Terms of Service
Effective date: June 22nd, 2025
Version: 1.0
Website: www.horshare.club
1. Definitions
Unless otherwise indicated, the following capitalized terms shall have the meanings set forth below:
● “Platform” means the digital infrastructure operated by MR Group S.r.l., accessible at www.horshare.club, enabling the tokenization of horse ownership shares and the management of related content and community features.
● “User” means any individual or entity who accesses or uses the Platform, including but not limited to Issuers and Buyers.
● “Issuer” means a User who initiates the tokenization of a horse and offers ownership shares via ERC-1155 tokens.
● “Buyer” means a User who acquires one or more ownership tokens either directly from an Issuer or on the secondary market.
● “Token” means an ERC-1155 standard token created on the Ethereum-compatible blockchain to digitally represent a share in the ownership of a specific horse.
● “Ownership Share” means a percentage of legal or beneficial ownership of a horse represented digitally by a Token.
● “Wallet” means a non-custodial blockchain wallet with an underlying Smart Contract Wallet based on ERC 4337 Standard generated or used by the User to receive and manage Tokens.
● “Token-Gated Area” means the section of the Platform accessible only to verified holders of specific Tokens, providing access to exclusive content and features.
● “KYC/AML Procedures” means identity and anti-money laundering checks required by Horshare for compliance and access to services.
2. Scope of the Platform
2.1 Horshare S.r.l. (“Horshare”, “we”, “us”, “our”) operates a blockchain-based technical platform (the “Platform”) that enables Users to interact with tokenized fractional ownership interests in racehorses and to access related digital services. Through the Platform, registered Users may:
● Mint ERC-1155 standard tokens (“Tokens”) representing fractional ownership interests in identified racehorses;
● Purchase Tokens directly from Issuers through an integrated fiat-to-crypto on-ramp solution (currently provided by Transak), using supported payment methods such as credit or debit cards;
● Generate and manage non-custodial blockchain wallets using the Platform interface;
● Access exclusive digital content, including updates, veterinary information, administrative data, and multimedia materials related to the horses linked to their Tokens;
● Participate in a Token-Gated Area that includes private community forums and other features reserved to verified Token holders;
● Register externally acquired Tokens (whether purchased peer-to-peer or via third-party marketplaces) and complete identity verification procedures to activate associated access rights on the Platform.
2.2 Horshare acts solely as a technical service provider and infrastructure operator. It is not a party to any Token sale, transaction, or legal transfer of ownership between Users, whether on or off the Platform, and does not provide legal, financial, or investment advice.
2.3 All horse-related content made available through the Platform is provided by the Issuers and uploaded by Horshare upon their instruction. Horshare shall bear no responsibility or liability for the accuracy, completeness, or truthfulness of any such content.
2.4 Ownership of a Token does not in itself grant the right to access gated content or services. Such access is conditional upon the successful completion of identity verification and wallet linking procedures, as further specified in Section 3 of these Terms.
3. Eligibility and Account Registration
3.1. Access to the Platform is reserved to individuals who are at least eighteen (18) years of age and possess full legal capacity under the laws applicable to their country of residence.
3.2. As a condition of use, all Users must complete identity verification procedures in accordance with Horshare’s Know Your Customer (KYC) and Anti-Money Laundering (AML) compliance requirements. Such procedures are conducted through a third-party verification service provider. Horshare reserves the right to deny, restrict, suspend, or terminate access to any User who fails, refuses, or delays completion of such procedures, or whose identity cannot be sufficiently verified.
3.3. Each User is required to generate a non-custodial blockchain wallet through the Platform’s embedded wallet infrastructure. Horshare does not store or manage Users’ private keys, recovery phrases, or access credentials. Users are solely responsible for safeguarding their access credentials. Loss of access to the wallet or associated recovery materials may result in the permanent and irreversible loss of any Tokens held therein.
3.4. Users are not permitted to connect external wallets to the Platform or to transfer control of their wallet to any third party. Each wallet and account is intended for the exclusive use of the registered User and may not be shared, delegated, or used by any other individual or entity.
3.5. Users who acquire Tokens outside the Platform (e.g., via peer-to-peer or third-party marketplaces) shall not be entitled to access any Platform services or Token-Gated features until they have registered an account, linked their wallet, and completed KYC procedures to the satisfaction of Horshare. Until such verification is complete, the Token shall be considered functionally inactive for the purposes of Platform access.
3.6. Users shall be solely responsible for any activity carried out through their account or wallet, whether authorized or unauthorized. Horshare shall bear no liability for any loss, damage, or unauthorized use resulting from the misuse, theft, or compromise of a User’s account, wallet, or access credentials. Users shall indemnify and hold harmless Horshare from and against any claims, liabilities, or damages arising from fraudulent or improper use of their account.
4. Token Ownership and Functionality
4.1. Each ERC-1155 token (“Token”) issued through the Platform represents a digital certificate that verifies the ownership, by the registered User, of a fractional interest in a specific racehorse, as governed by a separate private agreement between the Token issuer and the buyer. Tokens do not constitute, by themselves, a legally enforceable ownership title under applicable Italian law or any other jurisdiction.
4.2. The Token may entitle its verified holder to access certain features on the Platform, including but not limited to:
● Multimedia content and updates related to the relevant horse;
● Participation in a gated community forum dedicated to Token holders;
● Viewing of administrative, veterinary, and sporting data relating to the horse.
However, Tokens do not confer any direct rights to receive financial distributions, income, or a share of race winnings or resale value, unless explicitly granted under separate contractual arrangements made outside the Platform. The Platform does not manage, distribute or allocate any such revenues.
4.3. The functional use of a Token on the Platform (including access to gated content or features) is strictly personal to the verified User and conditional upon completion of the KYC and wallet-linking procedures described in Section 3. Any transfer of a Token to another person shall not result in the automatic transfer of Platform-related rights. Such rights shall become effective for the transferee only after registration and successful identity verification.
4.4. Horshare reserves the right to restrict, suspend, revoke or burn Tokens in specific circumstances, including but not limited to:
● Technical errors or duplicated issuance;
● Regulatory or compliance concerns;
● Violations of these Terms or fraudulent behavior;
● Issuer’s request in the event of an operational mistake or administrative necessity.
4.5. A User may hold multiple Tokens linked to different horses. Token functionalities and access rights shall be governed individually per horse, and no aggregated governance or cross-token voting mechanism is currently implemented on the Platform.
5. Use of the Platform and Token-Gated Area
5.1. The Platform includes a restricted-access area (the “Token-Gated Area”) which is available exclusively to Users who (i) hold at least one valid Token in their verified wallet, and (ii) have successfully completed the KYC procedures as set forth in Section 3.
5.2. The Token-Gated Area may provide access to a variety of content and features associated with the specific racehorse linked to the Token, including:
● Multimedia materials (e.g., images, videos, race reports, veterinary updates);
● Informational content related to the horse’s status, training, or competition schedule;
● Interactive features such as private community discussions, surveys, or opinion polls limited to Token holders.
5.3. Content made available within the Token-Gated Area is provided and uploaded directly by the Issuers. Horshare does not guarantee the accuracy, completeness, or frequency of such content and shall not be liable for any omissions, delays, or inaccuracies therein.
5.4. Horshare reserves the right to moderate the Token-Gated Area and may, at its sole discretion, remove content or restrict access by any User who violates community standards, engages in abusive, offensive, or fraudulent behavior, or otherwise disrupts the normal use of the Platform. Access to the Token-Gated Area may be suspended or permanently revoked, without refund or compensation, in case of repeated or serious violations.
5.5. Possession of a Token alone does not entitle the holder to access the Token-Gated Area unless and until the holder has completed all required registration and identity verification procedures. Any Token held in a non-verified wallet shall be considered inactive for purposes of accessing gated content and functionality.
5.6. Horshare reserves the right to modify, suspend, or terminate access to the Token-Gated Area or any of its features, either globally or on a per-horse basis, at any time and without prior notice, in case of technical, legal, or administrative necessity.
6. Token Transfers and Secondary Sales
6.1. Users are permitted to transfer or sell their Tokens freely, including via decentralized platforms, peer-to-peer transactions, or third-party marketplaces, provided that such transfers comply with applicable laws and these Terms.
6.2. The transfer of a Token does not automatically entitle the recipient to access any Platform services or Token-Gated features. The recipient must first register an account on the Platform, link the relevant wallet, and successfully complete Horshare’s KYC procedures. Until such steps are completed, the Token shall be considered functionally inactive for all Platform purposes.
6.3. The User transferring a Token (the “Seller”) acknowledges that, upon completion of the transfer, they no longer hold any rights associated with such Token, including access to the Token-Gated Area or any informational or interactive content. The Seller is encouraged to inform the recipient of the need to register and verify their identity on the Platform in order to activate the Token’s associated functionalities.
6.4. Horshare shall bear no responsibility or liability in relation to any secondary sales or transfers of Tokens, including:
● the negotiation, price, terms, or execution of any such transaction;
● the identity, conduct, or solvency of any buyer or seller;
● the enforceability of any off-chain agreement associated with the Token;
● any dispute arising between past and future holders of the Token.
