to provide suggestions, improved feature requests, and recommendations regarding the Developer Package. Feedback shall include informing Nothing about the design, performance, ease of use, functionality, features, bugs, and problems encountered during the use and testing of the Developer Package. Nothing may contact the Developer and Developer agrees to make available a reasonable amount of time to discuss the Developer Package upon Nothing’s request. Nothing reserves the right to incorporate Developers’ feedback into its final finished product and/or future products.

7. Intellectual Property. Each Party acknowledges that this Agreement does not transfer any right, title, or interest in any intellectual property right to the other Party. Nothing and/or its licensors maintain all rights, title, and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”) relating to the Developer Package. The limited rights granted to Developer to access and use the Developer Package under this Agreement do not convey any additional rights in the Developer Package, or in or to any associated Intellectual Property Rights. Subject only to the limited rights to access and use the Developer Package as expressly provided herein, all rights, title, and interest in and to the Nothing Developer Package and all hardware, software and other components of or used to provide the Developer Package, including all related Intellectual Property Rights, will remain with and belong exclusively to Nothing and/or its licensors. Any new intellectual property rights created pursuant to this Agreement shall accrue solely to Nothing.

8. Developer Program Term. This Agreement shall commence on your membership purchase date, which shall be no earlier than March 12 2024, and shall expire at the end of the Developer Program. Any renewal of the Developer Program shall be at Nothing’s sole discretion. Nothing reserves the right to request feedback from Developer after the conclusion or early termination of the Agreement’s term.

9. Suspension of Services. Nothing may immediately suspend Developer’s access to and use of the Developer Package if Developer is in breach of this Agreement or in breach of applicable laws or regulations.

10. Confidential Information. Developer acknowledges and agrees that participation in the program outlined in this Agreement will result in Nothing disclosing certain confidential, proprietary and/or trade secret information related to the Nothing Phone (2a) and/or Nothing (the “Confidential Information”). Such Confidential Information includes, without limitation, the features, functionality, and existence of the Developer Package, and any know-how, trade secrets, computer programs, source code, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, business plans or reports made available to Developer. Developer agrees that it will not, without express prior written consent of Nothing, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information: (a) is or becomes generally available to the public through any means other than as a result of any act or omission by Developer; (b) is rightfully received by Developer from a third party not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or (c) is independently developed by Developer without any reliance on any Confidential Information. At the termination of this Agreement or at any time by request of Nothing, Developer will return all Confidential Information in its possession to Nothing. Developer further agrees that it will not duplicate, translate, modify, copy, print, disassemble, decompile or otherwise tamper with the Developer Package or any Confidential Information.

11. Warranties

• Limited Warranty. Depending on the local laws of your jurisdiction, the software and hardware contained in the Developer Package may be subject to a limited warranty (“Limited Warranty”), which begins from the date of delivery.
• Quality Defects. The Limited Warranty covers the hardware components of Nothing products as originally supplied and product defects caused by workmanship or build materials. The Limited Warranty does not cover any defects when a Developer Unit has been subjected to abuse, misuse, negligence, accident, improper testing, improper installation, improper storage, improper handling, improper charging, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Nothing or its suppliers
• Original country. The Limited Warranty is only redeemable within your original country or region of purchase.
• Warranty Claims. To make a claim, please provide your original proof of purchase of a Developer Program membership to Nothing Customer Service as set out in the Contact Support section of our website https://us.nothing.tech.
• Repairs and replacement. Any repair and replacement service covered by the Limited Warranty, along with shipping and handling, will be free within the Limited Warranty period specified below. Nothing will inspect any returned Developer Units for customer-induced damage (CID) and will not offer replacement Developer Units in cases in which CID is found.
• Parts and components. Nothing may use rebuilt, reconditioned or new parts and components when repairing any product(s). Alternatively, we may replace the defective product(s) entirely with a rebuilt, reconditioned, or new Nothing product(s).
• Warranty Periods.  As the Developer Package is pre-release and not for sale, a standard warranty period will not apply. However, Nothing may replace faulty Developer Units in order for Developers to participate in the Developer Program. Please contact Nothing Customer Service regarding questions.
• Disclaimer of Warranties. EXCEPT AS MAY BE PROVIDED FOR IN THIS SECTION 13 OR UNDER APPLICABLE LAW, THE Developer Package IS PROVIDED “AS IS”. NOTHING MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE Developer Unit, INCLUDING ANY REPRESENTATION REGARDING ITS PERFORMANCE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NOTHING DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE Developer Package. FOR THE AVOIDANCE OF DOUBT, UNLESS OTHERWISE NOTED, ALL Developer Package SOFTWARE IS PRELEASE, ARE EXPECTED TO CONTAIN DEFECTS WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OFFERING. THE Developer Unit MAY NOT BE COMPATIBLE WITH LOCAL NETWORKS. ACCORDINGLY, ACCESS TO AND USE OF THE Developer Package IS ENTIRELY AT Developer’S OWN RISK. IN NO EVENT SHALL NOTHING BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE Developer Unit, EVEN IF NOTHING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF ANY PRODUCT.

