CMF Phone 2 Pro

Nothing US Beta Agreement

This Nothing US Beta Agreement (“Agreement”) is by and between Wagmi America Corp., a company incorporated in the US (along with our affiliates and agents, “Nothing”; “we”; “us”; or “our,” as the case may be) and each participant in the beta test program (“Beta Tester”; “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 US Beta Program (“Beta 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. Beta Tester is being granted rights under this Agreement for the purpose of testing and providing input and other feedback to Nothing regarding the Nothing 2a/2a Plus/3a/3a Pro/CMF Phone 1/CMF Phone 2 Pro devices (herein, “Test Device(s)”), the Nothing beta version of Android, the mobile applications running on the hardware and software, and other hardware or software made available by Nothing in connection with the Beta Program (collectively, the “Beta Package”). The Beta Tester acknowledges and agrees that the Beta Package is being provided for testing purposes only, is not a final, finished product, and that the Test Device may lack some functionality on U.S. mobile networks and/or relevant certifications. The purpose of the Beta Program is to solicit feedback from participants in order to enable Nothing to refine and improve its future product offerings for U.S. users.

2. Test Device. 

1. Device Details. As part of the Beta Program, the Beta Tester will receive a Test Device. The Test Device will be a Nothing mobile device running the latest version of Android. 

2. Shipping. The Test Device will be shipped by Nothing’s delivery partner to the shipping address you provide when registering for the Beta Program at your cost. Nothing will not deliver the Test Device unless someone is present to accept and sign for the package. Beta Tester acknowledges and agrees that Test Device will be shipped from the United States. Shipping times may vary based on location and shipping methods chosen. Nothing shall not be liable for delays caused by factors outside of its control, including any force majeure events or customs clearance delays. 

3. Shipping Regions. Test Devices for U.S. customers may only be shipped to addresses within continental United States, Alaska, and Hawaii. We are unable to ship to other U.S. territories or regions. In the event that we are unable to ship your Test Device, Nothing reserves the right to cancel your order.

3. Payment; Fees. 

1. Fee. In order to participate in the Beta Program, you will be charged a Beta Program fee (“ Fee”) as outlined below:

• Nothing Phone (3a): $379 (available in black or white, with 12GB RAM and 256GB storage)

• Nothing Phone (3a) Pro: $459 (available in black or grey, with 12GB RAM and 256GB storage)

• CMF Phone 2 Pro: $279 (available in black, white, or orange, with 8GB RAM and 256GB storage)

2. Transaction Charges. If you are paying for the Fee 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, including, but not limited to, foreign transaction fees, currency conversion charges, or cross-border payment surcharges. which may increase your overall cost. You should contact your bank or card issuer for further information. 

3. Taxes. All applicable taxes, levies, and charges vary by jurisdiction and are the sole responsibility of the Test User. You are responsible for the timely reporting and payment of any taxes, tariffs, or other governmental fees associated with this Program.

4. Full Payment Required. Payment of Fee in full will be necessary for participation in the Beta Program. Nothing reserves the right to charge additional fees for any renewal or extension of the Beta Program.

5. Refunds. In the event that you initiate a qualifying return under Section 11, you may be issued a refund by Nothing. The amount will be refunded to your original form of payment.

4. Limited Use Rights. The Beta Package is solely made available for testing purposes. Beta Tester may not at any time, directly or indirectly, and shall not permit any third party to: (i) copy, modify, or create derivative works of, any portion of the Beta Package, in whole or in part; (ii) rent, lease, lend, sell, distribute, or resell any portion of the Beta Package, (iii) reverse engineer or otherwise attempt to derive or use any portion of the Beta Package as the basis for developing similar products or applications or (iv) 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 Beta Package.

5. Feedback. Upon Nothing’s reasonable request, Beta Tester agrees to provide suggestions, improved feature requests, and recommendations regarding the Beta Package (collectively, “Feedback”). Feedback shall include informing Nothing about Beta Tester’s reasonable opinions related to the design, performance, ease of use, functionality, features, bugs, and problems encountered during the use and testing of the Beta Package. Nothing may contact Beta Tester and Beta Tester agrees to make available a reasonable amount of time to discuss the Beta Package upon Nothing’s request. Nothing reserves the right to incorporate Beta Testers’ Feedback into its final finished product and/or future products. 

