Backchannel Terms of Service

1. Agreement, scope and acceptance

1.1 Who we are. Backchannel is a product of Trade Hobby Inc, a Delaware corporation doing business as Computable ("Computable", "we", "us"). These Backchannel Terms of Service (the "Terms") are an agreement between Computable and the person or company using Backchannel ("you"). If you use Backchannel for a company or team, "you" includes that company, and you confirm you have authority to bind it.

1.2 What these Terms cover. These Terms cover the Backchannel web app, the Backchannel agent in messaging platforms (Telegram, WhatsApp, Slack, email and any platform we add), the Backchannel API and MCP connector, and the matching and introduction network (together, the "Service"). They apply to your own access to and use of the Service, and to interactions others have with the Service through you or your Team (for example, when you add the Agent to a chat), and to interactions you have with the Service through another user (for example, when another user adds the Agent to a chat you are in, or you receive an Intro). Computable's other products (the Price index and the Hedge rate floor tool) have their own terms. If you use more than one Computable product, each product's terms govern that product.

1.3 Acceptance. You accept these Terms by checking the acceptance box at sign-in. Only a person can accept these Terms; an agent, API credential, MCP session or other automated client cannot accept them on your behalf. The version you accepted and the time of acceptance are shown on your Account page.

1.4 Other documents. The Privacy Policy and the Pricing page are part of these Terms. If a plan or credit term on the Pricing page conflicts with these Terms, these Terms control.

1.5 Changes. We may change these Terms. Changes take effect when we post them, except that if a change materially reduces your rights we will give you reasonable advance notice by email or in the app. Continued use after the effective date is acceptance; if you do not agree, stop using the Service before then. Changes do not apply retroactively to Match Fees already fixed or Holds already placed.

1.6 Pilot. Backchannel is in a limited pilot. Features may change, be removed or be limited at any time. Any feature we label pilot, beta, preview or experimental is provided as-is, may be changed, limited or withdrawn at any time without notice or refund, and is excluded from any commitment in these Terms about functionality. Sections 19 to 21 apply with particular force during the pilot.

IMPORTANT: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND A CLASS ACTION WAIVER (SECTION 22). THEY ALSO LIMIT OUR LIABILITY (SECTION 20). PLEASE READ THEM.

2. Definitions

3. What Backchannel is, and is not

3.1 What it is. Backchannel is software. It turns your deal chats into a private Board, tracks deal stages, and tells you when another Team's Intent matches yours. If both sides Accept, we put you in contact. That is the whole service.

3.2 Not a broker, dealer or agent. We do not negotiate, represent, advise or act for either side. We take no commission and no share of deal value. We are not a party to, and do not guarantee, any transaction between users. Any deal you do with a counterparty is between you and that counterparty.

3.3 No settlement, no escrow. We do not hold, move or settle funds between users. We do not take delivery of hardware or compute, and we do not process payment between the parties. The Wallet holds prepaid credit for our own Match Fees only. A Hold is a reservation against your own credit for our fee; it is not escrow, a deposit for the counterparty, or a guarantee of anything.

3.4 No verification. We do not verify who users are, whether they have authority to act for the company they name, whether supply or demand is real, whether prices are current, or whether a deal closes. Any account can receive Matches; there is no reputation gate. You must do your own diligence before relying on anything a counterparty says.

3.5 After Connect. Once two sides Connect, we are out of the loop. We cannot and do not monitor, enforce, mediate or report on what happens next. You may take the conversation off Backchannel and share your own contact details whenever you like.

3.6 Not legal, financial or tax advice. Nothing the Agent says, and nothing in an Intro, is legal, financial, investment or tax advice.

4. Accounts, Teams and seats

4.1 Eligibility. You must be at least 18, able to form a binding contract, and using Backchannel for business purposes. Backchannel is not for consumers. You must not be a person we are prohibited from serving under Section 12. We may decline, limit or close any account at our discretion, and may require identity, authority or business verification at any time.

4.2 Sign-in. You sign in with your email address (or a Slack identity where offered). Anyone who can read your sign-in email or code can sign in as you. Keep it private and tell us at once at support@getcomputable.com if you think someone else has used your account.

4.3 One person, one Team. Each person belongs to exactly one Team. People join a Team only by invitation from that Team. You are responsible for everyone you invite and for everything done through your Team's accounts.

4.4 The Owner. The Owner controls the Wallet, the plan, seats, the Sharing Switch and Team settings, and resolves any conflict between Members (including conflicting writes to the Board through MCP). The Owner may transfer ownership to another Member through the app. Non-Owner Members can see the Wallet balance but not card, auto-reload or refund details.

4.5 Seats. Seats are for your own staff and contractors working for your Team. Seats may not be resold, shared between people, or used to give an outside party access to your Board.

4.6 Leaving a Team. When a Member leaves or is removed, that person loses access to the Board. Intents and Leads that person logged stay on the Team's Board. A departing Member has no right to export or take any Board data.

4.7 Company name. You must name your real company. We may show your company name to a counterparty on Connect (Section 8.6). Misrepresenting who you are or who you act for is a breach of these Terms.

4.8 New-account limits. New Teams may be rate-limited on Accepts and Connects for their first days. Free-plan Boards show a limited window of Intents and history; the Agent still records everything behind that window.

5. The Agent in your chats

5.1 What the Agent does when added. When you add the Agent to a chat, folder, channel or mailbox, it reads every message there from that point on (plus any earlier history you choose to share), and from those messages it records Intents, Leads, deal stages, commitments, attachments and corrections on your Board. It updates the Board of every Team in that chat that has an account, each from that Team's own side. It adds a check-mark reaction to a message when it logs something. It does nothing else without being asked.

5.2 When it replies. The Agent replies in a chat only when someone mentions it, and only about that chat. A Non-Account Participant who mentions it gets a factual recap only, with no advice or counter-offers, and is rate-limited. The chat owner can restrict the Agent to answering account holders only. Direct messages between you and the Agent never appear in a group.

5.3 What it will not do. The Agent will not share anything you have not shared unless you tell it to, will not reveal a user's source, will not give opinions about people, and will not help anyone get around these Terms. It never negotiates on your behalf. The Agent identifies itself as an automated assistant when it joins a chat and in its replies, and you may not alter, hide or disable that disclosure.

5.4 Your authorization and responsibility. When you add the Agent to a chat, folder, channel or mailbox, or connect a Platform account, you authorize us to access, read, copy, index and process the messages, attachments and participant details there on your behalf, and to post reactions and replies there as described in this Section. Everything the Agent collects from a Platform at your request is your Content. By adding the Agent you also confirm that:

1. you have the right to add it, including under that chat's rules and the chat owner's permission;
2. you will give every other participant the notices, and obtain the consents, that applicable law or any contract requires for their messages to be read, recorded, transcribed and processed by a third-party service, and you will comply with all laws on communications, privacy, interception, wiretapping, recording, monitoring and consumer protection that apply to that chat (see Section 13.3); and
3. you are responsible for deciding whether notice or consent is required for a particular chat; you will not add the Agent, or will remove it, if a required consent is refused or withdrawn, if a participant objects, or if you lose the right to have it there; and you will not use the Agent in a way that violates anyone's privacy or other legal rights.

We provide technology only. We do not act as an interceptor or recorder, do not give legal advice, and do not guarantee that any use of the Agent in a chat is lawful. You are solely responsible for the consequences of adding the Agent to a chat where these conditions are not met. We will stop reading a chat and delete its stored messages when the Agent is removed, as described in the Privacy Policy; Intents, Leads and other Board entries already derived from that chat stay on your Board until you remove them.

5.5 Platform terms. Each Platform has its own terms, and your use of the Agent on a Platform is subject to them. Where a Platform's own terms govern automated participants in a chat (for example, an app a workspace administrator installs in Slack), those terms also apply to every participant in that chat. You are solely responsible for ensuring that adding the Agent to a chat, and what the Agent does there at your request, is permitted under the terms that apply to your account on that Platform. We may change, limit or remove a Platform integration at any time, with or without notice, including to stay within a Platform's rules, and we are not liable if a Platform suspends, restricts or terminates your account.

5.6 Non-Account Participants. If a Non-Account Participant states an Intent in a chat the Agent is in, that Intent is logged as a Lead on the Board of each Team present, tied to that person's social profile on the Platform. If that person later signs up, their Leads can be linked to their new account. Non-Account Participants can ask us to stop processing or to delete their data using the contact in Section 13.6.

5.7 Other users' Agents. By using Backchannel you accept that other users may add the Agent to chats you are in, and you agree to receive the Agent's reactions, recaps and messages in those chats, including ones triggered by other users. If you do not want the Agent in a chat you control, remove it; if you do not control the chat, ask its owner or contact us under Section 13.6.

5.8 Removal without notice. We may remove Content, disable the Agent in a chat, or disable an Agent capability without prior notice where we reasonably believe a delay would create a risk to safety, security, a Platform relationship or a third party.

5.9 Closed deals and undo. When the Agent detects a closed deal it marks the deal closed at once and sends you a direct message with an undo option. A wrong close is your responsibility to undo.

5.10 Deleted and edited messages. If a message is edited or deleted on a Platform, we may update or remove Board entries derived from it, but we are not required to, and entries you have confirmed or published stay unless you change them.

6. Boards, Intents and Leads

6.1 Your Content is yours. As between you and us, your Team owns the Content on its Board. We claim no ownership of your Intents, Leads, messages or attachments.

6.2 Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, process, analyse and display your Content to provide, secure and improve the Service, including to run matching and to compute estimated deal values and Match Fees. We may use Content in aggregated or de-identified form that does not identify your Team, your counterparties or any individual, for any purpose, including to build reference prices and market data, and that right is perpetual and survives termination. We do not use your Content to train generally available AI models, and we contractually require our AI providers not to.

