Terms and conditions

These Terms of Use are entered into by and between you and Tropical Racing, Inc., a Florida corporation (“Company,” “we,” “us,” or “our”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Terms”), govern your access to and use of www.tropicalracing.com, including any content, functionality, and services offered on or through www.tropicalracing.com (the “Portal”), whether as a guest or a registered user. Please read the Terms carefully before you start to use the Portal.

By accessing or using the Portal, or by clicking “accept” or “agree” when presented with that option, you agree to be bound by these Terms and our Privacy Notice (the “Privacy Notice”), found at https://app.tropicalracing.com/privacy, which is incorporated herein by reference. If you do not agree to these Terms or the Privacy Notice, do not access or use the Portal.

This Portal is offered and available only to users who are eighteen (18) years of age or older and who are “accredited investors,” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. By using the Portal, you represent and warrant that you are of legal age to form a binding contract with the Company and that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Portal.

We reserve the right, in our sole discretion, to revise and update these Terms from time to time. If we make changes to these Terms, we will provide notice of such changes, such as by providing notice through the Portal or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Portal, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review these Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Portal. If you do not agree to the revised Terms, you may not access or use the Portal.

To access certain features of the Portal, you are required to create and register an account on the Portal (your “Account”). You agree to provide accurate, current, and complete information when creating your Account and to promptly update such information as necessary.

You are responsible for maintaining the confidentiality and security of your Account credentials and for all activity conducted through your Account. You agree not to share your login or Account credentials with any third party and to promptly notify the Company of any unauthorized access to or use of your Account. The Company is not responsible for any loss or damage arising from your failure to maintain the security of your Account or credentials and reserves the right to disable any username, 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 these Terms.

The Portal is an online website owned and operated by the Company that provides you with a centralized location to browse, evaluate, and access investment opportunities involving fractional ownership interests in racehorses, stallions, and multi-horse investment “venture” packages (collectively, the “Horse Investments”). Through the Portal, you may review available investment opportunities, complete the investment process electronically, execute investment-related documents, and access information regarding your Horse Investments. We reserve the right to withdraw or amend the Portal, and any service or material we provide via the Portal, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Portal is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of the Portal for any user, including registered users. You are responsible for both: (1) making all arrangements necessary for you to have access to the Portal and (2) ensuring that all persons who access the Portal through your internet connection are aware of these Terms and comply with them.

Following your Horse Investment, the Portal enables you to manage and monitor your investment holdings by providing access to information and features that may include your ownership percentage, race schedules and results, earnings, distributions and other payouts, horse performance information, investment documents, portfolio summaries, and communications regarding your Horse Investments. The Portal is intended to provide you with a convenient, centralized interface for accessing investment opportunities and managing your Horse Investments. The features, functionality, content, and services available through the Portal may be modified, expanded, restricted, suspended, or discontinued by the Company at any time, with or without notice, in the Company’s sole discretion.

The Portal facilitates your purchase of fractional ownership interests in Horse Investments through the following process:

1. 1

   Choose units

   Horse Investments are offered through fractional ownership interests represented by units. You may review available Horse Investments and select the number of units you wish to purchase through the Portal.

2. 2

   See your purchase amount

   After selecting a Horse Investment, you will designate the total number of units you wish to purchase. The Portal will calculate the applicable purchase amount based on the number of units selected and the applicable offering terms.

3. 3

   Pay through our processor

   You will be directed to a third-party payment processor to complete payment for your selected units. All payments are processed in accordance with the payment procedure set forth in Section 8.

4. 4

   Sign with DocuSign

   Following successful payment processing, the Company will provide you with the applicable purchase agreement and related investment documents through DocuSign for electronic execution. Your purchase will not be complete until all required documents have been properly executed and accepted.

5. 5

   Recorded on the ownership ledger

   Upon completion of the payment process and execution of the applicable investment documents, your ownership interest in the applicable Horse Investment will be recorded in the ownership ledger for such Horse Investment, which will serve as the record of ownership for the applicable Horse Investments.

