Software License and Platform Use Agreement

1. Parties and Acceptance

This Software License and Platform Use Agreement (the "Agreement") is entered into by and between FastTrack, LLC ("Company," "we," "us," or "our"), operator of the FastTrack application and the website located at www.fasttrackequine.com, and the individual or entity registering for or using the FastTrack mobile and web application (the "Application") ("User," "you," or "your"). By creating an account, accepting an invitation to join the Application, or otherwise accessing or using the Application, you agree to be bound by this Agreement. If you do not agree, you may not access or use the Application.

This Agreement incorporates by reference the Company's Terms and Conditions and Privacy Policy, each of which forms part of the agreement between you and the Company.

2. Definitions

• "Application" means the software platform, mobile applications, and related services provided by the Company under the name FastTrack, including all associated content, features, and functionality.
• "User Roles" means the categories of accounts available on the Application: Trainer, Syndicate Manager, Owner, Syndicate Member, and Assistant Trainer, each with distinct access levels as described in Section 4.
• "Primary Account Holder" means a User registered as a Trainer or Syndicate Manager, who is directly responsible for a paid subscription.
• "Invited User" means a User registered as an Owner, Syndicate Member, or Assistant Trainer, whose access to the Application is initiated by a Primary Account Holder invitation.
• "User Content" means any data, records, media, images, video, notes, or other content uploaded, entered, or transmitted through the Application by a User.
• "Confidential Information" has the meaning given in Section 6.

3. License Grant

Subject to your compliance with this Agreement and payment of applicable fees, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Application for your own internal, personal, or business purposes related to horse racing management, in accordance with the access permissions of your assigned User Role.

This license is non-exclusive. The Company retains the right to license, distribute, and make the Application available to any other person or entity, without restriction, and nothing in this Agreement grants you any exclusive rights of any kind.

No rights are granted to you other than as expressly set forth in this Agreement. The Company and its licensors retain all right, title, and interest in and to the Application, including all intellectual property rights therein.

4. User Roles, Access Restrictions, and Permitted Use

4.1 Role-Based Access

Access to features, data, and functionality within the Application is governed by the User's assigned Role. The general access structure is as follows, and may be modified by the Company from time to time with notice as described in Section 15:

• Trainer: A Primary Account Holder who manages horses, enters data, and shares updates with associated Owners, Syndicate Manager(s), Syndicate Members, and Assistant Trainers.
• Syndicate Manager: A Primary Account Holder who manages a horse racing syndicate, enters data, and shares updates with associated Trainers, Assistant Trainers, Owners and Syndicate Members.
• Owner: An Invited User granted read-only access to information and media concerning horses in which they hold an ownership interest, invited by a Trainer or Syndicate Manager.
• Syndicate Member: An Invited User granted read-only access to information and media concerning a syndicate in which they participate, invited by a Syndicate Manager.
• Assistant Trainer: An Invited User granted operational access to assist a Trainer, invited and financially sponsored by that Trainer.

4.2 Restrictions on Access and Use

You may access only those features, records, and data associated with your own account and User Role, and only for horses, syndicates, or relationships in which you have a legitimate, disclosed interest. You agree that you will not, and will not permit any third party to:

1. access, or attempt to access data, media, or functionality outside the scope of your assigned User Role or associated horses/syndicates;
2. share, sell, sublicense, rent, lease, or otherwise transfer your account credentials or access rights to any other person;
3. invite, or cause to be invited, any individual to the Application under false pretenses or without a legitimate ownership, syndicate, or working relationship;
4. use the Application to harvest, scrape, or export data or media for any purpose unrelated to your own legitimate use of the Application;
5. reverse engineer, decompile, disassemble, or otherwise attempt or cause any other person to attempt to derive the source code of the Application;
6. use the Application in violation of any applicable law, including laws governing horse racing, gambling, or animal welfare;
7. interfere with or disrupt the integrity or performance of the Application or attempt to gain unauthorized access to it or its related systems.

The Company reserves the right to suspend or restrict access to any User reasonably believed to be in violation of this Section.

4.3 Media and Data Sharing

Media updates (including photographs and video) taken and uploaded by a Trainer, Assistant Trainer, or Syndicate Manager will be made available within the Application to the Owners and Syndicate Members associated with the relevant horse(s) or syndicate. By uploading media or data, the Trainer, Assistant Trainer or Syndicate Manager represents that they have the right to share such content with the associated Users and grants the Company a license to host, store, and display such content solely for that purpose.

