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Terms and conditions

These are our terms & conditions as of February 20th 2022

1. Acceptance of this agreement

By accessing or using the I Am Sophie website, services, or acquiring, owning, or transacting I Am Sophie NFTs (defined below), you agree to be bound by the terms and conditions of this agreement.

2. You and I Am Sophie

2.1   I Am Sophie.

I Am Sophie is a project of Nothing Much NFT Inc., a Texas Corporation. Nothing Much NFT Inc. will be referred to in this agreement as Nothing Much NFT, We, Our, or Us.

2.2  I Am Sophie NFTs.

I Am Sophie is a collection of unique digital artwork non-fungible tokens on the Ethereum blockchain which are bought, sold, traded, and exchanged through smart contracts (“I Am Sophie NFTs”). The designs featured on I Am Sophie NFTs are based on the Digital Human “Sophie” created by Uneeq, Inc. Nothing Much NFT and the Uneeq have collaborated to develop the I Am Sophie NFTs. A maximum of 5,555 I Am Sophie NFTs will be created and Nothing Much NFT will release them to the public for purchase or distribute them at our discretion.

2.3  Applicability.

These terms and conditions apply to your use of the I Am Sophie website, services, and I Am Sophie NFTs.

2.4  Changes to this Agreement.

Nothing Much NFT may make changes to this Agreement from time to time. When Nothing Much NFT makes such changes, we will make the updated Agreement available on this website and update the “Last Updated” date at the beginning of the Agreement accordingly. Please check this page periodically for changes. Any changes to this Agreement will apply on the date that they are made and, by way of example, your continued access to or use of the I Am Sophie NFT after the Agreement has been updated will constitute your binding acceptance of the updates.

3. Ownership and License

3.1   What do you get when you own an I Am Sophie NFT?

When you own an I Am Sophie NFT you own a non-fungible token that you may keep possession of or sell, trade, give away, or otherwise dispose of at your discretion. Ownership of I Am Sophie NFTs may include access to various benefits and experiences such as certain opportunities in the I Am Sophie community or other services developed by Nothing Much NFT. Information about these ownership benefits can be found on the I Am Sophie website and on our social media. While owning an I Am Sophie NFT you also have the right to use the accompanying artwork (“I Am Sophie Artwork”) associated with your I Am Sophie NFT in accordance with the license terms in Section 3.2 below.

3.2  What CAN you do with the I Am Sophie Artwork?

For any I Am Sophie NFTs you own, Nothing Much NFT grants to you a non-exclusive worldwide limited license to use and display the I Am Sophie Artwork associated with the I Am Sophie NFT you own, for personal use such as cover photos, profile photos, in social media, on your personal website or blog, and on marketplaces for transacting I Am Sophie NFTs. This license applies for the duration that you own the I Am Sophie NFT. You understand and accept that Nothing Much NFT also has similar license rights to use and display the I Am Sophie Artwork on the I Am Sophie website, social media platforms and and other places Nothing Much NFT deems necessary for promotional purposes both now and in the future. When you sell, trade, or dispose of your I Am Sophie NFT the license transfers from you to the new owner and your rights under this license automatically end.

3.3  What CAN’T you do with the I Am Sophie Artwork?

Your use of the I Am Sophie Artwork associated with an I Am Sophie NFT you own is limited to the personal use detailed above. You are prohibited from doing any of the following with the I Am Sophie Artwork: (i) modifying it or creating derivative works from it; (ii) using it for any commercial purposes for yourself or any third-parties (except for selling/trading the I Am Sophie NFT itself); (iii) using it for malicious purposes such as disparagement, libel, or slander; or (iv) claiming ownership or attempting to acquire or register any intellectual property rights in it. Nothing Much NFT and/or our partners exclusively own all intellectual property rights, title, and interest in the I Am Sophie Artwork as well as the I Am Sophie name, Art By Sophie name, brand, trademarks, servicemarks, and logo.

4. Transactions

4.1  Transactions are through the Ethereum network.

I Am Sophie NFT transactions will be conducted through smart contracts on the Ethereum network. The I Am Sophie website and other third party marketplaces will serve as platforms for such transactions. You understand and accept that we have no control over the Ethereum network nor do we have the ability to reverse, modify, or undo any transactions. We also have no control over any third party marketplaces, websites, services, including their functionality, availability, or the transactions that take place on such platforms. You are solely responsible for all your transactions and acknowledge and accept the risks associated with blockchains and smart contracts which may include but are not limited to the following: the smart contract not functioning as you anticipated, processing delays and errors, security risks, protocol changes, and upgrades to the Ethereum platform (aka forks) which can significantly and adversely impact smart contracts including NFTs.

4.2  Sales, royalties, and gas fees.

Nothing Much NFT will keep the proceeds from the initial sale or transfer of the I Am Sophie NFTs. Subsequent sales of each I Am Sophie NFT will be subject to a 10% royalty which will be paid to Nothing Much NFT. In other words, for each secondary market transaction the I Am Sophie NFT seller will receive 90% of the sale proceeds (less any secondary market transaction fees) and Nothing Much NFT will receive their portion of the 10% royalty. Nothing Much NFT can use the proceeds from royalties and initial sales however we see fit, however Nothing Much NFT has pledged at least 10% of the proceeds from I Am Sophie NFTs to the causes listed on the I Am Sophie website.