You may use the Portal only for lawful purposes and in accordance with these Terms. You agree that you will not, and will not permit, encourage, authorize, induce, or assist any third party to, directly or indirectly:

1. (a)access, use, copy, reproduce, distribute, publicly display, publicly perform, transmit, broadcast, syndicate, sublicense, sell, rent, lease, loan, or otherwise exploit the Portal, in whole or in part, except as expressly permitted by Section 12;
2. (b)use manually or through any automated means, any robot, spider, scraper, crawler, automated query tool, headless browser, browser-extension scraper, screen-capture utility, OCR tool, harvester, data miner, or other means to access, monitor, query, index, copy, reproduce, or extract any portion of the Portal for any purpose, including, without limitation, for the purpose of developing, training, testing, fine-tuning, validating, benchmarking, improving, or operating any artificial intelligence, machine learning, large language model, generative AI system, automated decision-making system, algorithm, or other computational model;
3. (c)circumvent, bypass, defeat, attempt to circumvent, or interfere with any authentication, access control, rate-limit, CAPTCHA, robots.txt directive, paywall, geofence, or other technical or contractual measure used to control or restrict access to the Portal, or assist any third party in doing so, including by trafficking in any tool or service that is primarily designed or marketed for that purpose;
4. (d)use shared, recycled, pooled, or fictitious credentials, or use credentials issued to another person, to access the Portal;
5. (e)frame, mirror, deep-link, embed, hotlink, or proxy any portion of the Portal, or pass off the Portal or any output of the Portal as your own;
6. (f)modify, translate, adapt, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, algorithms, methodologies, weights, formulas, or trade secrets underlying any portion of the Portal;
7. (g)remove, alter, or obscure any copyright, trademark, service mark, watermark, attribution, or other proprietary notice on or in any portion of the Portal;
8. (h)use the Portal to develop, train, test, fine-tune, evaluate, benchmark, or improve any competing product or service;
9. (i)aggregate, compile, combine, merge, blend, or commingle any Portal with data from any other source for the purpose of producing a derivative compilation, regardless of whether you also draw on data obtained from other sources;
10. (j)use any Portal, or any data, information, or output derived from or based in whole or in part on any Portal, as an input to, training corpus for, or component of any compilation or product offered, marketed, or distributed to any third party;
11. (k)interfere with, disrupt, overload, impair, or attempt to gain unauthorized access to, the Portal or any servers, networks, systems, or accounts connected to the Portal, including by means of any denial-of-service or distributed denial-of-service attack, credential stuffing, brute force, injection, or similar technique, including, without limitation, the introduction of any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
12. (l)use the Portal in violation of any applicable law or regulation, or to harass, defame, threaten, stalk, or harm any person;
13. (m)misrepresent your affiliation with any person or entity, impersonate any person, or create or use any account in violation of these Terms; or
14. (n)encourage, facilitate, induce, or assist any third party to do any of the foregoing.

By accepting these Terms and/or accessing or using the Portal, you represent, warrant, and covenant to the Company that:

• You are at least eighteen (18) years of age, have the legal capacity and authority to enter into these Terms.
• You are, and at the time of each investment opportunity you participate in will be, an “accredited investor,” as defined under Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, and all information you provide in connection with verifying your accredited investor status is accurate, current, and complete.
• All information and documentation you provide to the Company or any of its third-party service providers in connection with identity verification, anti-money laundering, sanctions screening, know-your-customer requirements, or any other legal or regulatory compliance process is accurate, current, and complete. You agree to promptly provide any additional documentation reasonably requested by the Company to comply with applicable law or regulatory requirements.
• All information you provide in connection with creating or maintaining your Account on the Portal, including your name, contact information, financial information, payment information, and any other information submitted through the Portal, is accurate, current, and complete, and you will promptly update such information if it changes.
• You acknowledge and agree that the Company and the Portal do not provide investment, legal, tax, accounting, or financial advice or recommendations, and nothing made available through the Portal constitutes a recommendation or solicitation that you purchase any particular investment. You are solely responsible for evaluating each investment opportunity or for making your own independent investment decisions, including consulting your own professional advisers.
• Your access to and use of the Portal, and your participation in any investment opportunity, comply with these Terms, and any and all laws, rules, and regulations applicable to you.

