Please read the following Terms and Conditions for the Reservation and the acquisition of the METAREX NFTs (hereinafter, the “T&C”) before deciding whether to make a reservation of said METAREX NFTs.

The purpose of these T&C is to establish the legal and contractual framework between T-REX HOLDING, LTD. a limited liability company incorporated in England and Wales with registration number 13725328, and corporate address in 1st Floor, 85 Great Portland Street, London, 1W 7LT.(hereinafter, “METAREX”) that will regulate the reservation and, where appropriate, the acquisition of the METAREX NFTs as well as its associated rights and obligations. Therefore, these T&C will only apply to you if you decide to make a reservation and, where appropriate, acquire one or more of the METAREX NFTs through the Platform.

By accepting these T&C, you acknowledge that they shall constitute a binding contract under the terms set out below. By accepting these T&C, you also acknowledge (i) that you are at least 18 years old, (ii) that you have the necessary legal capacity and/or powers and representation to legally bind the represented company or employer, if applicable, (iii) that you have read and understood these T&C and agree to their contents and terms and (iv) that you shall at all times comply with all the contents of these T&C and not abuse the Platform and its contents, misrepresent your identity to METAREX or use artificial intelligence to complete, in full or in part, any task that requires human intelligence.

If you do not have the powers and capacity of representation described above, or if you do not agree with any of the terms herein, you should not accept these T&C.

In the event of any inconsistencies between what is established in the Whitepaper and these T&C, the latter shall prevail over any contradictions.

Additionally, we reserve the right to modify the presentation, settings and content, as well as the terms herein established. They shall be in effect from the time of their publication until their full or partial modification. From then on, the modified T&Cs will come into force. In this sense, on occasions, particularly when necessary for technical reasons or business continuity, METAREX may make changes to these T&C. Nevertheless, we will notify you of any relevant changes that affect these T&C, prior to their entry into force.

1. DEFINITIONS

For the purposes of these T&C, the capitalized terms displayed below will have the following meanings:

  1. METAREX NFT: the METAREX NFT is a digital representation of an identifiable and tangible real-life asset. Namely, each METAREX NFT will be linked to a real T-REX fossil through a certificate of authenticity and, provided that the Soft-Cap is reached and consequently they are minted by the Users, where appropriate, they shall be the owners of said NFT, as set forth in section 10 of these T&C.
  2. METAREX Platform or Platform: The Platform refers to the website created specifically for the commercialization and use of METAREX NFTs, and it includes the possibility to make a reservation and, where appropriate, the acquisition on the METAREX NFTs. The URL of the METAREX Platform is https://nft.metarex.io/.
  3. User/ Users: Refers to those individuals that use the Platform and/or make a reservation and, where appropriate, the acquisition of any given METAREX NFT.
  4. NFTs: NFT stands for non-fungible token, which is essentially a “token” or a piece of digital information that can be stored on a blockchain.
  5. Pre-sale: The Pre-sale is a phase starting on December 8TH, 2021 during which Users are able to register their interest in buying one or more METAREX Products with discounts.
  6. Merkle Airdrop Contract: It is a smart contract where METAREX specifies which Users are allowed to mint the NFTs they reserved their spot for. The transaction and/or minting fee is paid by the User.
  7. Soft-Cap: the soft-cap means the fundraising amount necessary in order to carry out the initial objectives set out in the Whitepaper’s “Fundraise” section, which shall have to be no less than 38 million euros, representing all required costs which include, but are not limited to transportation, insurance, protection, custody and museum related costs.
  8. T-REX: This term is used to refer to the dinosaur species named Tyrannosaurus rex. It does not refer to any specific T-REX fossil.

2. ELECTRONIC CONTRACTING

In accordance with applicable regulations, contracts concluded electronically shall produce all the effects provided by law, when the consent and other requirements necessary for their validity are met.

In any case, the electronic support in which these T&C are contained, concluded by electronic means, will be admissible as documentary evidence in case of dispute between the parties.

