Terms of Service

1. Who we are

Backrail ("Backrail", "we", "us", "our") is an online platform, available at backrail.io, that lets people discover indie micro-SaaS businesses with revenue verified through Stripe, and signal their interest in backing them. Backrail is an independent project operated from Spain. It is not yet incorporated as a company; these terms will be updated with the operating entity's registered details once it is formed. Backrail is subject to the laws of Spain and the European Union.

By accessing or using Backrail, you agree to these Terms of Service and to our Privacy Policy. If you do not agree, do not use the platform.

2. What Backrail is — and is not

Backrail is an information and matchmaking platform. It exists to:

• show founder-listed SaaS businesses alongside revenue metrics computed from their own Stripe data;
• let visitors express non-binding interest ("pledges") in backing a founder if and when a regulated round opens; and
• capture and rank community demand (leaderboards, follows, votes).

Backrail is not, and does not act as:

• a bank, e-money institution, or payment service provider;
• a broker-dealer, investment firm, or investment adviser;
• a crowdfunding service provider ("CSP") or funding portal; or
• a custodian of any funds or securities.

Nothing on Backrail is financial, legal, tax, or investment advice, an offer or solicitation to buy or sell any security or financial instrument, or a recommendation to enter into any transaction. Information on the platform is provided for general purposes only. You are responsible for your own decisions and should seek independent professional advice.

3. Pledges are non-binding

A "pledge" is a free, non-binding expression of interest. When you pledge, you tell us you might want to back a particular founder if a regulated round later opens for that business. A pledge:

• does not transfer any money and involves no charge, now or automatically later;
• is not an offer, subscription, or commitment to purchase securities or any financial instrument;
• reserves priority, not terms — the economic terms of any future round are indicative only and are not fixed by your pledge; and
• can be withdrawn by you at any time before a round is executed, without penalty.

If a regulated round ever proceeds, its final terms would be set at that time — based on the founder's verified revenue on that date — and you would separately confirm your participation, or decline it without penalty, through a licensed crowdfunding service provider. Any real-money round would be conducted by that provider under applicable regulation (for example, the EU Crowdfunding Regulation, ECSPR), subject to its own KYC/AML checks, terms, and investor-protection rules. Backrail does not itself execute rounds or move money.

4. Eligibility & accounts

You must be at least 18 years old and legally able to enter into a contract to use Backrail. Some features let you create an account using a magic email link or by signing in with X (Twitter) or GitHub. You are responsible for the accuracy of the information you provide, for activity that happens under your account, and for keeping access to your email and connected accounts secure. Notify us promptly at hello@backrail.io if you believe your account has been compromised.

5. If you back a founder

You understand and accept that a pledge is non-binding and carries no rights against any founder or against Backrail. Metrics, terms, and progress shown on a listing are indicative and may change or be removed at any time. Backrail does not guarantee that any round will open, fill, or execute, or that any founder will honour any indicative term. You are solely responsible for evaluating any founder or business, and for any decision you later make with a licensed provider.

6. If you list a SaaS

By listing a business on Backrail, you represent and agree that:

• you are authorised to represent the business and to connect its Stripe account;
• the information you provide is accurate and not misleading, and you will keep it current;
• you will connect Stripe using a read-only (restricted) API key and keep that connection active while listed — disconnecting it may result in your listing being unpublished;
• you grant Backrail a licence to display your business name, logo, metrics, and profile information on the platform and in shareable assets (such as auto-generated preview images); and
• you will not present indicative round terms in a way that constitutes an offer of securities, and you understand that any real-money round would proceed only through a licensed provider.

You are responsible for the legality of listing your business and for your own regulatory, tax, and contractual obligations. You agree to indemnify Backrail against claims arising from information you submit or from your breach of these terms.

7. Revenue verification

Where a listing shows a "verified" badge, it means Backrail computed the displayed metrics from data returned by the founder's connected Stripe account, using a read-only key, and refreshed them periodically. Verification means the figures were derived from Stripe data at a point in time — it is not an audit, an endorsement, or a guarantee of accuracy, completeness, solvency, or future performance. Metrics can be delayed, incomplete, or affected by issues outside our control. Past revenue is not indicative of future results.

8. Acceptable use

You agree not to:

• submit false, misleading, fraudulent, or impersonating information, including fake pledges or metrics;
• use Backrail to offer, solicit, or facilitate a securities transaction outside a licensed provider;
• scrape, harvest, overload, probe, or interfere with the platform or its security;
• attempt to access data, accounts, or Stripe connections that are not yours; or
• use the platform for anything unlawful, or in breach of others' rights.

9. Intellectual property

Backrail, its name, logo, design, and the software behind the platform are owned by us or our licensors and are protected by intellectual-property laws. We grant you a limited, revocable, non-exclusive licence to use the platform for its intended purpose. Content you submit remains yours, but you grant us a worldwide, royalty-free licence to host, display, and share it as needed to operate and promote the platform. Trademarks of founders and third parties belong to their respective owners.

10. Disclaimers

Backrail is provided "as is" and "as available", without warranties of any kind, express or implied, including fitness for a particular purpose, accuracy, or non-infringement, to the fullest extent permitted by law. We do not warrant that the platform will be uninterrupted, error-free, or secure, or that any information — including metrics sourced from Stripe — is accurate or complete.

11. Investment risk

Read the full Risk Disclosure before you pledge, and see our Regulatory Status for how any future round would be executed.

12. Limitation of liability

To the fullest extent permitted by law, Backrail and anyone operating it will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or investment, arising from your use of the platform or from any listing, metric, pledge, founder, or third party. Nothing in these terms excludes liability that cannot be excluded under applicable law, including liability for fraud or for death or personal injury caused by negligence.

13. Suspension & termination

We may suspend, restrict, unpublish a listing, or terminate access to Backrail at any time, including if we believe these terms have been breached or to protect the platform or its users. You may stop using Backrail and request deletion of your account at any time. Provisions that by their nature should survive termination (such as intellectual property, disclaimers, and limitation of liability) will continue to apply.

14. Changes to these terms

We may update these terms from time to time. When we do, we will change the "last updated" date above and, where changes are material, take reasonable steps to notify you. Your continued use of Backrail after changes take effect means you accept the updated terms.

15. Governing law

These terms are governed by the laws of Spain and, where applicable, the European Union, without regard to conflict-of-laws rules. Disputes will be subject to the competent courts of Spain, unless mandatory consumer-protection law grants you the right to bring proceedings elsewhere. If you are a consumer in the EU, you may also use the European Commission's Online Dispute Resolution platform.

16. Contact

Questions about these terms? Reach us at hello@backrail.io.