To purchase units in an offering available through the Portal, you must select the number of units you wish to purchase and complete the payment process through the Portal. All payments are processed through a third-party payment processor.

The Company does not collect, process, or store your payment card information, bank account information, or other payment credentials; rather, such information is collected and maintained by Company’s third-party payment processor in accordance with its applicable terms and privacy policies. The Company receives only limited transaction information necessary to administer payments through the Portal, which may include your customer identifier, transaction identifier, payment account, and payment status. By submitting your payment, you authorize Company’s third-party payment processor to process the payment using the payment method you provide and authorize the Company to receive and use such information for purposes related to administering your purchase.

In order to protect your data and facilitate Portal functions, you acknowledge that we may receive information about your use of the Portal, including, without limitation, your identity information, financial and transaction information, signature evidence, communications and marketing information, AI assistant conversation history linked to your Account, the type of device you have and its operating system details, and metadata regarding how you or your system interacts with the Portal.

All information collected on the Portal is subject to the Privacy Notice, which is attached hereto as Exhibit A or can be found at https://app.tropicalracing.com/privacy. By using the Portal, you consent to all actions taken with respect to your data that is collected and stored by the Portal and/or the Company, so long as such actions comply with the Privacy Notice.

The Portal may utilize third party service providers to support certain features and functionality. Your use of certain third-party services may be subject to additional terms, conditions, and privacy policies provided by those third parties. The Company does not control and is not responsible for the availability, performance, or security of any third-party provider. Information collected, used, or shared in connection with third-party services is handled in accordance with the Privacy Notice.

By accepting these Terms and/or accessing or using the Portal, you consent to receive communications, notices, disclosures, agreements, records, and other documents from the Company electronically, including through the Portal, email, DocuSign, or other electronic delivery methods.

Additionally, you consent to the use of electronic signatures and acknowledge that any electronic signature provided by you through DocuSign or any other electronic signature provider are legally binding and have the same force and effect as a handwritten signature, to the maximum extent permitted by applicable law, including the Electronic Signatures in Global and National Commerce Act and any applicable state electronic transactions laws. You agree that electronically executed agreements and documents will be considered originals and enforceable to the fullest extent permitted by applicable law.

You may withdraw your consent to receive communications electronically by contacting the Company at support@tropicalracing.com. However, withdrawing your consent may limit or prevent your ability to access certain features on the Portal. Withdrawal of your consent will not affect the validity or enforceability of electronic communication or documents previously provided or electronically executed. Your withdrawal of consent will be effective after we have had a reasonable opportunity to process it.

Subject to your full and continuing compliance with these Terms, the Company grants you a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Portal (the “License”). Unless explicitly stated in writing by us, nothing in these Terms shall be construed as conferring any right or license to any patent, copyright, trademark or other proprietary or intellectual property right in or related to the Portal or any third party, whether by estoppel, implication or otherwise. The Company may suspend or terminate this License at any time, with or without notice. This License terminates automatically and without notice upon any breach of these Terms; provided, that upon any termination of this License, you must immediately cease all use of the Portal.

The Portal and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by applicable United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms permit you to use the Portal only in the manner expressly permitted by these Terms. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Portal, except as expressly permitted by these Terms.

In addition, “Tropical Racing, Inc.,” the Company logo, [any other trademarks], and other names, logos, taglines, and indicia used in connection with the Portal are trademarks or service marks of the Company or its licensors. Nothing in these Terms grants you any right or license to use any such trademarks or service marks.

The Company respects the intellectual property rights of others and expects users to do the same. If you believe that material on the Portal infringes your copyright, please send a notice that complies with the Digital Millennium Copyright Act to our designated agent at the address set out in the contact information for Tropical Racing, Inc., or by email to support@tropicalracing.com with the subject line “DMCA Notice.” The Company may, in appropriate circumstances, terminate the Accounts of users who are repeat infringers.

We have the right to take any action that we deem necessary or appropriate, in our sole discretion, to protect the operation, goodwill, and use of the Portal, including, without limitation:

1. (a)Remove content if we believe that such content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Portal or the public, or could create liability for the Company.
2. (b)Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Portal.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or any court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Portal.

