Warranty Agreement

BY DEALING IN OR OTHERWISE USING WARRANTIED NFT(S) (AS DEFINED BELOW) YOU CONFIRM THAT YOU ACCEPT THE TERMS OF THIS WARRANTY AGREEMENT (INCLUDING ALL ANNEXES) AND THAT YOU AGREE TO COMPLY WITH THIS WARRANTY AGREEMENT.

YOU ACCEPT THAT YOU HAVE READ THIS WARRANTY AGREEMENT CAREFULLY, AND, TO THE EXTENT ANYTHING IS UNCLEAR, HAVE CONTACTED MATTEREUM OR AN APPROPRIATE ADVISOR.

IF YOU DO NOT AGREE TO THE TERMS OF THIS WARRANTY AGREEMENT, YOU MUST NOT DEAL IN OR OTHERWISE USE WARRANTIED NFT(S). WE RECOMMEND THAT YOU SECURELY STORE A COPY OF THIS WARRANTY AGREEMENT FOR FUTURE REFERENCE.

  1. BACKGROUND

    1. MTRM Industries Limited (“Mattereum”) has arranged for the Certifier, whose details are set out in Annex 1 (the “Certifier”), to enter this Warranty Agreement with the holders of Mattereum NFTs referencing the Asset specified in Annex 2 (“you”, “your”) and Mattereum.
    2. The Certifier has examined the Asset itself and / or has examined sufficient data related to the Asset to render an informed assessment, and provides various warranties, as set out in Annex 3 (the “Warranties”), for your benefit as a holder of those Mattereum NFTs to which this Warranty Agreement relates (the “Warrantied NFT(s)”).
    3. This Warranty Agreement sets out your ability to make a claim against the Certifier in the event that a Warranty is incorrect.

  1. DEFINITIONS AND INTERPRETATION

    1. In this Warranty Agreement:
      1. the words and expressions defined in this Warranty Agreement have the meanings set out in the Mattereum Terms, as amended from time to time.
      2. references to the background section and clauses are to the background section and clauses of this Warranty Agreement.
      3. The words “includes”, “including” or “for example” are deemed to have the words “without limitation” following them.
      4. unless the context otherwise requires, references to any agreement, terms or document are to such agreement, terms or document as varied, assigned or novated from time to time.

  2. CERTIFIER OBLIGATIONS

    1. The Certifier:
      1. confirms that the Warranties, as set out in Annex 3, are true and accurate as of the Certification Date and to the Certification Standard as set out in Annex 4; and
      2. if one or more Warranties are not true and accurate in accordance with section 2.1.1, accepts liability as a consequence up to the Maximum Liability.

  3. WHEN YOU CAN CLAIM

    1. You may only claim against the Certifier:
      1. for a breach of one or more of the Warranties.
      2. for an amount up to but not exceeding the Maximum Liability.
      3. in relation to Warrantied NFT(s) you own.
      4. where the Certifier has accepted responsibility for making the Warranties in relation to you (on which see also clause 3.2 below).
      5. if you have paid all relevant fees owed in relation to your Warrantied NFT(s), as set out in the relevant Asset Passport(s). This includes ensuring that the Warranty Price is paid in accordance with clause 5.
      6. if your claim is made before the Certification Expiry Date set out in Annex 4.
    2. If you pass the Asset to another person (whether by way of sale, gift or otherwise), the Certifier reserves the right not to issue Warranties to that person, in which case there will be no Certifier Fee (as explained at clause 5.1) payable by that person.

  4. HOW TO MAKE A CLAIM

    1. In order to make a claim you need to complete a Claim Form (a template of which is provided at Annex 6) and send it to contact@mattereum.com before the Certification Expiry Date (set out at Annex 4).
    2. The details of your claim will be sent to the Certifier, who may respond to any issues raised and may offer an amount to settle to claim (a “Response”).
    3. If the Certifier makes a Response and you are satisfied with it, you may accept the Response and the claim will be considered resolved.
    4. If the Certifier does not make a Response within 28 days of a claim, or if you are not satisfied by the Response, you may refer your claim to dispute resolution. Any dispute shall be resolved in accordance with UKJT Digital Dispute Resolution Rules, which are available at: https://35z8e83m1ih83drye280o9d1-wpengine.netdna-ssl.com/wp-content/uploads/2021/04/Lawtech_DDRR_Final.pdf.
    5. If your claim under the UKJT Digital Dispute Resolution Rules is successful, then the Certifier will pay any fees to the appointment body / tribunal which considers the claim. If your claim under the UKJT Digital Dispute Resolution Rules is unsuccessful, then you will pay any fees to the appointment body / tribunal which considers the claim.