To these effects, it will be understood that the following of all the phases of the purchase process and, in its case, the payment of the corresponding economic amount, necessarily imply the provision of the consent required for the contracting.

In the same way, it is made available to you, before the start of the order procedure, all information relating to it, which will only apply if you decide to proceed with the contracting with METAREX.

3. ACCOUNT REGISTRATION

In order to make a reservation and, where appropriate, the acquisition of any given METAREX NFT, you shall need to register an account within the METAREX Platform. In this sense, you hereby agree to:

  • Provide accurate, complete and updated information about yourself regarding the required account information;
  • Undergo the required identity verification process by means of the information provided;
  • Keep any and all account information up to date during your use of the METAREX Platform;
  • Make all responsible and diligent use of the account information in order to maintain the security of it, as well as your password and accept all risks of unauthorized access to your account and the information you provide to us. In this regard, you shall be solely responsible and liable for supervising, maintaining and making sure that the account’s security, password and any other authentication keys thereof associated are properly secured and held, and are solely liable for any misuse or action taken through use of that information on the METAREX Platform;
  • Immediately notify METAREX upon discovery or suspicion of any security breaches that the METAREX Platform or your account may be affected by. METAREX may block multiple accounts of the same user.

Moreover, you agree not to:

  • Buy, sell, rent or lease access to your Account or username unless you have gathered METAREX’s prior written authorization beforehand;
  • Share your account password with anyone;
  • Log in or try to log in to access the METAREX Platform through any and all unauthorized third party applications, clients or any other medium which could enable said possibility without it being authorized by METAREX.

Apart from the above, and at the request of a competent authority or due to applicable legislation (including anti-money laundering and counteracting the financing of terrorism current or future provisions), METAREX may require you to provide additional information and/or documentation. In this sense, METAREX may also require additional information and/or documentation if it has any suspicions or reasons to believe that:

  • Your account is being used for money laundering or any other activity that may be considered illegal by current or future legal provisions;
  • You have concealed or stated false identification information and associated details; or
  • Any transactions made through your account have been executed through a breach of the contents of the present T&C.

If any of the above circumstances were to arise, METAREX may, at its sole discretion, indefinitely suspend or cancel any one of your transactions until the corresponding requested information and/or documentation is provided by you to METAREX and the latter has reviewed it and accepted it as to be compliant with applicable regulations. In case the information and/or documentation was not accurate, complete, up to date or true, METAREX shall be entitled to deny you access to its Platform.

Upon account creation and registration, you consent to receive electronic communications by METAREX (whether to the email account designated by you or via the Platform). Such communications may include notifications relative to your account (for instance, password modifications or other transactional information) and are part of your relationship with us. By accepting these T&C, you agree that all communications, notices, agreements, disclosures or other sorts of information that we may send to you by electronic means will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

Lastly, you agree that METAREX shall be able to send you promotional communications through email, such as newsletters, special offers, promotions, questionnaires, or any other information METAREX might believe could be interest to you. Notwithstanding, you shall be entitled, at any given moment, to opt out from receiving these sorts of promotional communications by email by following the unsubscribe instructions therein.

4. USERS CODE OF CONDUCT

By accepting these T&C, you agree that you shall not breach or contravene any applicable legislation, contract, intellectual property, or third-party rights of any kind, and that you shall be solely liable for your conduct when accessing or using the METAREX Platform.