6. Intellectual Property.  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 Beta Package. Beta Tester acknowledges that this Agreement does not transfer any right, title, or interest in any Intellectual Property Rights to Beta Tester, and the limited rights granted to Beta Tester to access and use the Beta Package under this Agreement do not convey any additional rights in the Beta Package, or in or to any associated Intellectual Property Rights. Subject only to the limited rights to access and use the Beta Package as expressly provided herein, all rights, title, and interest in and to the Beta Package and all hardware, software and other components of or used to provide the Beta Package, including all related Intellectual Property Rights, will remain with and belong exclusively to Nothing and/or its licensors. Beta Tester acknowledges and agrees that Nothing is the sole and exclusive owner of all right, title, and interest in the Intellectual Property Rights in Feedback incorporated into its final finished product and/or future products, or any other work developed, written, made, conceived or reduced to practice in the course of or arising out of the Beta Tester’s participation in the Beta Program.      

7. Beta Program Term. This Agreement shall commence on the date your Fee is paid in full, and shall remain in effect until terminated by Nothing with prior written notice. Any renewal of the Beta Program shall be at Nothing’s sole discretion. Nothing reserves the right to request Feedback from Beta Tester after the expiration or termination of this  Agreement.  Sections 7, 8, 9, 10(h), 12, 13 and 16 hereof shall survive the expiration or termination of this Agreement.

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

9. Confidential Information. Beta Tester acknowledges and agrees that participation in the Beta Program under this Agreement will result in Nothing disclosing certain confidential, proprietary and/or trade secret information related to the Beta Package, the Test Device, Nothing’s products and/or Nothing’s organization (the “Confidential Information”). Such Confidential Information includes, without limitation, the features, functionality, and existence of the Beta 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 Beta Tester. Beta Tester agrees that it will not, at any time during the term of this Agreement or thereafter, directly or indirectly transmit or disclose, without express prior written consent of Nothing, any Confidential Information or any part thereof to any third party or use the Confidential Information for its own benefit or for the benefit of 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 Beta Tester; (b) is rightfully received by Beta Tester 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 Beta Tester without any reliance on any Confidential Information. At the termination of this Agreement or at any time by request of Nothing, Beta Tester will return all Confidential Information in its possession to Nothing. Beta Tester further agrees that it will not duplicate, translate, modify, copy, print, disassemble, decompile or otherwise tamper with the Beta Package or any Confidential Information.

10. Warranties

1. Limited Warranty. Depending on the local laws of your jurisdiction, the Test Device in the Beta Package are eligible for a 14-day return or exchange (“Limited Warranty”), which begins from the date of your delivery.

2. Quality Defects. The Limited Warranty covers the hardware components of Test Device as originally supplied and defects caused by workmanship or build materials. The Limited Warranty does not cover any defects in a Test Device which 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.

3. Original country. The Limited Warranty is only redeemable within your original country or region of purchase. 

4. Warranty Claims. To request a return or exchange, please provide your original proof of purchase to Nothing Customer Service as set out in the Contact Support section of our website https://us.nothing.tech.

5. Replacement. Beta Program does not support repair services. If a defect occurs within 14 days, the Test Device will be replaced rather than repaired, subject to verification. Nothing will inspect any returned Test Devices for customer-induced damage (CID) and will not offer replacement Test Devices and will require Beta Tester to pay the cost of shipping and handling in cases in which CID is found.

6. Warranty Periods.  As the Beta Package is pre-release and not for sale, a standard warranty period will not apply. However, Nothing may replace faulty Test Devices in order for Beta Testers to participate in the Beta Program. Please contact Nothing Customer Service regarding questions.

7. Disclaimer of Warranties. EXCEPT AS MAY BE PROVIDED FOR IN THIS SECTION 10 OR UNDER APPLICABLE LAW, THE BETA PACKAGE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. NOTHING MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE TEST DEVICE OR ANY SOFTWARE ASSOCIATED THEREWITH, INCLUDING ANY REPRESENTATION REGARDING THE PERFORMANCE THEREOF. 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 BETA PACKAGE. FOR THE AVOIDANCE OF DOUBT, UNLESS OTHERWISE NOTED, ALL BETA PACKAGE SOFTWARE IS PRELEASE, EXPECTED TO CONTAIN DEFECTS WHICH MAY BE MATERIAL, AND NOT EXPECTED TO OPERATE AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OFFERING. THE TEST DEVICE MAY NOT BE COMPATIBLE WITH LOCAL NETWORKS. ACCESS TO AND USE OF THE BETA PACKAGE IS ENTIRELY AT BETA TESTER’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 TEST DEVICE, 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 BETA PRODUCT.