6.5. Horshare may, in certain circumstances, restrict the functional use of a Token on the Platform (e.g., suspend access or prevent interaction with Token-Gated content) where such Token is found to be:
● associated with fraudulent activity;
● subject to a regulatory inquiry or compliance flag;
● the result of technical error or unauthorized duplication.
6.6. Notwithstanding any transfer, all Platform rights associated with a Token remain subject to these Terms and are enforceable only by and against Users who have completed the required registration and verification procedures.
7. Intellectual Property
7.1. The Platform and all content made available therein, including but not limited to software code, user interface elements, design layouts, text, graphics, logos, trademarks, images, video, audio materials, metadata, and documentation (collectively, the “Platform Content”), are the exclusive property of MR Group S.r.l. or its licensors and are protected by applicable intellectual property laws, including but not limited to copyright, trademark, and trade secret laws.
7.2. By uploading, submitting, or otherwise making available any content on or through the Platform (including, but not limited to, media files, horse data, logos, descriptions, or branding materials), each User—including without limitation each Issuer—grants to Horshare a worldwide, royalty-free, non-exclusive, sublicensable, and transferable license to use, reproduce, publish, display, distribute, and adapt such content solely for the purposes of operating, marketing, improving, and promoting the Platform and its services.
7.3. Users represent and warrant that they have all necessary rights, licenses, and permissions to grant the license described in Section 7.2 and that such content does not infringe upon the intellectual property or other rights of any third party. Users shall indemnify and hold harmless Horshare from and against any claims, damages, or liabilities arising from a breach of this representation.
7.4. Unless expressly authorized in writing by Horshare, Users are strictly prohibited from copying, reproducing, modifying, distributing, publicly displaying, or otherwise exploiting any Platform Content or gated content accessed via Token ownership. Any unauthorized use of Platform Content shall constitute a material breach of these Terms and may result in legal action and/or account suspension.
7.5. Horshare respects the intellectual property rights of others and expects Users to do the same. If any person or entity believes that content available on the Platform infringes their copyright, trademark, or other protected right, they may submit a written notice to legal@horshare.club including:
● Identification of the protected work claimed to be infringed;
● A description of the allegedly infringing content and its location on the Platform;
● Contact information of the complaining party;
● A signed declaration of good faith belief that the use is unauthorized.
Upon receipt of a valid notice, Horshare will investigate the claim and may remove or disable access to the disputed content at its sole discretion.
8. Risk Disclosure and Disclaimers
8.1. No Financial, Legal, or Investment Advice
The Platform and all related services are provided for informational and technical purposes only. Horshare does not provide any form of investment, legal, tax, or financial advice. Nothing contained on the Platform, including the issuance, purchase, holding, or transfer of any Token, shall be interpreted as a solicitation, recommendation, or offer to invest in any asset or to enter into any financial transaction. Users are solely responsible for conducting their own due diligence and obtaining independent advice before engaging in any transaction involving Tokens.
8.2. Tokens Are Not Financial Instruments
Tokens issued on the Platform are ERC-1155 standard digital assets deployed on the Polygon blockchain. They are not securities, financial instruments, investment contracts, or collective investment schemes within the meaning of applicable laws and regulations, including but not limited to Italian law and relevant European Union frameworks. Token ownership does not entitle Users to any form of financial return, dividend, income, or participation in profits.
8.3. Blockchain and Wallet Risks
The Platform integrates non-custodial wallet infrastructure. Users are solely responsible for maintaining the security of their private keys, recovery phrases, and access credentials. Horshare has no access to and cannot restore, recover, or intervene in the management of Users’ wallets. Loss of credentials may result in the permanent and irreversible loss of access to Tokens.
8.4. Technology and Infrastructure Risks
Use of blockchain-based systems involves inherent risks, including but not limited to software bugs, network congestion, blockchain reorganization, protocol vulnerabilities, or third-party exploits. Horshare does not guarantee continuous, uninterrupted, or error-free operation of the Platform or any smart contract deployed on Polygon or any other blockchain.
8.5. No Guarantee of Value or Liquidity
Tokens may have no inherent or market value and may be illiquid or non-transferable under certain circumstances. Horshare does not make any representation or guarantee regarding the future marketability, price, utility, appreciation, or resale potential of any Token. Users acquire and hold Tokens entirely at their own risk.
8.6. Regulatory Uncertainty and Future Compliance
Blockchain technologies and token-based platforms are subject to evolving legal and regulatory frameworks. Horshare reserves the right to modify, suspend, or restrict functionalities of the Platform and/or access to Tokens in order to comply with current or future legal obligations, including but not limited to regulations under the EU Markets in Crypto-Assets (MiCA) Regulation or equivalent frameworks. Such changes may occur without prior notice and without any obligation of indemnity or compensation to Users.