Consequently, you agree that you shall comply with, including but not limited to, the following:

  • Use the METAREX Platform in any way which could negatively impact the peaceful and uninterrupted enjoyment of the METAREX Platform for other Users, or which could damage or hinder its functionalities.
  • Use the METAREX NFTs in any way contrary to what has been expressly granted;
  • Reverse engineer any components of the METAREX Platform or execute any actions that could reveal its source code or circumvent any measures implemented to prevent or restrict access to it in whole or in part;
  • Try to bypass any content-filtering techniques used by METAREX, or attempt to access any area or functionality of the METAREX Platform that you are not allowed to enter into;
  • Post any hateful, discriminatory, racist, obscene content, or any other which may contravene good faith and public order and moral;
  • Provide to METAREX false information, or information that may be in any way misleading;
  • Use or in any way exploit data collect via the METAREX Platform to contact individuals, companies as well as any third parties therein or to send them any sort of marketing communications which include but are not limited to email marketing, SMS Marketing and direct marketing;
  • Attempt to access a third-party user account without the express and written prior authorization of said User and METAREX;
  • In general, use the Platform for any illegal or unauthorized objective, or to mediate, promote or be indirectly involved in said actions;
  • Use any sort of software such as robots, spiders, crawlers, bugs, viruses, pixels, and/or scripts that have not been authorized by METAREX to access the Platform, to extract data or interfere in any way with the Platform’s contents and functionalities;
  • Distribute viruses or any other harmful and dangerous technologies or software that may harm METAREX or the interests or property of users;
  • Manipulate any aspect of the METAREX Platform, including the price of the METAREX NFT in a sale or auction, or interfere with another User’s sale, purchase, exchange, listing, etc. This shall also include the prohibition to manipulate or to deceive others when interacting with the METAREX Platform, through any medium such as direct communication or through false, misleading, defamatory coercive or deceptive posts;
  • Bypass, circumvent or directly ignore any instructions or requisites that control automated accesses in the METAREX Platform;
  • To enable or directly engage in spamming activities or unsolicited communications, chain letters or pyramid schemes;

If METAREX becomes aware that you are incurring in any of the above prohibitions, METAREX may unilaterally and at its sole discretion, without prior notice or liability to you, and irrespective of any other rights and remedies in law, immediately suspend or terminate your user account, which may include the elimination or erasure of your contents and information from the METAREX Platform. The aforementioned will not affect the ownership rights over any previously owned NFTs, but you shall not be entitled to any sort of refund for the amounts paid for said NFTs.

5. METAREX PRODUCT RESERVATION AND, WHERE APPROPRIATE, THE ACQUISITION

During the Pre-sale, starting on December 8th, 2021, Users are able to register their interest in buying one or more METAREX NFTs with discounts.

During this phase, Users will not be to purchase an actual METAREX NFT, but shall be making a reservation in the Merkle Airdrop Contract, which will allow them to later claim and mint their own reserved METAREX NFT provided that the Soft-Cap is reached. In this sense, if the Soft-Cap is not reached, the amounts advanced by the User to make the reservation will be returned to the wallet from which the payment was made.

In order to make a reservation on a METAREX Product, you must have successfully registered in the Platform and successfully passed the identity verification process, following the steps indicated before.

In addition, the User acknowledges that the images presented on the METAREX Platform during the Pre-sale phase do not represent the real bones of a T-REX. The images are mere representations of any T-REX bones.

5.1 PURPOSE OF THE RESERVATION

The purpose of the reservation is to secure and have preferential access to minting and owning one or more METAREX NFTs, provided that the Soft-Cap is reached.

An NFT, as stated earlier, is a non-fungible token, which is essentially a “token” or a piece of digital information that can be stored on a blockchain. The METAREX NFT, on its side, is a digital representation of an identifiable and tangible real-life asset. Namely, each METAREX NFT will be linked to a real T-REX fossil through a certificate of authenticity and, provided that the Soft-Cap is reached and consequently they are minted by the Users, where appropriate, they shall be the owners of said NFT, as set forth in section 10 of these T&C. For the avoidance of doubt, and as also stated earlier, if the Soft-Cap is not reached, the amounts advanced by the User to make the reservation will be returned to the wallet from which the payment was made.

5.2 PRICING

All the prices of the METAREX Products shall be displayed along with the rest of the description of the METAREX Products.