11. Returns.

When you can exercise your rights. Please see our US Beta Program – Return & Exchange Policy. You may be able to cancel your contract, return the Test Device or request a replacement Test Device in the following circumstances:

1. Faulty Test Device or incorrect description. A faulty Test Device may be returned or replaced if it fails to meet minimal quality standards for reasons other than customer-induced damage (CID). Please refer to Section 10, above, regarding our policy on warranty returns.

2. Our actions or proposed actions. You can return a Test Device to us or cancel your contract with us for any of the reasons set out below:

1. 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

2. you have a legal right to end the contract because of a breach of this Agreement by Nothing. 

3. Changing your mind. You have a right to return the Test Device within fourteen (14) days after the day you receive the Test Device. You can return your Test Device within this time period for any reason. The Test Device 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 damage to a Test Device that you have caused) from any refund of all or part of your Fee. You will also be required to pay the shipping costs of return of any Test Device. You can cancel your contract or return your Test Device by contacting us using the details set out in the Contact Support section of our website https://us.nothing.tech. Return of Test Devices must be initiated through Nothing Support; mailing without prior initiation not supported.

4. Statutory Rights. The rights described in this section are in addition to this and do not affect your statutory rights under applicable law.

12. Indemnity. Beta Tester 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 Beta Tester’s access, use or misuse of the Beta Package, or any act or omission by Beta Tester in breach of this Agreement. For the avoidance of doubt, Nothing shall not be responsible for any defects or consequences thereof when a Test Device has been subjected to customer-induced damage (CID) or any other 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 of Nothing or its suppliers’ instructions.

13. 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 under the local laws of your jurisdiction, the courts of London shall have exclusive jurisdiction of any dispute between the Parties or involving this Agreement or the subject matter hereof. In no event may this agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods.

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

15. 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 Beta Package. Nothing will not provide Beta Tester with any legal advice regarding compliance with relevant laws, rules, or regulations in the jurisdictions in which Beta Tester uses the Test Device. Beta Tester shall not directly or indirectly export or re-export the Test Device, the software, or any other goods or services related to this Agreement in contravention of applicable sanctions or export control laws or regulations. By placing an order, you represent and warrant that you are not subject to any sanctions or export control blacklists of relevant countries.

16. 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, consultancy 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.

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

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

19. Notices. All notices to be provided by Nothing to Beta Tester under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service to the contact mailing address provided by Beta Tester on any form; or (b) electronic mail to the email address provided by Beta Tester. Beta Tester must give notice to Nothing in writing by Courier to the following address: Nothing Technology Limited, Attn: Legal Dept.; Bedford House, 21A John Street, London WC1N 2BF, 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. 

20. Assignment. Beta Tester 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.

21. Severability. Each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 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.

22. Entire Agreement. This Agreement, together with any documents, attachments, and exhibits referred to in it, 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 (including any purchase order from Beta Tester) in relation to the subject matter of this Agreement and those documents, attachments, and exhibits.

23. Force and Effect. This Agreement shall be binding on the Parties and takes full force and effect as of the date that you place a Beta Program order.

24. 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.

US Beta Program – Return & Exchange Policy

Products purchased under the US Beta Program are eligible for return or exchange within 14 days from the date of delivery.

1. No Repair Service: The Beta Program currently does not support after-sales repair services. All defective Test Devices must be returned.

2. Damage Assessment: All returned products will be inspected. If the product is found to have signs of intentional or accidental physical damage, it will not be eligible for return or exchange.

3. Return Shipping Cost: For returns not due to product faults (e.g., change of mind), the return shipping cost will be borne by the customer.

4. Return/Exchange Process: All returns or exchanges must be initiated by contacting our Customer Support team. Self-mailing of Test Devices is not accepted.

5. No Compatibility Guaranteed: THE TEST DEVICES ARE OFFERED FOR BETA TESTING PURPOSES ONLY AND MAY NOT BE COMPATIBLE WITH YOUR NETWORK. The Test Devices are not compatible with all band frequencies. Please refer to our website FAQ’s regarding Test Device compatibility prior to making a purchase.  FAQ: US Beta Program - Nothing US