TERMS OF SERVICE & CODE OF CONDUCT
Effective Date: January 22, 2019
Last Modified/Formally Reviewed: July 4, 2022
These Terms of Service and Code of Conduct constitute a legally binding agreement (“Agreement”) between you and Experiential Squared, Inc. dba MyRacehorse (“MyRacehorse,” “we,” “us” or “our”) governing your use of the website located at URL http://www.MyRacehorse.com and services therein (collectively, the “Website”), our mobile application titled “MyRacehorse” and services therein (collectively, the “App”) and Facebook pages associated with MyRacehorse and its services therein (collectively the “Facebook Pages”). The use of the Website, App or Facebook Pages and any service or functionality therein shall be referred to herein as the “Service.”
We reserve the right, at our sole discretion, to change or modify portions of this Agreement at any time without further notice. However, any changes to the dispute resolution provisions set out in section 16, Arbitration, will not apply to any disputes for which the parties have actual notice before the date the change is posted. Your continued use of the Service after any such changes constitutes your acceptance of the new Agreement. If you do not agree to abide by these or any future Agreement, do not use or access (or continue to use or access) the Service.
ONLY PERSONS OF LEGAL AGE (18 YEARS OF AGE OR OLDER) CAN ACCEPT THIS AGREEMENT AND CREATE AND/OR AUTHORIZE AN ACCOUNT TO USE THE WEBSITE AND THE APP. IF YOU ARE NOT AN ADULT YOU MAY NOT CREATE AND/OR AUTHORIZE AN ACCOUNT TO USE THE WEBSITE OR THE APP.
1. Access and Use of the Website
We reserve the right to withdraw or amend the Service, and any service or material we provide on the Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, or the entire Service, to users, including registered users with accounts at our sole discretion for any or no reason,
You are responsible for both:
- Making all arrangements necessary for you to have access to the Service.
- Ensuring that all persons who access the Service through your internet connection are aware of this Agreement and comply with it.
3. User Account, Password and Security
You are responsible for maintaining the confidentiality of your Service login credentials (user name, password, or any other piece of information as part of our security procedures) and are fully responsible for any and all activities that occur under your login credentials, as applicable. You agree to (a) immediately notify MyRacehorse of any unauthorized use of your Service login credentials, or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Website. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You may be held liable for losses incurred by MyRacehorse or any of its licensors or affiliates due to someone else using your account as a result of your failing to keep your account information secure and confidential. You may not use anyone else’s Service login credentials or account at any time without the express permission and consent of the holder of that account. MyRacehorse cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.
4. Use of Service
Subject to your performance of all of the provisions of this Agreement, MyRacehorse hereby grants you, a limited, terminable, personal, non-exclusive license to access and use the Service solely as provided herein. Notwithstanding anything to the contrary herein, all rights not specifically granted in the license set forth above shall be reserved and remain always with MyRacehorse. Your right to use the Service is not transferable. You will use the Service in accordance with all applicable laws. MyRacehorse may, without notice, terminate your access to the Service or take other actions as are reasonably necessary to comply with legal requirements and as necessary to protect MyRacehorse’s networks, information and the security and integrity of the App, the Website and/or our servers and networks or if we determine that you are misusing the Service or otherwise violating the terms of this Agreement.
5. Conditions of Use
You may use the Service only for lawful purposes and in accordance with this Agreement. You agree to not use the Service to:
- Interfere with or disrupt the App, Website or servers or networks connected to the App and/or Website, or disobey any requirements, procedures, policies, terms of service, agreements, or regulations of networks connected to the Service or associated with the Service.
- Violate any applicable local, state, national or international law, or any regulations having the force of law.
- Provide false information about yourself or impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
- Harvest or collect email addresses or other contact or personal information from the Service by electronic or other means for any purpose, including, but not limited to, the purposes of sending unsolicited emails or other unsolicited communications.
- Further or promote any criminal activity or enterprise or provide instructional information about illegal activities.
- Obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm the Company or users of the Service, or expose them to liability.
- Cause any third party to engage in the restricted activities above.
Additionally, you agree not to:
- Use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Service, including their ability to engage in real.
- Time activities through the Service.
- Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Website or App.
- Use any manual process to monitor or copy any of the material on the Service, or for any other purpose not expressly authorized in this Agreement, without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Service.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
- Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Service.