  5. FEES

    1. Where Warrantied NFT(s) are sold by an exchange, then a proportion of the fee you pay for the Mattereum NFT shall be passed to Mattereum (the “Mattereum Fee”) and a proportion shall be passed to the Certifier (the “Certifier Fee”). The Mattereum Fee and the Certifier Fee together form the “Warranty Price”. Further information regarding what these fees are is provided at Annex 5.
    2. If you buy Warrantied NFT(s) other than in accordance with clause 5.1, then it is your responsibility to ensure that the Certifier is paid the Warranty Price as part of the transaction. If you do not do so, and so the Warranty Price is not paid to the Certifier, then you will not be able to make a claim under this Warranty Agreement. The seller of the Warrantied NFT(s) will also not be able to make a claim under this Warranty Agreement.
    3. The Certifier confirms that the Warranty Price is due and valuable consideration for the purposes of binding the Certifier to this Warranty Agreement.

  6. OTHER MATTERS

    1. Nothing in this Warranty Agreement shall limit or exclude the liability of a person for death or personal injury, for claims arising out of fraud or fraudulent misrepresentation, or to the extent that such limitation or exclusion is not permissible under any applicable law. This clause 6.1 shall prevail over any other provision in this Warranty Agreement.
    2. This Warranty Agreement may only be varied with the prior written consent of the Certifier and Mattereum. Your consent is not required for a variation.
    3. Subject to clause 4, this Warranty Agreement, its subject matter and any non-contractual obligations arising out of or in connection with it will be governed by the law of England and Wales, and the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute, controversy or claim arising out of, or in connection with, them. If you are resident in Scotland you may also bring proceedings in Scotland and if you are resident in Northern Ireland you may also bring proceedings in Northern Ireland.
    4. If any term of this Warranty Agreement is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from this Warranty Agreement and this will not affect the remainder of this Warranty Agreement which will continue in full force and effect.
    5. Nothing in this Warranty Agreement and no action taken by the parties in connection with it will create a partnership or joint venture between the parties or give any party authority to act as the agent of or in the name of or on behalf of another party or to bind another party or to hold itself out as being entitled to do so.
    6. The only persons with a right to enforce any of the terms of this Warranty Agreement shall be the Certifier, Mattereum and you. No other person is intended to be able to enforce any terms of this Warranty Agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

Annex 1: Party Details

Name of Certifier:

Vinay Gupta

Name of person authorised to sign on behalf of Certifier:

Vinay Gupta

Certifier’s email address for notices:

v.gupta@mattereum.com

Annex 2: The Asset

Asset:

Alleged Chupacabra Footprint Cast

Asset number:

Chupacabra_footprint_cast_01

Description of Asset:

A plaster cast of a footprint, alleged to be from the cryptozoological or supernatural entity the Chupacabra but likely to be a misattributed footprint of a Florida puma

Annex 3: Warranties

Warranties:

Certification Summary:

Details of the carbon offset certificate purchased to cover the production of this asset's corresponding NFT.

Title:

Alleged Chupacabra Footprint Cast

A four-toed cast of an animal footprint showing in good detail claws on all four toes and five foot pads. Surrounding this is an uneven impression of the surface of the soil from which the cast was taken. This is higher at the front and back of the footprint and lower on the sides. The print is slightly off-centre towards the right of the cast. The reverse of the cast is completely flat. On the right of the cast base there is a hole in the surface caused by an air bubble during the casting process. This is likely to be unique to this particular cast and can be used to distinguish it from any others that may have been made using a mould made from the on site cast.

Reference Media and Supporting Documentation:

Copy of the Nori Certificate of Carbon Removal issued to MTRM Industries Ltd. PDF

Annex 4: The Certification

Certification Expiry Date:

1 year from warranty purchase.

Certification Date:

17 March 2022

Certification Standard:

Absolute liability (The information provided is true of the object in all respects.)

Maximum Liability:

Up to the sale price of the object or its corresponding NFT.

Annex 5: Warranty Price

0.1% of the asset's sale price.

Annex 6: Claim Form

Your name:
Asset:
Asset Passport:
Amount claimed as compensation:
Details of the claim – please set out the circumstances giving rise to the claim, and any evidence that the Warranties are wrong:
Your contact details:

Email:

Telephone:

Address: