1. Introduction

These Terms govern your access to and use of the Platform, which includes your registration with the Platform and your use of any services or functionalities available within the Platform. Please read these Terms carefully as they affect your obligations and legal rights

By using the Platform or by accepting these Terms, including by clicking a checkbox referencing these Terms, you confirm that you have read, understood, and agree to these legally binding Terms in full without modifications or reservations. If you do not agree, you must immediately stop using the Platform. If you are a Manager acting on behalf of a legal entity, trust, or partnership, you confirm that you are authorised to accept and agree to these Terms on both its behalf and your own. rms carefully as they affect your obligations and legal rights

Note that Section 14 Applicable Law and Dispute Resolution contains provisions governing the choice of law, dispute resolution terms, and class action waiver. Please read and review Sections 11, 12, 13 Important Disclaimers, Limitation of Liability, and Indemnification carefully before accepting these Terms as they provide for the limitation of liability, your obligations to indemnify us and Horsebox Parties, and contain disclaimer of warranties concerning the Platform. By accessing or using the Platform, you acknowledge and agree that the provisions contained in Sections 11-14 are reasonable. If you do not consider them to be reasonable, you must refrain from using the Platform.

Your personal data is processed in accordance with the Horsebox Privacy Notice.

Capitalised terms used herein and rules of interpretation are defined in Section 17 Interpretation.

2. Modification

We may modify, supplement, or update these Terms from time to time to reflect changes in our services, legal requirements, or business operations. When we do so, we will update the “Last Updated” date and version number at the top of these Terms. Where changes are material or significantly affect your rights or obligations, we will take reasonable steps to inform you in advance, for example, by sending an email or displaying a prominent notice on the Platform, before the updated Terms take effect. Unless otherwise stated in the update notification, the updated Terms will become effective on the date of publication and will automatically replace and supersede the previous version. By continuing to access or use the Platform after that date, you agree to be bound by the updated Terms. We encourage you to review these Terms regularly to ensure you remain informed of any updates. If you do not agree to the updated Terms, you must immediately stop accessing or using the Platform.

3. Eligibility; Updates and Availability

To be eligible to access and use the Platform, you must: (i) be capable of entering into a legally binding agreement; (ii) not be a Prohibited Person or acting on its behalf; (iii) be at least 18 years old or of legal age (age of majority) in your jurisdiction; (iv) if acting on behalf of a legal entity, trust, or partnership, have proper authorisation and confirm the legal entity, trust, or partnership is properly existing under the applicable laws; and (v) fully comply with these Terms. If you do not meet these criteria, you must not use the Platform until you do.

The Platform, including its features, services, technical infrastructure, software, security protocols and technical configurations, may be updated or modified at any time without prior notice. The Platform may also become inaccessible or inoperable due to various reasons, including maintenance, updates, disruptions, cyberattacks, technical issues, Force Majeure Circumstances, unavailability of Third-Party Services. Access may also be limited, suspended, or restricted with immediate effect and without notification and liability, regardless of reason, including if you violate these Terms or applicable laws, create legal exposure for us or Affiliates, or are identified as a Prohibited Person or act on their behalf. The Platform may integrate software, solutions, or tools to identify Prohibited Persons or users violating these Terms or laws. You must comply with all limitations outlined in these Terms and not attempt to circumvent or bypass them.

4. Platform

The Platform is designed to facilitate collective ownership of racehorses and participation in Racing Clubs and Syndicates by enabling users to purchase the Participation Interests and allowing Managers to offer and sell such Participation Interests through the Platform. Additionally, the Platform fosters broader engagement with the horseracing community by offering features that allow users to post content, leave comments, and otherwise interact with each other.

The Platform operates as a venue provider, granting you access to its functionality, while not being a party to Transactions. We act only as a technology provider and not as an intermediary between users. All Listing Documentation, relationships and obligations arising from Transactions exist solely between the respective users, and we have no liability or obligation under any Transaction. Accordingly, the Platform makes no warranties regarding the Participation Interests, Listing Documentation, or the performance of any counterparty. We do not act as a party, seller, or purchaser, nor assume any intermediary role, such as a guarantor, witness, or escrow provider to the Transactions, and accept no responsibility or liability for any disputes that may arise. Such disputes must be resolved directly between the respective counterparties.

We make no express or implied warranties regarding any Third-Party Services. Their availability on the Platform does not constitute our endorsement, recommendation, or solicitation to use, purchase, or otherwise interact with them. We do not provide or make any representations or warranties of any kind with respect to the Third-Party Services, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose or non-infringement, all of which are hereby expressly disclaimed and denied. All Third-Party Services are provided or operated by third parties, who are distinct from us. The Third-Party Services may be changed or abandoned at any time. You acknowledge that Third-Party Services may not meet expectations, have intended functionality, a market, or any value. It is your responsibility to conduct your own thorough due diligence of the Third-Party Services before interacting with them.

The scope of rights associated with a Participation Interest shall be as set out in the relevant Listing Documentation. A Participation Interest does not confer any legal or beneficial ownership in the horse unless expressly provided in the relevant Listing Documentation. All terms, features, and descriptions relating to a Participation Interest are provided solely by the relevant third party and not by us. We do not assume, and expressly disclaim, any responsibility or obligation for the performance, fulfilment, accuracy, or delivery of any aspect of the Participation Interest. The rights and obligations associated with each Participation Interest are governed exclusively by the Listing Documentation prepared and provided by the relevant third party.