8.7. Exclusion of Liability
To the fullest extent permitted by law, Horshare disclaims all liability for any direct, indirect, incidental, consequential, or special loss or damage arising out of or in connection with:
● the use or inability to use the Platform;
● the acquisition, storage, or transfer of Tokens;
● the malfunction or loss of access to a Wallet;
● any reliance placed by Users on Platform content or external information;
● regulatory changes affecting the Platform or the usability of Tokens.
9. User Acknowledgment Statement
9.1. By creating an account on the Platform, generating a Wallet, or acquiring any Token, the User expressly acknowledges and agrees that:
a) they have read, understood, and accepted the risk disclosures and disclaimers outlined in Section 8 of these Terms;
b) they understand that Tokens do not constitute securities, financial instruments, or investment products, and do not grant rights to receive any financial return or participate in any revenue distribution;
c) they are solely responsible for safeguarding their Wallet credentials, and that Horshare cannot access, retrieve, or restore any lost or compromised access;
d) they bear full responsibility for any decision to purchase, hold, or transfer Tokens, and accept that such actions are inherently risky and may result in the total loss of value or utility;
e) they understand that access to Platform features and services is conditional upon successful completion of identity verification (KYC) and wallet linking procedures;
f) they agree that Horshare may adapt or limit Platform functionalities at any time in order to comply with evolving legal, regulatory, or technical requirements.
9.2. The User further acknowledges that Horshare provides a technical platform only and does not act as an intermediary, agent, or guarantor in any transaction involving Tokens.
9.3. Failure to agree to the terms of this User Acknowledgment Statement shall result in the immediate termination of access to the Platform and its services.
10. Suspension and Termination
10.1. Horshare reserves the right to suspend, restrict, or permanently terminate a User’s access to the Platform, in whole or in part, with or without notice, under any of the following circumstances:
a) failure to complete or maintain compliance with identity verification (KYC) procedures;
b) violation of any provision of these Terms;
c) suspected fraud, abusive conduct, or unauthorized activity involving the User’s account or Wallet;
d) involvement in unlawful behavior, including but not limited to money laundering, terrorist financing, or the use of the Platform in violation of applicable laws or regulations;
e) issuance of a legal order or request by competent authorities requiring Horshare to restrict access.
10.2. In the event of suspension or termination under this Section:
a) the User shall retain control over their Wallet and any Tokens held therein;
b) however, the User shall no longer be entitled to access the Platform, the Token-Gated Area, or any services or content associated with the Token, unless and until Horshare reinstates access following verification or remediation.
10.3. Termination of access does not affect the validity of any contractual agreements entered into between the User and other parties (e.g., Token Issuers), nor does it relieve the User of any obligations incurred prior to the termination.
10.4. Horshare shall not be liable for any damages, direct or indirect, arising from the suspension or termination of access in accordance with this Section.
10.5. Users whose access has been terminated may contact Horshare at legal@horshare.club to request clarification, submit documentation, or initiate a review procedure. Horshare is under no obligation to reinstate access.
11. Governing Law and Dispute Resolution
11.1. These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Italian Republic, without regard to its conflict of laws principles.
11.2. The courts of Milan, Italy shall have exclusive jurisdiction to resolve any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, or the use of any Token, including its validity, interpretation, enforcement, or termination.
11.3. Notwithstanding the foregoing, Horshare reserves the right to initiate legal proceedings against any User in the jurisdiction in which that User resides or maintains assets, if deemed appropriate in the circumstances.
11.4. Users and Horshare may mutually agree, on a voluntary and case-by-case basis, to attempt to resolve disputes through alternative dispute resolution (ADR) mechanisms, including mediation or online dispute resolution (ODR), prior to initiating court proceedings. Any such attempt shall not preclude or limit the right of either party to seek judicial relief at any time.
12. Amendments
12.1. Horshare reserves the right to amend, update, or modify these Terms at any time, in whole or in part, at its sole discretion and for any reason, including but not limited to changes in legal, regulatory, technical, or business requirements.
12.2. Any material changes to these Terms will be communicated to Users via the Platform interface, email notification, or other appropriate means of communication, at least ten (10) calendar days prior to their effective date, unless a shorter notice period is required due to urgent legal or security reasons.
12.3. Users are responsible for regularly reviewing the Terms. Continued access to or use of the Platform after the effective date of any amendment shall constitute the User’s binding acceptance of the updated Terms.
12.4. If a User does not agree to the amended Terms, they must discontinue use of the Platform and associated services prior to the effective date. In such case, the User shall retain control of any Tokens held in their Wallet but shall not be entitled to access Platform functionalities that require acceptance of the updated Terms.
13. Contact and Notices
13.1. Any legal notices, communications, or inquiries related to these Terms, the Platform, or Token-related matters shall be sent in writing to the following address:
MR Group S.r.l.
Registered Office: [To be completed]
Email: legal@horshare.club
13.2. Horshare may send legal or operational notices to Users by:
● email, using the address provided during account registration;
● notifications within the Platform interface;
● publication on the Platform’s official website.
13.3. Notices shall be deemed delivered:
● upon successful email transmission to the recipient’s registered email address;
● immediately upon publication within the User’s account interface or on the Platform website.
13.4. Users are responsible for ensuring that their contact details are accurate and up to date at all times. Horshare shall not be liable for any failure of notice due to incorrect or outdated contact information provided by the User.
14. Data Protection and Privacy
14.1. Horshare processes personal data of Users in its capacity as data controller, in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR) and other applicable data protection laws.
14.2. The collection and processing of personal data are necessary for the purposes of:
● verifying user identity and fulfilling Know Your Customer (KYC) and Anti-Money Laundering (AML) requirements;
● enabling the creation of non-custodial wallets and registration of Token holders;
● generating and executing Token-related ownership agreements and certificates;
● granting access to Platform functionalities, including gated content and user-specific services;
● complying with applicable legal and regulatory obligations.
14.3. Users must provide accurate and up-to-date personal information. Failure to do so may result in restricted access to the Platform and/or the inability to complete Token purchases or ownership recognition.
14.4. Users may exercise their rights under the GDPR (including access, rectification, deletion, restriction, portability, and objection) by contacting Horshare at legal@horshare.club.
14.5. For more information about how personal data is collected, used, shared, and protected, Users are invited to consult the Platform’s Privacy Policy, available at: [link to privacy policy].
15. Contract Generation and Electronic Execution
15.1. By acquiring Tokens through the Platform, Users expressly authorize Horshare to generate personalized ownership agreements and digital certificates in their name, based on the information provided during the identity verification process.
15.2. Such agreements may be executed by means of:
● secure electronic signature systems provided by third-party providers;
● or digital acceptance mechanisms, such as “click-to-accept” confirmations.
15.3. Users acknowledge that these methods of execution are legally binding under applicable laws, including Italian Legislative Decree No. 82/2005 (Codice dell’Amministrazione Digitale), Regulation (EU) No. 910/2014 (eIDAS Regulation), and other relevant provisions.
15.4. Horshare may store executed contracts in digital form and make them available to the parties, who agree to their evidentiary value in the context of any legal or administrative proceeding.
16. Taxes and Legal Compliance
16.1. Users are solely responsible for complying with any tax, reporting, or legal obligations arising from their acquisition, holding, transfer, or disposal of Tokens.
16.2. Horshare does not provide tax, legal, or accounting advice and shall not be held liable for any failure by Users to determine, report, or settle applicable taxes, including but not limited to income taxes, capital gains taxes, inheritance taxes, or indirect taxes (such as VAT or stamp duties).
16.3. Users should consult with a qualified tax advisor to assess the implications of their activities on the Platform in their relevant jurisdiction.
17. Payment Processing and Fiat-to-Crypto Conversion
17.1. Purchases of Tokens on the Platform are facilitated through a fiat-to-crypto on-ramp solution operated by a third-party payment service provider, currently Transak. Users making payments via fiat currency (e.g., credit or debit card) will be redirected to Transak’s user interface to complete the transaction.
17.2. Horshare is not a party to the payment transaction and does not control or manage the processing of payments, the conversion of fiat into cryptocurrency, or the associated identity and compliance checks carried out by the payment provider. Users must review and accept Transak’s applicable terms of service and privacy policy before initiating any payment.
17.3. Users remain solely responsible for:
● ensuring the accuracy and validity of the payment details submitted;
● completing any KYC, AML, or identity verification processes required by Transak;
● reviewing any applicable transaction fees, exchange rates, and confirmation timelines.
17.4. Horshare disclaims all liability for:
● any delay, error, or failure in the execution or settlement of payments;
● any incorrect conversion, pricing discrepancy, or fee applied by the payment provider;
● any interruption or malfunction of the third-party on-ramp service.
17.5. The minting of the corresponding Token will occur only after the underlying cryptocurrency amount has been received and confirmed on-chain. The transaction shall be considered completed, and the Token deemed delivered, only upon successful minting to the User’s Wallet. Horshare shall not be liable for failed mints resulting from incomplete or delayed payment confirmation.