The Company may suspend, restrict, or terminate your access to the Portal, in whole or in part, at any time and for any reason or no reason, with or without notice and with or without liability, including upon any actual or suspected violation of these Terms. Upon termination, the licenses granted to you under these Terms will immediately terminate and you must cease all access to and use of the Portal. Sections 4, 6, 7, 8, 9, 10, 11, 13, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 24, and any other provision that by its nature should survive, will survive any termination of these Terms.

You acknowledge that any breach of Sections 3, 4, 5, 6, 7, 8, 9, 10, and 11, of these Terms would cause the Company irreparable harm for which monetary damages alone would be inadequate, and you agree that the Company will be entitled to seek temporary, preliminary, and permanent injunctive and other equitable relief to enforce those Sections, without the requirement of posting a bond or showing actual damages, in addition to all other remedies available at law or in equity. You waive any defense to such relief based on adequacy of remedy at law or absence of irreparable harm.

In any action or proceeding arising out of or relating to these Terms, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs.

Warranty disclaimer

Investment disclaimer

Investments in Horse Investments involve significant risks, including the potential loss of some or all of your investment.

The Company and the Portal do not make any representation, warranties, or guarantees regarding any Horse Investment, including any investment opportunity, horse, issuer, offering materials, financial projections, performance information, earnings, distributions, or potential return on investment. Any information regarding Horse Investments made available through the Portal is provided for informational purposes only and should not be relied upon as a guarantee of investment performance or results. The Company does not control and does not guarantee the performance or outcome of any Horse Investment and does not guarantee that any investment will generate income, distributions, or any return of capital. You acknowledge and agree that investments in Horse Investments involve significant risks, including the potential loss of some or all of your investment. The value, performance, earnings, and distributions associated with any Horse Investment may be affected by numerous factors, including many factors outside of the Company’s control.

In addition to and without limiting the obligation to hold harmless the Company under Section 15, to the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Portal, the Company, and their respective past, present and future employees, officers, directors, members, managers, contractors, equity holders, parent companies, subsidiaries, affiliates, licensors and suppliers (collectively, “Portal Parties”) harmless from any damages, liabilities, claims, demands, awards, judgments, losses, fees, expenses, and costs of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or in equity, whether in tort, contract, or otherwise (collectively, “Claims”) arising out of or relating to: (i) any misuse of the Portal by you or anyone you authorize; (ii) your violation of these Terms or any other applicable terms, policies, warnings, or instructions provided by the Portal; or (iii) your violation of any law or the rights of a third party.

You agree to promptly notify the Portal of any Claims, cooperate with defending such Claims (including, but not limited to, attorneys’ fees and expenses, court costs, costs of settlement and costs of pursuing indemnification and insurance). You further agree that Portal Parties shall have control of the defense or settlement of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Portal or the Company.

These Terms and any dispute arising out of or relating to these Terms or the Portal will be governed by and construed in accordance with the laws of the State of [Florida], without regard to its conflict-of-laws principles, and, where applicable, by federal laws of the United States.

Agreement to arbitrate disputes

Any claim, dispute or controversy of any kind, regardless of the type of claim or legal theory or remedy (collectively, “Portal Claims”) by either you, on one hand, or us, on the other hand, against the other arising from, relating to or in any way concerning these Terms, the Portal, the Company or any other services you receive from us shall, at the demand of either party, be resolved by confidential binding arbitration. This agreement to arbitrate also includes, without limitation: (i) Portal Claims relating to the enforceability or interpretation of any of these arbitration provisions; (ii) Portal Claims by you, and also Portal Claims made on your behalf or connected to you, such as an employee, representative, agent, predecessor, successor, heir, assignee or trustee in bankruptcy; (iii) Portal Claims that relate directly to us, and/or to our parents, affiliates, successors, assignees, employees, and agents; and (iv) Claims asserted as part of a class action, private attorney general or other representative action. It is expressly understood and agreed to that the arbitration of such Portal Claims must proceed on an individual (non-class, non-representative) basis and the arbitrator may award relief only on an individual (non-class and non-representative) basis.