To confirm within the Platform that a given user owns a particular Participation Interest, the Platform utilises blockchain (distributed ledger) technology, smart contracts, and Horse Tokens, which are essentially items recorded on the blockchain. Blockchain can be understood as a large database distributed across numerous devices that records transaction data in an anonymised format. You do not purchase Horse Tokens and they do not become your property, as they are distinct from the Participation Interest. Horse Tokens serve as in-Platform evidence of a user’s ownership of a Participation Interest, but do not replace the Participation Interest itself. This means that when a Transaction is completed, such as a purchase of a Participation Interest, a unique Horse Token is generated and assigned to the respective Platform Wallet. Horse Tokens are not a representation of value or contractual rights for any Participation Interest. They serve solely as in-Platform evidence of successful Transactions. The transfer of a Horse Token does not constitute a transfer of the underlying Participation Interest. Horse Tokens are not Cryptoassets. Horse Tokens themselves do not grant any rights in or to the underlying Participation Interest. Horse Tokens do not entitle you to returns, passive income, interest, or similar benefits. They do not grant ownership, shares, securities, revenue rights, intellectual property, or any other form of participation in us, our Affiliates, or any Third-Party Services. Horse Tokens are not loans, currencies, securities, investments, or regulated financial instruments. Their design, functionality, and intended use may change at any time without notice or liability. Horse Tokens may also be subject to restrictions on transferability, use, or disposal. Depending on the status of the underlying Participation Interest, Horse Tokens can be transferred, suspended, or burned (destroyed). You acknowledge that loss of access to your Horse Tokens or your Account may affect your interaction with the Managers, potentially causing loss of access or other limitations in relation to the underlying Participation Interest.

Nothing in these Terms shall affect or restrict mandatory statutory rights available to you under the applicable consumer protection legislation.

We use commercially reasonable efforts to ensure that any information posted on the Platform by us is accurate, complete, up to date and non-misleading. However, we make no warranties or representations, whether express or implied, in relation to such information, including but not limited to any warranty as to fitness for a particular purpose, and you should not place reliance upon it. The Platform also contains Listing Documentation provided by Managers, who are third parties and are not under our control. Listing Documentation is prepared and submitted solely by the relevant Managers. Accordingly, we do not verify or review the accuracy, completeness, or reliability of any Listing Documentation, and we shall not be liable for your reliance on it, as well as any errors, omissions, or inaccuracies contained in Listing Documentation. You expressly acknowledge and agree that we have no obligation to update, amend, or correct any Listing Documentation. All Listing Documentation is made available on the Platform strictly on an “as is” basis, and it is your sole responsibility to assess, and verify Listing Documentation before taking any action based on it.

We may suspend, restrict, reject, or delete any Listing, Listing Documentation, and Your Content for any reason, according to applicable content moderation regulations and internal policies, including if it violates these Terms or applicable law.

5. Account

Some general features of the Platform may be accessed without creating an Account. However, to access all functionality, you must register an Account using the method provided on the Platform. You shall provide only accurate and up-to-date information while registering an Account, and notify us about all changes, if any. You are solely responsible for all activities conducted through your Account and must not share or grant access to it to any other person. Unless you notify us in advance about losing access to your Account, all actions performed through your Account shall be deemed authorised by you. Unless otherwise expressly permitted by us, you shall not hold more than one Account.

To hold Cryptoassets and Horse Tokens, a non-custodial Platform Wallet is integrated into the Platform and is automatically created for each user upon registration. “Non-custodial” means that we do not hold, custody, manage, or exercise control over any Cryptoassets stored in such Platform Wallet. The Platform Wallet is considered Third-Party Service, and we neither endorse nor shall be held liable or responsible in connection therewith. You must not share your Platform Wallet credentials or allow others to access it. We do not store any credentials associated with your Platform Wallet on our servers. Since these credentials and other Platform Wallet-related information are not backed up, we cannot restore them if they are lost.

We have the right to suspend or terminate your Account in whole or in part, at any time at our discretion, with or without notice, and without any liability whatsoever. Before suspending or terminating your Account, we reserve the right to issue a warning to you. The Account may be suspended or terminated for any reason, including if: (i) you are, or we suspect that you are, in breach of these Terms, including by providing false or misleading warranties or representations; (ii) you are, or we suspect that you are, in breach of any applicable laws, regulations, or orders; (iii) you have, or we suspect that you have, in relation to your use or access to the Platform, violated any our or third-party’s right, for example, failed to perform your obligations or committed fraud; (iv) we detect unauthorised access to your Account or any suspicious activity related to you or your Account; (v) you are subject to a governmental proceeding, criminal investigation, or other pending litigation; or (vi) we are required to do so by a court order or command by a regulatory or government authority, or in accordance with our internal policies and procedures. You may terminate your Account at any time by using the available Platform functionality or contacting us. Upon termination of your Account, these Terms automatically terminate. Such termination shall not affect your rights and obligations in relation to the Participation Interests arising under Listing Documentation.

We make commercially reasonable efforts to protect your Account. You must protect your credentials linked to your Account and Payment Methods, and never share or permit access to them and the respective credentials with third parties. We do not have access to, or control over, your Payment Methods, or Cryptoassets or funds held therein. You are fully responsible for: (i) safeguarding your Payment Methods, Cryptoassets and funds, and (ii) maintaining the confidentiality of your credentials and ensuring their proper use. All Transactions carried out through your Payment Methods shall be deemed personally authorised by you.