Each transaction on the Ethereum blockchain, including those for I Am Sophie NFTs, requires payment of processing fees commonly known as gas fees. You are responsible for being aware of and paying all gas fees and you understand Nothing Much NFT has no control over gas fees.

4.3  NFTs are speculative and risky.

NFTs are new, speculative, experimental, and the value and popularity of NFTs in the future is unknown. Risks of transacting, owning, or using I Am Sophie NFTs can include substantial price volatility, market changes, regulatory and legal changes, technological and service changes or failures, the potential for a total loss of value, and other risks. There are also risks of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the I Am Sophie NFTs. You acknowledge that you accept these risks and understand that Nothing Much NFT doesn’t guarantee that I Am Sophie NFTs won’t decline in value or be impacted by other unforeseen circumstances. NFTs especially I Am Sophie NFTs should not be used as an investment of any sort.

4.4  Your cryptocurrency wallet.

You are solely responsible for linking, maintaining, and securing your cryptocurrency wallet associated with our website, services, and I Am Sophie NFT transactions. Nothing Much NFT is not responsible for lost, stolen, hacked, or corrupted cryptocurrency wallets or for any errors that you experience using your wallet.

4.5  Taxes and withholdings.

You are solely responsible for reporting and payment of any and all taxes and withholdings associated with your I Am Sophie NFT transactions or other interactions with our services whether pursuant to any national, federal, state, local tax, or other law now in force or later enacted. Nothing Much NFT is not responsible for determining or reporting taxes that might apply in your jurisdiction. At our request you agree to provide us with a correctly completed IRS form W-9, W-8, or other required tax forms so that we may meet our tax reporting obligations.

4.6  Transactions with third parties.

You are solely responsible for any transaction between you and a third party (for example, use of the Ethereum platform or buying or selling an I Am Sophie NFT on the secondary market), and Nothing Much NFT shall have no liability in connection with any such transaction.

4.7  Cooperation.

You agree to cooperate fully with any and all investigations by Nothing Much NFT and/or related governmental agencies, including but not limited to those in the United States.

5. Termination

We reserve the right to terminate this agreement and suspend or terminate your access to our website and services as far as technically feasible without notice and without liability to you in the event that you violate the terms and conditions of this agreement.

6. Disclaimers and Limitation of Liability

All I Am Sophie NFTs are provided “as is” and “as available” without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Nothing Much NFT disclaims all warranties, express or implied, for the I Am Sophie NFTs and Art By Sophie including, but not limited to, implied warranties of merchantability, non-infringement, and fitness for a particular purpose. To the fullest extent permissible by applicable law, in no event shall Nothing Much NFT be liable to you or any third party for any personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, work stoppage, computer and/or device or technology failure or malfunction, or for any form of direct or indirect damages, and/or any special, incidental, consequential, exemplary or punitive damages based on any causes of action whatsoever related to any I Am Sophie NFT or the Art By Sophie. You agree that this limitation of liability applies whether such allegations are for breach of contract, tortious behavior, negligence, or fall under any other cause of action, regardless of the basis upon which liability is claimed and even if a disclaiming party has been advised of the possibility of such loss or damage, and in any event, to the maximum extent permitted by applicable law, Nothing Much NFT’ total aggregate liability shall not exceed twenty-five percent (25%) of the total sum paid directly by you to Nothing Much NFT or $500 whichever is less. You accept the inherent security risks of providing information and dealing online over the internet and agree that we have no liability or responsibility for any breach of security. If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the extent permitted by applicable law.

7. Indemnity

You will defend, indemnify, and hold Nothing Much NFT, including each of their respective affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders, harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your license, sale or possession of the I Am Sophie NFT or use of the Art By Sophie, including: (1) Your breach of this Agreement; (2) Your violation of any law or the rights of a third party; (3) any of your negligent, grossly negligent or willful actions or inactions. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

8. Privacy

Privacy is relative on the blockchain. We cannot keep all information private as the Ethereum ledger is publicly available. We will keep all of your information as private as we reasonably can under the circumstances and in accordance with our Privacy Policy.

9. Governing Law

This agreement will be construed in accordance with and governed by the laws of the State of Texas, without regard to its conflict of laws rules. You agree that Austin, Texas shall be the exclusive venue for any action brought by any party in any way related to this agreement.

10. Severability

Invalidity or unenforceability of one or more provisions of this agreement shall not affect any other provision of this agreement. If possible, any unenforceable provision within this agreement will be modified to reflect the original intention.

11. Entire Agreement

This agreement is the entire agreement of you and Nothing Much NFT and supersedes all prior agreements as to the use of the website, services, I Am Sophie NFTs, and the Art By Sophie.

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