5. Fees, Payment, and Billing

5.1 Subscription Fees

• Trainer and Syndicate Manager accounts: $39/month for up to 10 horses, or $89/month for unlimited horses, billed monthly in advance.
• Owner, Syndicate Member, and Assistant Trainer accounts: $9/month per invited account, billed monthly in advance, except that a Trainer will be billed for and is responsible for payment of the subscription cost of any Assistant Trainer they invite.

The Company reserves the right to change subscription pricing prospectively upon written notice (which may be delivered electronically) at least 30 days prior to the change taking effect. Continued use of the Application after the effective date of a price change constitutes acceptance of the new pricing.

5.2 In-App Payments Between Users

The Application may facilitate payments between Owners and Trainers, between Syndicate Managers and Trainers, and between Syndicate Members and Syndicate Managers, processed through Stripe, Inc. or its affiliates ("Stripe"). All such payments are subject to Stripe's terms of service and privacy policy in addition to this Agreement. The Company is not a party to, and assumes no responsibility or liability for, the underlying financial arrangements, obligations, or disputes between Users; the Company's role is limited to providing access to Stripe's payment processing functionality within the Application.

5.3 Payment Default

If a User's subscription payment is not successfully processed or if the User otherwise defaults in his/her/its payment obligation, the Company will make reasonable efforts to notify the User and attempt to process payment. If the default is not cured, the User's access to the Application will be suspended fourteen (14) days after the date of the missed or failed payment. Notwithstanding suspension of access, the Company will retain the User's data for thirty (30) days from the date of the missed payment. If payment, including any back payment owed for the period of non-payment, is brought current within that 30-day period, access and full data availability will be restored. If payment is not brought current within 30 days, the Company may permanently delete the User's data without further notice and terminate the account.

6. Confidentiality

Each party may have access to non-public information of the other party, including but not limited to business operations, pricing, technical information, User Content, and personal information of Users ("Confidential Information"). Each party agrees to: (a) use the other party's Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement; (b) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information, and no less than a reasonable degree of care; and (c) not disclose such Confidential Information to any third party except as required to operate the Application, to service providers bound by confidentiality obligations, or as required by law.

Confidential Information does not include information that: is or becomes publicly available through no fault of the receiving party; was rightfully known to the receiving party prior to disclosure; is independently developed without use of the disclosing party's Confidential Information; or is rightfully obtained from a third party without restriction.

Users further agree not to disclose the Confidential Information of other Users obtained through the Application (including horse performance data, financial data, and personal contact information) to any third party without the consent of the User to whom such information relates, except as reasonably necessary to carry out a legitimate business, ownership, or syndicate relationship contemplated by the Application.

This Section 6 will survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which will remain protected for as long as they qualify for trade secret protection under applicable law.

7. Privacy and Data Protection

The Company will collect, use, store, and disclose personal information and User Content in accordance with its Privacy Policy, which is incorporated into this Agreement by reference. The Company represents that it maintains commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of User Content and personal information against unauthorized access, disclosure, alteration, or destruction.

No method of electronic storage or transmission is completely secure, and the Company cannot guarantee absolute security. In the event of a data breach affecting a User's personal information, the Company will notify affected Users in accordance with applicable law.

8. Indemnification

8.1 Indemnification by User

You agree to defend, indemnify, and hold harmless the Company and its officers, members, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with: (a) your access to or use of the Application; (b) your violation of this Agreement; (c) your violation of any law or the rights of any third party; (d) User Content you submit, post, or transmit through the Application; or (e) any dispute between you and another User, including disputes arising from payments made or owed between Users.

8.2 Indemnification by Company

The Company agrees to defend, indemnify, and hold harmless the User from third-party claims to the extent arising from the Company's gross negligence or willful misconduct in operating the Application, subject to the limitations of liability set forth in the Terms and Conditions.

9. Assignment

The Company may freely assign, transfer, or delegate this Agreement, in whole or in part, and any or all of its rights or obligations hereunder, to any successor, affiliate, or third party, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the Company's assets or equity, without notice to or consent from Users. Any such sale, transfer, or assignment will not require the consent of, or advance approval from, any User, and this Agreement will be binding upon and inure to the benefit of the Company's successors and assigns.