You shall complete any required Identity Verification within the timeframe specified by us. Access to certain functionality of the Platform may be suspended until the Identity Verification is successfully completed. We shall not be liable for your inability to use the Platform if you fail to meet the requirements or complete the Identity Verification. Identity Verification may be conducted by a Third-Party Service provider acting on our behalf. You must provide accurate, complete, and truthful information during the Identity Verification. The decision on whether you have passed the Identity Verification will be made at our sole discretion and is final.

6. Payments

All prices for Participation Interests are determined by respective Managers, and they have the right to change such prices at any time, subject to Listing Documentation. Prices may be one-time or subscription based. Be aware that in case of a subscription based model, the price may change subject to the Listing Documentation. Unless otherwise stated, all amounts on the Platform are denominated in pounds sterling. Where Transaction is made in another fiat currency or in a Cryptoasset, the amount of Transaction in that other asset will be determined by us prior to the Transaction using exchange rate data from publicly available market sources selected at our reasonable discretion.

The Platform automatically receives a certain Platform Fees, which may be fixed or based on the Transaction value, that serve as remuneration for providing and maintaining the Platform interface. You hereby agree to the Platform Fees and authorise us to collect the Platform Fees. Applicable amounts of the Platform Fees will be displayed on the Platform before each Transaction. Unless otherwise required under applicable consumer protection legislation, the Platform Fees are non-refundable and we do not offer refunds of the Platform Fees for duly processed Transactions. All Platform Fees are exclusive of any value-added tax or other applicable taxes. Where value-added tax or any other tax applies, it will be calculated and displayed separately prior to the completion of the Transaction.

The terms of the refunds related to the purchase of the Participation Interest are governed by the Listing Documentation. Full or partial refunds may be unavailable, as outlined in the applicable Listing Documentation.

You represent and warrant that your Payment Method is owned by you or that you are duly authorised to use it. You further confirm that you have the legal right to access and use the funds used, and that such funds were not derived from or connected to any unlawful activity, including but not limited to money laundering, fraud, or any other criminal conduct. Transactions are facilitated through technical integration with Third-Party Services responsible for executing them. We are not involved in any Transactions conducted via these Third-Party Services, and all legal relationships and obligations arising from these Transactions exist solely between you and the relevant provider of Third-Party Services. We act neither as a party nor an intermediary in such Transactions. We neither control, endorse, nor accept responsibility for these Third-Party Services and disclaim any liability for your use of them. You should review and comply with the applicable terms and policies of each payment service provider.

To comply with our legal obligations, including under tax or applicable digital platform reporting regulations, we may be required to share certain information related to Transactions with HM Revenue & Customs or other competent bodies or authorities. In particular, this may apply to Managers who sell Participation Interests through the Platform.

7. Managers’ Obligations

If you are acting as a Manager on the Platform, the following obligations in this Section apply to you in addition to the rest of the Terms. In the event of any conflict between this Section and the remainder of the Terms, this Section shall prevail in respect of your obligations as a Manager, while the rest of the Terms shall prevail in relation to all other obligations.

The Manager shall comply with the Industry Regulations. This includes, but is not limited to obtaining and maintaining all necessary licences and authorisations, for example, a licence from the BHA to operate a Syndicate or Racing Club, registration of horses, registration of horse ownership, and maintenance of an up-to-date list of members.

The Manager shall be solely responsible for the preparation, execution, and performance of any and all Listing Documentation. Listing Documentation must comply with The applicable law and Industry Regulations, including the Syndicate Code of Conduct or Racing Club Code of Conduct, as applicable. You, as the Manager, additionally acknowledge that we bear no responsibility in this regard.

The Manager shall be solely responsible for handling any disputes that arise from the relationship between yourself, as the Manager, and a user. The Platform shall not be involved as a party to any such disputes.

The Manager shall not represent or imply that the Listing is endorsed, approved, or otherwise affiliated with the Platform unless this is factually the case.

The Manager shall be solely responsible for ensuring that the Listing Documentation is complete, accurate, and kept up to date. This includes, but is not limited to, information regarding the horse, the number of Participation Interests available, and any benefits or entitlements offered to users. The Manager shall promptly correct or update any inaccurate, incomplete, or outdated Listing Documentation upon becoming aware of such issues.

The Manager shall comply with all applicable laws and regulations other than Industry Regulations, including, without limitation, fulfilling all tax obligations that arise from or are related to any Transaction. Additionally, the Manager agrees to, and authorises us to, make the filings required under the applicable law, including tax and digital platform reporting regulations in relation to Transactions with HM Revenue & Customs.

The Manager shall be solely responsible for identifying and taking appropriate measures in respect of any Disqualified Persons, in accordance with applicable Industry Regulations. This includes, without limitation, ensuring that no Disqualified Person is permitted to participate in a Syndicate or Racing Club operated by the Manager. You, as the Manager, acknowledge that we bear no liability for the involvement of any Disqualified Persons with the Platform and that we do not undertake any obligation to identify, report, prevent, or otherwise act in relation to Disqualified Persons.