Notice of dispute

The party seeking arbitration must first notify the other party of the dispute in writing (the “Notice of Dispute”) at least sixty (60) days in advance of initiating arbitration. Notice to us must be sent to Tropical Racing, Inc., 1740 Grassy Springs Rd, Versailles, KY 40383, Attn: Legal Department. The Notice of Dispute must include your name, address, and contact information, the facts giving rise to the dispute and the relief requested. You and we will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date of the Notice of Dispute is sent. After sixty (60) days, you or we may commence arbitration.

Administration of arbitration

If any dispute is not resolved by informal negotiation, any claim, dispute, or controversy will be, at the demand of either party, conducted exclusively by binding arbitration governed by the Federal Arbitration Act (“FAA”), and not state law. You are giving up the right to litigate (or participate as a party or class member in) all disputes in court before a judge or jury. Instead, all disputes will be resolved on an individual basis before a single, neutral arbitrator and the proceeding shall be confidential. The arbitrator will be either a lawyer admitted to practice law in his or her jurisdiction and with at least ten years’ experience in arbitrating disputes such as the one at hand or a retired or former judge selected in accordance with the rules of the AAA. The arbitrator is bound by the terms of this Agreement, and the arbitration shall be governed by the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes of the AAA, as modified by this Agreement (the “Arbitration Rules”).

All arbitration proceedings shall be conducted in English, and the FAA shall govern the interpretation, enforcement, and proceedings pursuant to this Section 21. The award shall be confidential and only disclosed as is necessary to obtain judgment or as otherwise required by law. You and we further agree that a judgment may be entered upon the award by any court having jurisdiction. The arbitration award shall determine the rights and obligations between the named parties only, and only in respect of the claims in arbitration, and shall not have any bearing on the rights and obligations of any other dispute.

Costs

The party initiating the arbitration shall pay the initial filing fee. If you file the arbitration and an award is rendered in your favor, we will reimburse your filing fee. All other fees and costs will be allocated in accordance with the Arbitration Rules. However, we will advance or reimburse filing and other fees if the arbitrator rules that you cannot afford to pay them or if you ask us and we determine there is a good reason for doing so. Each party shall bear the expense of their respective attorneys, experts, witnesses, and other expenses, regardless of who prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.

Right to resort to provisional remedies preserved

Nothing herein shall be deemed to limit or constrain our right to resort to self-help remedies or to comply with legal process, or to obtain provisional remedies such as injunctive relief, attachment or garnishment by a court having appropriate jurisdiction; provided, however, that you or we may elect to arbitrate any dispute related to such provisional remedies.

If for any reason a claim proceeds in court rather than through arbitration, you and we agree that there will not be a jury trial. You and we unconditionally waive any right to trial by jury in any dispute that in any way relates to or arises out of these Terms or from any services you receive from us. In the event of litigation, this paragraph may be filed to show a written consent to a trial by the court.

Tropical Racing offers two optional text message programs. Each needs its own consent; one program’s consent is never inferred from the other, and neither is a condition of purchase. Email, account creation, ownership, or another relationship with Tropical Racing does not by itself enroll you in text messages.

Frequency and charges

Message frequency varies based on account activity and the topics you select. Message and data rates may apply. Tropical Racing does not charge a separate fee, but your wireless carrier’s rates and terms apply.

Opting out and help

Reply STOP to any Tropical Racing text to stop that program. We may send one final message confirming the opt-out. Reply START to resume only if you want to give consent again. Reply HELP for assistance, email support@tropicalracing.com, or call +1 833 876-7428.

Delivery

Wireless carriers are not liable for delayed or undelivered messages. Delivery is not guaranteed. You are responsible for providing a mobile number you control and for updating or removing it if that changes.

No wagering or investment advice

Texts do not provide betting tips, wagering solicitations, investment recommendations, or an offer to buy or sell any security or ownership interest.

Privacy

We do not sell or rent mobile numbers or SMS opt-in information, and we do not share them with third parties or affiliates for their marketing or promotional purposes. See Privacy Policy Section 8.6.