You may not assign or transfer this Agreement or any of your rights or obligations under it, by operation of law or otherwise, without the prior written consent of the Company. Any attempted assignment in violation of this Section is void.

10. Term, Termination, and Suspension

10.1 Term

This Agreement remains in effect for as long as you maintain an account or otherwise use the Application.

10.2 Termination by User

You may terminate this Agreement at any time by canceling your subscription (if applicable) and discontinuing use of the Application. Cancellation will be effective at the end of the then-current billing period, and no refunds will be issued for the remainder of a paid period except as required by law.

10.3 Termination or Suspension by Company

The Company may suspend or terminate your access to the Application, with or without notice, if: (a) you breach this Agreement, the Terms and Conditions, or the Privacy Policy; (b) you default in your payment obligation and fail to cure such default in accordance with Section 5.3; (c) your continued access poses a security, legal, or reputational risk to the Company or other Users; (d) required to comply with applicable law; or (e) the Company discontinues the Application generally, in which case the Company will provide reasonable advance notice where practicable.

10.4 Effect of Termination

Upon termination, your license to use the Application immediately ends. Sections of this Agreement that by their nature should survive termination — including Confidentiality, Indemnification, Limitation of Liability, Governing Law, and Dispute Resolution — will survive. Data retention following termination for payment default is governed by Section 5.3; data retention following termination for other reasons is governed by the Privacy Policy.

11. Service Standards and Availability

The Company will use commercially reasonable efforts to maintain the availability of the Application. However, the Application may be temporarily unavailable for scheduled maintenance, updates, or due to circumstances beyond the Company's reasonable control. The Company does not guarantee uninterrupted access and the Application may be unavailable for up to forty-eight (48) consecutive hours without such unavailability constituting a breach of this Agreement.

The Company will use commercially reasonable efforts to investigate and resolve reported application errors, bugs, or malfunctions within five (5) business days of a User reporting the issue through the Company's designated support channel. This turnaround target applies to functional defects in the Application and does not guarantee resolution of issues caused by a User's device, internet connectivity, third-party services (including Stripe), or User error, nor does it constitute a warranty of any kind.

Except as expressly stated in this Section, the Application is provided on an "as is" and "as available" basis, as further described in the Terms and Conditions.

12. Non-Exclusive Relationship

This Agreement does not create an exclusive relationship between the Company and any User. Users are free to use competing or complementary services, and the Company is free to offer the Application, or substantially similar services, to any other individual or entity, including direct competitors of any User, without restriction.

13. Disclaimer of Warranties; Limitation of Liability

The Application is provided for record-keeping and communication purposes only. All data is manually entered by Users, and the Company does not independently verify the accuracy, completeness, or timeliness of any data, media, or content entered by Users. The Company makes no warranty regarding the accuracy of horse performance data, health records, or other User-entered information.

To the maximum extent permitted by applicable law, the Company disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In no event will the Company's aggregate liability arising out of this Agreement exceed the total fees paid by the User to the Company in the twelve (12) months preceding the date User notifies Company of a claim. Additional limitation of liability terms are set forth in the Terms and Conditions.

14. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Commonwealth of Kentucky, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement will be subject to the dispute resolution procedures set forth in the Terms and Conditions.

15. Modifications to This Agreement

The Company may modify this Agreement from time to time. Material changes will be communicated to Users through the Application or by email at least 15 days before taking effect. Continued use of the Application after changes take effect constitutes acceptance of the revised Agreement.

16. General Provisions

• Entire Agreement: This Agreement, together with the Terms and Conditions and Privacy Policy, constitutes the entire agreement between the parties regarding the Application and supersedes all prior agreements or understandings on the subject.
• Severability: If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect.
• No Waiver: The Company's failure to enforce any provision of this Agreement is not a waiver of its right to do so later.
• Notices: The Company may provide notices to Users via the Application, email, or other electronic means. Users may provide notices to the Company at the contact information provided in the Terms and Conditions.
• Independent Contractors: Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Company and any User.

By registering for or using the Application, you acknowledge that you have read, understood, and agree to be bound by this Agreement.