Where a Listing for a specific Participation Interest is made available on the Platform, the Manager shall ensure that any sale, transfer, or other Transaction involving that specific Participation Interest is conducted exclusively through the Platform and not via any external means. This restriction applies only to the specific Participation Interest that is subject to a Listing on the Platform at the time of the Transaction. For the avoidance of doubt, nothing in these Terms prohibits the Manager from offering or transacting in other Participation Interests of the same type or category outside the Platform, provided such interests are not individually Listed on the Platform.

Any promotion the Participation Interest shall be conducted according to the applicable law and the Industry Regulation. The Manager shall not market the Participation Interests as investment opportunities or imply the possibility of financial gain for users, whether through the Platform or via other public channels such as Manager’s social media channels or verbal communication. You, as the Manager, warrant to us that the Participation Interests you offer do not constitute units in a collective investment scheme or any financial, investment, or other regulated products or services. You further warrant that you will not promote your Participation Interests as such, nor suggest or imply any returns or profits as part of your offering. The Manager shall not market the Horse Tokens or Participation Interests as Cryptoassets.

The Manager shall strictly comply with all applicable data protection and privacy laws and regulations. In all circumstances, any data obtained through or in connection with the Platform must be stored and processed in full accordance with all applicable legal and regulatory requirements.

8. Intellectual Property

Except as explicitly provided under these Terms or the applicable law, you do not gain any rights in or to the Intellectual Property, which remains fully owned by its respective rights holders, who may restrict its use at any time. Specific elements of the Intellectual Property are protected under applicable laws, for example the Platform’s design and branding may be protected by copyright, trademark laws, or otherwise, as applicable. You must not obscure, remove, or alter any marks or notices on the Platform. You additionally acknowledge that no rights or interests in any trade names, logos, trademarks, service marks, or other brand identifiers displayed on the Platform are granted to you under the Licence or otherwise under these Terms, and all such rights are expressly reserved by us or the relevant third-party owners.

Subject to your compliance with these Terms, you are hereby granted the Licence. The Licence will remain effective until it is revoked or these Terms terminate or expire. Any use of the Platform or the Intellectual Property not expressly permitted under the Licence or applicable law is prohibited.

Any items or components of the Platform distributed under a FOSS Licence, if applicable, are not governed by the Licence granted under these Terms. Such items are provided to you solely under the terms of their respective FOSS Licences. This applies only to components originally distributed under a FOSS Licence and expressly excludes: (i) any items or components developed or modified by us that are not released under a FOSS Licence; and (ii) any derivative works generated by us using FOSS-licensed items or components, which are not distributed under a FOSS Licence.

You are solely responsible for Your Content. By sharing Your Content, you (i) warrant that you own all intellectual property rights to it, or otherwise have the right to use it in such a manner, and that Your Content does not violate these Terms, any third-party rights and applicable laws; and (ii) grant us a non-exclusive, royalty-free, irrevocable, perpetual, sub-licensable, worldwide licence to use, display, reproduce, translate, distribute, and assign these rights to third parties, in whole or in part. By providing any feedback regarding the Platform, you grant us a non-exclusive, irrevocable, royalty-free, perpetual, fully paid-up, worldwide licence to use, copy, modify, reproduce, translate, publicly display and perform, distribute, commercialise, and create derivative works from such feedback. This licence includes the right to sublicense and assign these rights, in whole or in part, to third parties. We may use, disclose, publish, or otherwise exploit any feedback at our sole discretion, without restriction and without any obligation or compensation to you.

9. Your Representations and Warranties

By accepting these Terms, you make the following representations and warranties, which must remain true, complete, accurate, and non-misleading at the time of acceptance and throughout your use of the Platform:

You have read and understood these Terms, have the authority to accept them, enter into a binding legal agreement with us, and meet the obligations these Terms outline.

Acceptance of these Terms will not breach or conflict with any court orders, judgments, or existing agreements or arrangements you are bound by.

If you represent and act on behalf of a legal entity, trust, or partnership, you confirm that it is properly existing, incorporated, registered, and in good standing in its jurisdiction. Additionally, accepting these Terms must not breach or conflict with the entity’s, trust’s, or partnership’s operational and organisational documents. You and such legal entity, trust, or partnership shall be joint and severely liable for any breach of these Terms.

Your use of the Platform will not violate any applicable laws, legal judgments or third party’s rights.

You are not a Prohibited Person, nor act on behalf or for the benefit of a Prohibited Person.

Your acceptance of these Terms and use of the Platform is in full compliance with all applicable laws. You will meet all tax obligations arising from or in connection with any Transactions.

Any Payment Method must either be owned by you or used with valid authorisation. All Cryptoassets and fiat funds involved must be owned by you or used with proper authorisation, originate from legitimate sources, and have been lawfully acquired.

You understand that your use of the Platform may not meet your expectations, fit for a particular purpose or be beneficial, profitable or suitable for you, and it is your decision whether to use or interact with it. Any expectations of financial gain or other benefits are solely your own responsibility, and we disclaim any liability for any loss or damage incurred from such expectations. Unless you act as a Manager, you must not assume that your use of the Platform will result in any financial gain or rely on such an expectation, as the primary purpose of the Platform is for enjoyment only.

You will carefully evaluate, check, and verify any content made available to you through the Platform before using or relying on it in any way. You will not base any decisions solely on such information.

10. Prohibited Activities

You must not conduct or participate in any of the following activities, whether directly or indirectly, when using the Platform:

Do not use the Platform or any of its services and functionality to develop competing products or services. While using the Platform, you must not include any links to competing platforms that offer similar services to ours.

Do not disrupt, interfere with, or inhibit others from using the Platform or Third-Party Services. Additionally, you are prohibited from engaging in activities that could disable, impair, or harm the Platform or Third-Party Services. These activities include uploading, distributing, or transmitting any malware, viruses, malicious code, ‘easter eggs’, watermarks, or other harmful elements.

Do not circumvent or attempt to bypass any access or functionality restrictions or limitations related to the Platform, including those applicable to Identity Verification.

Do not use any data mining tools, robots, spiders, crawlers, scrapers, or similar automated methods designed to gather, extract, or harvest data from the Platform or any of its parts.

Do not compromise or attempt to compromise the security of the Platform, including by bypassing technical or access restrictions, exploiting any technical malfunction, glitch, failure, delay, default, or security vulnerability, or engaging in any hacker attack or other similar unauthorised activity.

Do not use the Platform for illegal purposes, including money laundering, terrorism financing, theft, fraud, or those that are harmful or detrimental to us, Affiliates or others.

Do not engage in fraudulent activities, such as providing false, inaccurate, or misleading information to unlawfully acquire funds or property from others.

Do not use malware, harmful code, or software, engage in hacker attacks, or exploit any technical glitches, malfunctions, failures, delays, defaults, or security breaches in relation to the Platform, its underlying infrastructure or software, or Third-Party Services interacting with the Platform.

Do not violate any rights of any third person, including intellectual property rights.

Unless otherwise permitted by us or applicable law, you shall not (i) modify, adapt, or integrate any part of the Platform into another program or application; (ii) disassemble, decompile, reverse-engineer, or attempt to access the source code, object code, or underlying algorithms of the Platform; (iii) copy, replicate, download, store, distribute, transfer, broadcast, publish (including in form of screenshots), alter, sell, lease, sublicense, or create derivative works from any part of the Intellectual Property; and (iv) remove or modify any copyright statements, labels, or licensing information.

Do not impersonate any person, project, business, legal entity, partnership, or misrepresent your affiliation with them in any way. This includes attempting to disguise your identity or the origin of any messages or transmissions sent to us or others.

Do not engage in, advocate for, or encourage activities involving threats, harassment, or bullying of any kind. Additionally, you must not share Your Content that is offensive, unlawful, discriminatory, sensitive, spreads false or misleading information, or otherwise inappropriate.

Do not act unfairly and contrary to the principle of good faith, nor carry out any other activities that violate any applicable regulations, rules, orders, etc.

11. Important Disclaimers

The Platform is provided on an “as is” and “as available” basis. While we aim to offer a reliable and smooth experience, you acknowledge that your use of the Platform is always at your own risk. There are no warranties of any kind, express or implied, including but not limited to warranties of title, non-infringement, integration, merchantability, fitness for a particular purpose, or those arising from any course of performance or usage of trade with respect to the Platform, including their components, integrations, underlying infrastructure and software, all of which are expressly disclaimed and denied. Specifically, there is no assurance that the Platform will function as expected, have any specific functionality, be secure or accessible at any time or location, operate continuously, or be free of defects or errors, nor that any issues will be resolved.

No part of these Terms or the Platform is intended to be, or should be considered, or construed as a business, legal, financial, virtual asset, cryptoasset, investment, or any other sort of advice regarding any matters to which all or any part of such information relates. Before making any decision, you should consult your own legal, financial, tax, or other professional advisors regarding any such information.

We do not provide nor intend to provide any custodial or similar services, custodial solutions or software, do not act as your agent or representative, and do not control, manage, or custody your Payment Method or any of your funds or Cryptoassets.

No part of these Terms or the Platform constitutes (i) a prospectus, (ii) offer document, or (iii) an offer, recommendation, or solicitation to buy, sell, or hold investment instruments, securities, stocks, or Cryptoassets, in any jurisdiction.

Nothing in these Terms or on the Platform shall be interpreted or considered as the provision of financial, virtual asset, Cryptoasset, legal, investment, tax, brokerage, financial advisory, fund management, or any related intermediation services. You are solely responsible for ensuring that your use of the Platform and any Transactions comply with the applicable laws, regulatory and other requirements.

Using the Platform does not presume any benefits, financial returns, gains, or positive outcomes. Any expectations of financial gain or other benefits are entirely your responsibility, and we are not liable for any losses or damages resulting from such expectations.

To the fullest extent permitted by applicable law, we owe no fiduciary duties to you under these Terms. However, we must act in accordance with these Terms and the implied contractual covenant of good faith and fair dealing, as required by law.

These Terms do not create any agency relations, partnership, joint venture, or co-operative entity. We and you have no authority to bind each other or make public statements on each other’s behalf.

When using the Platform, you may encounter Third-Party Services, explicitly including the Payment Methods. We do not provide any warranties, express or implied, regarding them and do not endorse, recommend, or solicit their use or any interaction with them. Your use of Third-Party Services, as well as any interactions with third parties linked to or from the Platform, are entirely at your own risk.

Any funds misappropriated or obtained through violations of these Terms or the intended functionality of the applicable software are strictly prohibited. Any related Transactions are deemed null and void from the outset (ab initio), and the involved funds may be subject to forfeiture under applicable law.

12. Limitation of Liability

The Horsebox Parties shall be liable only for direct losses that arise as a foreseeable and proximate result of a breach of our obligations under these Terms or any applicable law. To the fullest extent permitted by law, the Horsebox Parties shall not be liable, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, for any indirect or consequential losses, incidental or punitive damages, or loss of profits, loss of revenue, loss of anticipated savings, loss of business or business opportunity, loss of data, loss of goodwill, loss of reputation, or diminution in value, even if such losses were foreseeable or if we were advised of the possibility of such damages.

To the fullest extent permitted by law, in no event shall our or Affiliates’ officers, directors, employees, consultants, and shareholders be held personally liable in connection with these Terms, provided that the foregoing shall not limit our liability as an entity.

To the fullest extent permitted by law, the total liability of the Horsebox Parties arising from these Terms, whether in contract, tort, breach of duty, or otherwise, including attorney’s fees, will not exceed the greater of: (i) the Platform Fees received by us in relation to your Transactions; or (ii) one hundred (100) Pound Sterling.

To the fullest extent permitted by law, and except where any loss or damage arises directly as a result of our negligence, the Horsebox Parties shall not be liable for any loss or damage, whether arising in contract, tort (including negligence), breach of statutory duty, strict liability, or otherwise, regardless of whether such loss or damage was foreseeable or whether we were advised of the possibility thereof, arising out of or in connection with: (i) Third-Party Services; (ii) any act, omission or conduct of any third party, including Third-Party Service providers, other users of the Platform, providers or offerors of Participation Interests, Managers; (iii) any unauthorised access to or use of: your Payment Method or any credentials related thereto, your Account or any associated funds, whether resulting from your acts or omissions, including your failure to maintain adequate security measures; (iv) your breach of these Terms or any applicable laws or regulations; or (v) any delay, interruption, or failure resulting from Force Majeure Circumstances. Nothing in this Clause shall limit or exclude any liability that cannot be lawfully limited or excluded under applicable law.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any matter in respect of which it would be unlawful for us to exclude or restrict our liability.

14. Applicable Law and Dispute Resolution

These Terms, as well as any relationship relating to the Platform, are governed by the laws of England and Wales, excluding any conflict of law rules

Users are solely responsible for managing and resolving any disputes that may arise between them as a result of their use of the Platform, interactions, or Transactions. The Platform shall not, under any circumstances, be considered a party to, or have any responsibility or liability in respect of, such disputes.

For the avoidance of doubt, all Listing Documentation is provided, negotiated, and executed directly between users. The Platform does not act as an issuer, promoter, agent, broker, or intermediary in relation to any Listing Documentation and shall not be deemed a party thereto.

We do not act as a mediator or arbitrator, and we do not resolve disputes arising between the users of the Platform. Accordingly, if you have any complaint, claim, or dispute arising out of or in connection with the Listing Documentation or the acts or omissions of another user, you agree to pursue such matter directly with the relevant user and in accordance with the applicable provisions of the Listing Documentation.

Should you have a claim arising specifically out of the Platform’s own acts or omissions, or your contractual relationship with us regarding your use of the Platform, you must refer to and follow the dispute resolution process set out in the subsequent clauses of these Terms.

To the extent that you involve the Platform in any dispute between you and another user or third party (whether by naming us or the Platform in proceedings, seeking remedies against us or the Platform, or otherwise), you agree to indemnify and hold the Horsebox Parties harmless from and against all liabilities, losses, damages, costs, and expenses (including reasonable legal fees) incurred as a result of such involvement, except to the extent that such involvement arises directly from the Platform’s breach of these Terms or negligence.

You must first contact us to try to resolve any dispute related to these Terms or the Platform informally by sending a notice via email at info@horsebox.io. If no agreement is reached within thirty (30) days, the dispute may be submitted to litigation as outlined below.

If, and only if, a dispute cannot be resolved through the negotiations outlined in the preceding clause, you and we agree to submit to the exclusive jurisdiction of England and Wales courts in respect of any claim or matter arising from these Terms and to comply with all requirements necessary to give such court jurisdiction.

To the fullest extent permitted under applicable law, each party involved must maintain the confidentiality of any litigation and negotiation proceedings, judgments and awards, including, but not limited to, all information gathered, prepared, and presented for purposes related to the disputes

If and to the extent permissible by applicable law, any dispute arising out of or related to these Terms is personal to you and us and will be resolved solely through individual proceedings, not as part of a class, collective, representative, or private attorney general action or proceeding. You further agree to waive any right for such disputes to be brought, heard, or litigated as a class, collective, representative, or private attorney general action or proceeding, to the extent permissible by applicable law. Combining or consolidating individual litigations into a single proceeding is not permitted without our prior consent.

To the extent permitted by law, any claim related to these Terms and the Platform must be filed within one year of the event giving rise to the claim. Claims not filed within this period will be permanently barred, meaning neither you nor we can pursue such claims.

15. Term and Termination

These Terms will be in full force as long as you have an Account, until these Terms are terminated in accordance with the provisions described below

You may terminate these Terms at any time by terminating (closing) your Account, and ceasing access and use of the Platform. You may individually terminate (close) your Account via the Platform functionality, if any, or request us to terminate it.

These Terms shall be deemed automatically terminated if we (i) terminate the Platform, (ii) terminate your Account as provided for herein, or (iii) terminate these Terms upon notice to you.

Termination of these Terms shall have no prejudice to the rights and obligations accrued prior to their termination. Provisions hereof construed to survive the termination of these Terms shall survive any expiry or termination of these Terms. Sections 3, 10-17 shall survive any expiration or termination of these Terms, regardless of reason. Any Horse Tokens remaining in your Platform Wallet following termination may be permanently deactivated in accordance with the underlying smart contract. This will not affect your rights (if any) under the relevant Participation Interest, which will continue to be governed by the applicable Listing Documentation.

16. Miscellaneous

These Terms and any incorporated documents constitute the entire agreement between you and us, superseding all prior and contemporaneous understandings, writings, or promises related to the subject matter of these Terms. You acknowledge and confirm that you will not rely on and have no remedies in respect of any warranty, statement, promise, assurance, or statement (whether made innocently or negligently) that is not set out in these Terms.

We will send you Communications concerning these Terms and the Platform electronically via the Platform or email that you have provided to us. You may contact us electronically via email [email for general user inquiries]. All such Communications will be deemed valid, in writing, and legally binding, and will be considered delivered to you on the day after they are published or transmitted.

These Terms will benefit the Horsebox Parties, and any of them may rely on and enforce the provisions of these Terms as if they were a party to these Terms. Except in relation to the Horsebox Parties, these Terms do not grant any third party the right to enforce any provision hereunder, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise. However, no consent, approval, or notice from the Horsebox Parties is required to modify, assign, novate, or otherwise change these Terms.

Our failure or delay in exercising any right or remedy under these Terms or applicable law does not constitute a waiver of that or any other right or remedy. It also does not preclude or limit the further exercise of that or any other right or remedy. Similarly, any single or partial exercise of a right or remedy does not preclude or limit its further exercise or the exercise of any other right or remedy.

Only the English version of these Terms, the Platform, and any related communications is considered official. The English version shall prevail in case of differences in translation of these Terms, the Platform, or Communications.

You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may transfer or assign these Terms and our rights and obligations hereunder at any time without your consent.

The invalidity or unenforceability of any provision or part-provision of these Terms shall not affect the validity or enforceability of any other provisions of these Terms, all of which shall remain in full force and effect.

Provisions hereof construed to survive the termination of these Terms shall survive any expiration or termination of these Terms, regardless of reason.

17. Interpretation

In these Terms, unless the context requires otherwise, the terms shall have the following meaning:

Account means a user account within the Platform.

Affiliate means a person controlling, controlled by, or under the same control as us.

BHA means the British Horseracing Authority, the regulatory body responsible for governance, administration and regulation of horseracing and the wider horseracing industry in Britain, as further described at https://www.britishhorseracing.com.

Communications means any communications, notices, and disclosures related to these Terms.

Cryptoassets means cryptographically secured digital representation of value or contractual rights that uses a form of distributed ledger technology and can be transferred, stored or traded electronically, explicitly excluding the Horse Tokens.

Disqualified Person means all persons disqualified or excluded by the BHA due to debts, arrears, disciplinary panel decisions, and disciplinary officer exclusion orders.

Force Majeure Circumstances means any events beyond our control that interfere with the performance of these Terms, including, without limitation, (i) fire, flood, hostility, pandemic, act of God, explosion, strike; (ii) war, undeclared war, civil war, revolution, riot, act of terrorism, military actions, interventions, and operations; (iii) epidemic, pandemic, insurrection, labour dispute, accident; (iv) sanctions, government actions, embargoes; (v) injunctions, cease and desist orders, restraining or similar orders of, or prohibitions established by a court, governmental or other authorities, explicitly including the BHA and Weatherbys; (vi) weaknesses, vulnerabilities and bugs in the software, payment processing, blockchain networks, smart-contracts, Payment Methods, or other technologies integrated or used in connection with the Platform; (vii) actions, failures to act or inactions of Third-Party Service providers or other third parties, including fraud, loss or theft of funds by such third parties; (viii) system interference or destruction by any malicious programs; and (ix) power failure, equipment or software malfunction or error.

FOSS Licence means a free and open-source software licence that allows for editing, modifying, or reusing software’s source code, such as, for example, GPL, Apache and MIT licences.

Horse Tokens means non-fungible cryptographic tokens (NFTs) that serve as unique, digital proof of record for completed Transactions involving the purchase of Participation Interests on the Platform.

Horsebox Parties means us, Affiliates, and their respective shareholders, directors, officers, members, employees, agents, advisors, contractors, successors, and assignees.

Identity Verification means identity verification and authentication procedures that may be implemented by us at our sole discretion to confirm the identity, authority, and legitimacy of the Platform users.

Industry Regulations means all laws, rules, codes, regulations, and guidelines applicable to the operation of Syndicates and Racing Clubs and to participation in the horseracing industry in the United Kingdom. This includes, without limitation: (i) the Syndicate Code of Conduct, (ii) the Racing Club Code of Conduct, (iii) the Rules of Racing, (iv) all other rules, requirements, and guides issued by the BHA, including those available at https://www.britishhorseracing.com/regulation/rules-guides/, (v) any applicable gambling or betting regulations relevant to the horseracing industry in the United Kingdom, (vi) rules and registration requirements issued by Weatherbys, and (vii) the specific rules, conditions, and entry requirements applicable to each horse race or racecourse.