12. Returns.

When you can exercise your rights. You may be able to cancel your contract, return the Developer Unit or request s replacement Developer Unit in the following circumstances:

• Faulty Developer Unit or incorrect description. We are under a legal duty to supply products that are fit for their given purpose, are of satisfactory quality and are as described. As such, a faulty Developer Unit may be returned or replaced if it fails to meet minimal quality standards.
• Our actions or proposed actions. You can return a Developer Unit to us or cancel your contract with us for any of the reasons set out below:
• we have told you about an upcoming change to the version of the Terms that apply to you which you do not agree to; and
• you have a legal right to end the contract because of something we have done wrong.
• Changing your mind. You have a right to return the Developer Unit within fourteen (14) days after the day you receive the Developer Unit. You can return your Developer Unit within this time period for any reason. The Developer Unit should be kept in reasonable condition and, if possible, should be returned in the original packaging. We reserve the right to make deductions (for example, for any loss of value in the Developer Unit that you are responsible for). You will also have to pay the costs of return of any goods. You can cancel your contract or return your Developer Unit by contacting us using the details set out in the Contact Support section of our website https://us.nothing.tech. You have a statutory right to change your mind within fourteen (14) days from delivery of a product.. The rights described in this section are in addition to this and do not affect your statutory rights under applicable law.

13. Indemnity. Developer agrees to indemnify and hold Nothing, its affiliates, successors, and assigns, and their respective officers, directors, employees and agents harmless from all losses, damages and expenses (including attorneys’ fees) which result from any third-party claims related to Developer’s access, use or misuse of the Developer Package, or any act or omission by Developer in violation of this Agreement. For the avoidance of doubt, Nothing shall not be responsible for any defects when a Developer Unit has been subjected to abuse, misuse, negligence, accident, improper testing, improper installation, improper storage, improper handling, improper charging, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Nothing or its suppliers.

14. Governing Law and Dispute Resolution. The Parties shall endeavor to resolve any dispute which may arise through amicable means. This Agreement, including any questions regarding its interpretation, validity, or enforcement, shall be governed by English law. Unless local dispute resolution is mandatory, the courts of London shall have exclusive jurisdiction. In no event may this agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods.

15. Personal Data. In order to solicit feedback on the Developer Package and provide you with your Developer Program membership benefits, Nothing may process your personal information. Such personal information may include, without limitation, your name, shipping address, Developer Unit IMEI, email address,fandro phone number, and other information necessary to manage the Developer Program. All personal data will be managed in accordance with Nothing’s Privacy Policy and not retained for longer than necessary to manage the Developer Program. In accordance with the California Consumer Privacy Act, nothing will not sell your personal data. 

16. Compliance with Laws; Legal Advice. Each party shall at all times comply with all applicable laws and regulations, including United States’ export control laws applicable to the Developer Package. Nothing will not provide the Developer with any legal advice regarding compliance with relevant laws, rules, or regulations in the jurisdictions in which the Developer uses the Developer Unit. The Developer shall not directly or indirectly export or re-export the Developer Unit, the software, or any other goods or services related to this Agreement in contravention of applicable sanctions or export control laws or regulations.

17. Relationship between the Parties. Notwithstanding anything to the contrary contained in this Agreement, the relationship between the Parties shall be on a principal-to-principal basis and nothing in this Agreement will be construed as creating an agency, partnership, joint venture, association of persons or employment relationship between the Parties. The Parties shall not have any right to obligate or bind one another in any manner whatsoever, other than as expressly stipulated in this Agreement. Nothing contained in this Agreement shall give any rights of any kind to any third parties, whatsoever.

18. Language. This Agreement is drafted in the English language. If this Agreement is translated into any other language, the English language text shall prevail. 

19. Modification. This Agreement may only be altered, amended, or modified in a writing signed by authorized representatives of both Parties.

20. Notices. All notices to be provided by Nothing to Developer under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service to the contact mailing address provided by Developer on any form; or (b) electronic mail to the email address provided by Developer. Developers must give notice to Nothing in writing by Courier to the following address: Nothing Technology Limited, Attn: Legal Dept; 80 Cheapside, London EC2V 6EE United Kingdom. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a courier as permitted above. 

21. Assignment. The Developer may not assign this Agreement without the prior written consent of Nothing. Subject to the foregoing, the Agreement shall be binding upon the parties and their respective administrators, successors, and assigns.

22. Severability. Each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law and any invalid, illegal, void, or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid, illegal or unenforceable term or provision.

23. Entire Agreement. This Agreement, together with the documents, attachments, and exhibits referred to in it (including the Purchase Orders), sets out the entire agreement between the Parties, and replaces and extinguishes any previous or contemporaneous agreement, understanding, arrangement, or inducement, written or oral, express, or implied, between them in relation to the subject matter of this Agreement and those documents, attachments, and exhibits.

24. Counterparts. This Agreement may be signed in two (2) or more identical counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

25. Force and Effect. This Agreement shall not be binding until fully executed by both Parties.  Upon execution by the Parties, this Agreement shall be binding on the Parties and takes full force and effect as of the Agreement Effective Date, regardless of any other dates appearing in the signature block.

26. Waivers. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict any further exercise of that right or remedy.