6. Code of Conduct
In addition to the items in Section 5 above, you agree that violating any of the items below creates cause for MyRacehorse to terminate or suspend any of the privileges outlined in Section 17 (Termination). The Code of Conduct herein is intended to protect the safety of the horse, of shareholders and third parties. It is also intended to ensure that MyRacehorse maintains regulatory compliance and an excellent reputation and relationship with trainers, farms, track personnel and others involved in the horse industry.
As a registered account holder of the Service you agree to follow the following Code of Conduct:
- Do not visit any MyRacehorse horse without a MyRacehorse representative present.
- Do not call, email or otherwise reach out to farms, trainers or others in the care or custody of any MyRacehorse horse for information about the horse. Any communications should go through a MyRacehorse representative.
- Do not ever enter the paddock or saddling enclosure related to any MyRacehorse horse without first winning a lottery. Winners of the lottery must be escorted by a MyRacehorse representative.
- Do not enter the winner’s circle when your MyRacehorse horse wins a race if there’s a track restriction and you have not won a lottery spot.
- While visiting a racetrack, comply with the track’s rules and dress requirements.
- Do not advertise the sale of any share in a MyRacehorse horse.
- Do not make any abusive, inflammatory, unfairly critical, untrue, slanderous, threatening or disrespectful comments on the MRH Facebook page, Facebook Pages, or any other public forum managed by MyRacehorse.
- Do not use the MRH Facebook page, Facebook Pages, or any MRH communities to solicit products and/or services for yourself or any other person or company.
- Do not attempt to claim a horse that you are a shareholder in.
- Do not share any owner information disclosed via horse updates (such as horse health, race placement, valuations, buyer interest, etc.) with any persons who are not shareholders.
- Respect fellow owners, MyRacehorse staff and anyone associated with MyRacehorse while using social media, visiting tracks or events that relate in any way to MyRacehorse.
By using this Service, you agree that violating any portion of the Code of Conduct is grounds to terminate or suspend any of the privileges outlined in Section 17 (Termination) with or without warning. In situations where MyRacehorse has reason to believe the violation was accidental, MyRacehorse will provide you with a warning via email or a call and an opportunity to cure the violation. A second violation of the Code of Conduct will result in suspension or termination of any privileges at the discretion of MyRacehorse.
If you are using the Service to purchase shares in a horse, tickets to shareholder-only hospitality events or related apparel/accessories, you agree to pay the amounts charged for such purchases (“Charges”). You are responsible for all Charges incurred under your account regardless of your awareness of such Charges or the amounts thereof. Charges may be facilitated through a third-party payment processing service (“Processor”) which MyRacehorse may replace without notice to you. Currently, credit card transactions on the Service are processed by Chase Paymentech and ACH transactions on the Service are processed by Payliance, and are subject to their applicable terms of service and privacy policies.
8. Obligation to Pay Charges.
When you use the Service to purchase shares in horses, tickets to shareholder-only hospitality events or related apparel/accessories you will be directed to our Processor for fulfillment of the applicable Charges. You hereby represent and warrant that (i) the credit card and banking information supplied to the Processor is true, correct and complete, (ii) payments for Charges made by you will be honored by your credit card company or depositary financial institution, as the case may be, and (iii) you shall pay for all Charges made under your account credentials using the Service.
9. Intellectual Property Rights
You acknowledge and agree that the Service contains content, tools, functionality, and features (“Content”) that are protected by intellectual property rights, including, as applicable, copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by MyRacehorse, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Content, in whole or in part. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Service or the Content other than as specifically authorized herein for personal, non-commercial use, is strictly prohibited.
The technology and software underlying the Service or distributed in connection therewith are the property of MyRacehorse, our licensors and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by MyRacehorse and/or its licensors. You further agree that the functionality and features of the Service represent valuable proprietary materials owned by MyRacehorse. The MyRacehorse name and logos are trademarks and service marks of Experiential Squared, Inc. dba MyRacehorse (collectively the “MyRacehorse Trademarks”). Nothing in this Agreement or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of MyRacehorse Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of MyRacehorse Trademarks will inure to our exclusive benefit.
10. Links to other Sites
The Service may contain links to other independent third-party websites (“Linked Sites”). These Linked Sites are provided solely as a convenience to users of the Service. Such Linked Sites are not under MyRacehorse’s control, and MyRacehorse is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.
11. Content Standards
While utilizing the services of the Facebook Pages or posting content on the Facebook Pages, you will follow the requirements of Facebook, comply with all applicable federal, state, local, and international laws and regulations and, without limiting the foregoing, you must not post any content on Facebook Pages that:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
- Give the impression that they emanate from or are endorsed by MyRacehorse or any other person or entity, if this is not the case.