Intellectual Property means any copyrighted content, databases protected under ‘sui generis’ rights, names of services and products, logotypes, trademarks and other marks, trade secrets, inventions, designs, drawings, pictures, animations, works of authorship, etc., which may be demonstrated within the Platform.

Licence means a limited, non-exclusive, non-transferable, non-sublicensable, revocable, personal, and temporary right to access and use the Platform for its intended purposes, for the duration of these Terms.

Listing means the offering of the Participation Interest made by the Manager on the Platform, and including the Listing Documentation.

Listing Documentation means any and all agreements, terms, disclosures, or other contractual documents prepared by the Manager and entered into between the Manager and a user in connection with the offer, sale, or purchase of a Participation Interest, explicitly including Listing Information and Syndicate or Racing Club’s governing documents.

Listing Information means all data and content associated with the Listing and respective Participation Interest as presented on the Platform, including (i) details of the Manager, horse owner(s), and trainer(s), (ii) descriptive information about the horse(s), such as name, sex, colour, height, country of origin, foaling date, sire and dam, (iii) any other description information provided by the Manager, whether in the Listing or otherwise on the Platform, (iv) health-related information concerning the horse(s), and (v) information regarding the available and/or sold Participation Interests, including price, quantity, and applicable billing models.

Manager means a person who operates a Syndicate or Racing Club, offers Participation Interests on the Platform, and includes any horse owner appointed to act on behalf of a Syndicate or Racing Club who is registered with the BHA as its authorised representative and their agent.

Participation Interest means, as applicable, (i) a beneficial interest or share in a racehorse(s) held through a Syndicate registered in accordance with the Rules of Racing; or (ii) a membership in a Racing Club recognised under BHA guidelines.

Payment Method means any financial account, instrument, or facility, whether owned or controlled by you, used to send, receive, hold, or authorise payments in connection with your use of the Platform. This includes, without limitation: debit or credit cards, bank accounts, payment processors, Wallets, Platform Wallets, and any other payment mechanism or facility, whether fiat or Cryptoasset, that is linked to your Account or used by you in relation to the Platform.

Platform means the Horsebox platform available at https://www.horsebox.io, which allows the purchase of Participation Interests offered by Managers, and provides other features or services that may be offered from time to time. For the avoidance of doubt, any reference to the Platform includes reference to its services, functionalities, components, integrations, underlying infrastructure, and software.

Platform Fees means the fees that are charged by us as remuneration for the provision of the Platform services, including the operation, maintenance, and availability of the Platform interface and related infrastructure.

Platform Wallet means a pair of public and private cryptographic keys which can be used to track ownership of, receive, manage, and spend Cryptoassets and Horse Tokens on a blockchain network.

Prohibited Person means any natural or legal person subject to any sanctions administered or enforced by the United Kingdom, European Union, or the United States of America.

Racing Club means a club where the legal owner of a horse retains the legal ownership interest but invites participation from other individuals who do not own the horse to form an ownership entity.

Racing Club Code of Conduct means the document issued by the BHA governing the management, administration, and promotion of Racing Clubs, as amended from time to time

Rules of Racing means the British Horseracing Authority Rules of Racing, as amended from time to time.

Syndicate means a form of shared racehorse ownership registered in the BHA’s Register of Owners as a Syndicate.

Syndicate Code of Conduct means the document issued by the BHA governing the management, administration, and promotion of Syndicates, as amended from time to time.

Terms means these Horsebox Terms & Conditions, together with all agreements and documents incorporated herein by reference, as may be amended from time to time.

Third-Party Services means any services, software, items, and solutions that are not provided by us, such as payment processing providers, software or hardware Cryptoasset wallets, blockchain networks, Wallets, Platform Wallets, Participation Interests, Racing Clubs, Syndicates, Listing Documentation, etc.

Transaction means any services, software, items, and solutions that are not provided by us, such as payment processing providers, software or hardware Cryptoasset wallets, blockchain networks, Wallets, Platform Wallets, Participation Interests, Racing Clubs, Syndicates, Listing Documentation, etc.

user means any user of the Platform, including a Manager.

Wallet means a pair of public and private cryptographic keys which can be used to track ownership of, receive, manage, and spend Cryptoassets on a blockchain network. The Wallet differs from the Platform Wallet in that it is not integrated within the Platform and is used to make payments for Participation Interests or to top up the Platform Wallet.

“we”, “us”, “our” means HORSEBOX RB LIMITED, having company number 14649821, and established under the laws of England and Wales, which is the operator of the Platform.

Weatherbys means an organisation responsible for registration of Thoroughbreds, issuance of horse passports, bloodstock administration, and the provision of related regulatory and administrative services to the British horseracing industry.

“you”, “your” means a person who accepts these Terms

Your Content means any comments, suggestions, recommendations, feedbacks, statements, announcements, data, visual or audiovisual materials, copyrighted content, trademarks, logotypes, and any other materials posted, created, or furnished by you through or in relation to the Platform, explicitly including Listings.

Unless the context requires otherwise, references to one gender include all genders; singular includes plural and vice versa; terms like “including”, “in particular”, or “for example” are illustrative and shall not limit the sense of the following words; Section headings do not affect interpretation hereof; these Terms will not be construed to our disadvantage for preparing them.