All the prices shown at the end of the order process are final prices, which include all those extras or discounts that are applicable, expenses charged and taxes, payment methods, etc. In any case, all these amounts will be shown to the User in detail during the order process.

5.3 PAYMENT METHODS

The User shall be able to purchase the METAREX Products as per the methods shown during the purchase process.

The steps to follow and the available payment methods will be explained during the order process.

6. INHERENT RISKS AND RISK ASSUMPTION

You accept and acknowledge each of the following:

  • The value of collectible blockchain assets is unavoidably volatile and have no inherent or intrinsic value as such. The aforementioned volatility may materially and negatively affect the value of NFTs, and also, taking into account that the value of blockchain collectibles is subjective, we cannot guarantee to any holders of the METAREX NFT that said NFT will retain its original value.
  • You are solely responsible for determining what, if any, taxes apply to your transactions. METAREX is not responsible for determining the taxes that apply to your transactions on the Platform.
  • There are risks relative to the use of Internet-based currency and analogous currencies such as cryptocurrencies, including, but not limited to, the risk of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be liable for any communication failures, disruptions, errors, distortions or delays you may experience when using the METAREX Platform, however they may have arisen.
  • A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the METAREX Platform and/or METAREX NFTs, and therefore the potential utility or value of them.
    • The legal framework that governs blockchain technologies, cryptocurrencies, and tokens is yet to be defined, and this situation may lead to new regulations or policies materially adversely affecting the development of the METAREX Platform and/or METAREX NFTs, and therefore the potential utility or value of them.

7. INDEMNIFICATION

The user expressly and unequivocally accepts that they will exempt METAREX from any type of responsibility derived from claims, sanctions, losses, damages, liabilities, expenses (including legal costs, lawyers’ fees, both in litigation and prior to the same), present and/or future, known and/or unknown, derived from individual or collective actions, including material and/or personal damage derived from misuse of the platform, breach of current legislation and/or of these terms and conditions, as well as the violation of the rights of any third party.

If the user becomes aware of any type of claim by any third party and the same is directly or indirectly related to METAREX and/or the Platform, the user undertakes to inform METAREX of said claims immediately, so that METAREX may evaluate the matter and may determine whether or not it considers it should act on the same. In the event that it decides to act, METAREX shall assume the full legal defense of any matter directly or indirectly related to the Platform and its activity.

8. CUSTOMER SERVICE AND CONTACT

For any queries regarding your METAREX Products, you may contact us at:

9. LIABILITY

Both METAREX and you undertake to comply with your legal and contractual obligations under these T&C. You acknowledge that METAREX will not be liable in case of unavailability of the METAREX NFT or impossibility of delivery when this is due to force majeure, theft or loss, error in the order, data provided by the User or not reaching the Soft-Cap. However, in such cases, METAREX will contact the User to find the best solution to the case.

In all of the aforementioned cases, beyond the control and due diligence of METAREX, it will not be liable to compensate the User for loss of profits, damages or losses.

Notwithstanding the foregoing, any damages stemming from your access or use of the METAREX Platform, whether in contract, tort, strict liability, or any other legal theory shall be limited to the greater of the amounts effectively paid to METAREX in the two (2) months prior from the date in which the claim arose.

You hereby agree that METAREX has made its Platform available and entered into these T&C relying upon the representations, warranties, disclaimers and limitations of liability herein described, and that they are reasonable for the contractual scope at hand.

10. OWNERSHIP AND ASSOCIATED PROPERTY RIGHTS

By participating in the Pre-Sale, the user expressly acknowledges and accepts that he/she is not acquiring ownership of any NFT, but only and exclusively the acquisition rights to such NFT in case the Soft-Cap is reached. It is important to take note that during the pre-sale, users will not be minting their NFTs, but reserving a spot in the Merkle airdrop contract, which will allow them to claim and mint their own reserved NFT provided that the Soft-Cap is reached.

As stated above, if the Soft-Cap is reached after the end of the Pre-Sale, ME