12. Risks of Horse Racing
MyRacehorse does not have or express any opinion on the value of the horses being offered. We provide tools to assist you in searching for horse information and locating an investment in a horse that might meet your personal criteria. Horse racing ownership is risky. Horses are living, breathing, fragile animals and no guarantees could ever be made about the outcomes of a certain investment in a racehorse. Most investments lose money, some break even, a few are profitable, and a very few, are extremely profitable.
YOUR USE OF THE SERVICE AND PURCHASE OF ANY SHARES IN A HORSE THROUGH THE SERVICE IS AT YOUR SOLE RISK. THIS SERVICE IS NOT A HORSE OR INVESTMENT RECOMMENDATION SERVICE, A HORSE OR INVESTMENT LOCATING SERVICE, OR AN INVESTMENT ADVISORY AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PROVIDED BY LAW, MYRACEHORSE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING THE SERVICE, SHARES IN HORSES OFFERED AND RELATED PRODUCTS WHICH MAY BE PURCHASED ON THE SERVICE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OF INVESTMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE AND DO NOT PROMISE ANY SPECIFIC FINANCIAL PERFORMANCE OR RESULTS FROM USE OF THE SERVICE AND/OR THE PURCHASE OR ANY SHARES IN HORSES AND RELATED PRODUCTS WHICH MAY BE PURCHASED ON THE SERVICE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
14. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PROVIDED BY LAW, MYRACEHORSE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MYRACEHORSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) ANY SHARES IN A HORSE OR OTHER PRODUCTS PURCHASED THROUGH THE SERVICE; OR (iii) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL MYRACEHORSE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID MYRACEHORSE IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
You will defend, indemnify, and hold MyRacehorse including our 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 use of the Service or purchases of shares in a horse or related products through this Service, including: (1) your breach of this Agreement; (2) your User Contributions; and/or (3) any other activities in connection with the Service. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
At MyRacehorse’s or your election, all disputes, claims, or controversies arising out of or relating to this Agreement or the Service that are not resolved by mutual agreement shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
The place of arbitration shall be Lexington, Kentucky. Hearings will take place pursuant to the standard procedures of the Commercial Arbitration Rules that contemplate in person hearings. Time is of the essence for any arbitration under this Agreement and arbitration hearings shall take place within 90 days of filing and awards rendered within 120 days. Arbitrator(s) shall agree to these limits prior to accepting appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. This arbitration clause shall not pertain to a dispute by a Member of an individual Series of My Racehorse CA, LLC that is governed by the Member’s adherence to the Amended and Restated Series Limited Liability Company Agreement of My Racehorse CA, LLC. In such a case the dispute resolution clause of that Agreement will control.
You agree that MyRacehorse, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service for any reason, including, without limitation, for lack of use or if MyRacehorse believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. We also may selectively suspend or terminate certain privileges associated with the Service, such as, but not limited to, the following:
- Your ability to attend any events or activities hosted or organized by MyRacehorse.
- Your ability to enter any lottery for paddock entry, winner’s circle entry, or any other activity requiring a lottery.
- Your ability to participate in the MyRacehorse Facebook Pages or any other online forum hosted or controlled by MyRacehorse.
Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Service, may also be referred to appropriate law enforcement authorities. MyRacehorse may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice, to you.
18. General Terms
This Agreement constitutes the entire agreement between you and MyRacehorse and governs your use of the Service, superseding any prior agreements between you and MyRacehorse with respect to use of the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. This Agreement will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and MyRacehorse agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Bernardino County, California. In the event a dispute arises regarding this Agreement or the use of the Service, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs incurred, in addition to damages and any other relief to which it is entitled.
The failure of MyRacehorse to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
You may not assign this Agreement without the prior written consent of MyRacehorse, but MyRacehorse may assign or transfer this Agreement, in whole or in part, without restriction. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to this Agreement or other matters by displaying notices or links to notices generally on the Service.
19. Questions? Concerns? Suggestions?
The Service is operated by Experiential Squared, Inc. dba MyRacehorse located at: 250 W. First Street Suite #256 Claremont CA, 91711. Please contact us at firstname.lastname@example.org to report any violations of this Agreement or to pose any questions regarding this Agreement or the Service.
For the latest version of this Agreement, please click here