6.3 Who owns a Lead. The Agent sorts each message into the Team's own Intent or a Lead, using context. If someone passes a lead to you, it is your Lead. A Lead can appear on more than one Team's Board when more than one Team is in the chat; each Team's copy is that Team's own Content and is never shown to another Team. We do not resolve disputes between Teams about who "owns" a deal.

6.4 Boards are private. We never show one Team's Board to another Team, and we never reveal who the source of an Intent or Lead is. Matching compares Intents only in the ways Section 7 describes.

6.5 Sharing Switch. On Free, your intents are shared anonymously. With Member, your team chooses what stays private. The Owner can turn the Member plan's Team-wide Sharing Switch off to keep Intents out of the Pool. Free, Agent-only and Platform plans keep sharing on. Turning the switch off removes Intents from future matching but does not undo Matches already sent or Holds already placed.

6.6 Accuracy. The Agent extracts Intents from informal chat and will sometimes get fields, parties or stages wrong. You are responsible for reviewing your Board and correcting it. An Intent that is wrong on your Board can produce a wrong Match and a Match Fee you did not expect; the fee rules in Section 8 still apply.

6.7 Private notes. Notes you mark as private never enter matching and are never shown to a counterparty.

6.8 Retention and deletion. Content stays on your Board until you remove it or your Team is deleted. The Privacy Policy states retention periods for Platform messages. On deletion of a Team we will delete its Board within a commercially reasonable time, except (a) records we keep for fee, dispute, legal, security or audit reasons, (b) aggregated or de-identified data, and (c) copies in routine backups until they cycle out. Leads about you that sit on other Teams' Boards are their Content and are not deleted.

7. Matching and Intros

7.1 How matching works. Matching is done by our own software, not by a person. Every field you list on an Intent is treated as a must-have. For each pair of Intents, each field is scored as a match, unspecified, near miss or mismatch from each side's point of view; any mismatch on a listed field means no Match. Each side gets a score; the Match score is the lower of the two. We send an Intro when the Match score reaches our threshold. We may publish the scoring rules; we may also change thresholds, weights and rules at any time to improve match quality.

7.2 What an Intro contains. An Intro tells you which categories fit, which still need information, a general one-line description, and the Match Fee you would pay to Connect. It never contains the other side's values, prices, source, identity or company.

7.3 Who hears first.

7.4 One Intro per pair; no cap on inbound. Each pair of Intents is introduced once. There is no limit on how many Intros you can receive. We check several Boards back to avoid re-introducing the same deal passed along a chain, but we cannot guarantee you will never be matched to a deal you already know about, including your own deal reflected back through another Team.

7.5 When Intents stop matching. An Intent leaves the Pool at its deadline, when you mark it closed or dead, or when you remove it. Very broad Intents with no concrete field beyond side and category do not enter the Pool.

7.6 No guarantee of Matches. We do not promise that any Intent will be matched, that a Match will be a good fit, or that a counterparty will Accept, reply, or deal. We may decline to match any Intent, pause matching for any Team, or withdraw a Match at any time before Connect, at our discretion and without liability; any Hold is released and that release is your only remedy.

7.7 Agent-only and MCP Intents. Intents added through the Agent-only plan or through MCP join the Pool on the same rules. Matching always uses Backchannel's own software, even when you bring your own agent.

8. Connecting and Match Fees

8.1 Both sides must Accept. A Connect happens only when a person on each side Accepts the Intro. An Accept must be made by a person, or by an agent acting under a fee-capped authorization that a person gave in the app (Section 10.4).

8.2 Only the Requester pays. For a public Connect request, the Team sending the request pays its Match Fee. For an anonymous suggested Match, the first Team to approve is the Requester and pays its own Match Fee. The second Team accepts free, with no Hold or charge. The Requester's fee is not doubled. Intros quoted before this change keep their agreed fees and Holds, including fees payable by both sides. We take no commission, success fee or percentage of deal value.

8.3 How the fee is set. Your Match Fee is computed by our software from (a) the estimated value of the deal and (b) your side's Match score. The minimum Match Fee is $10. For an anonymous suggested Match, the fee is fixed when the Match is formed. For a public Connect request, it is fixed when the request is made. Your fee is shown before you request the Intro and never changes after the request. We show the total only, with no breakdown.

8.4 Estimated deal value. For hardware, estimated value is unit price times quantity. For rentals, it is price per GPU-hour times number of GPUs times hours. Where a field is missing we fill it from similar Intents on our Boards or from a reference price table we maintain. Where a stated price is below 80% of the reference price, we use the reference price instead. Where nothing can be estimated, the fee is the minimum. Estimated value is used only to set the fee; it is not a valuation, a quote, or a statement about what the deal is worth.

8.5 Hold, charge, release.

1. Hold. When you request an Intro, your Match Fee is placed on Hold from your Wallet. The Requester needs enough available credit. Accepting an inbound Intro places no Hold and needs no top-up, including on a Free plan with zero balance.
2. Charge. When the other Team accepts (Connect), only the Requester's frozen Match Fee is charged, once.
3. Release. If the other Team declines, you withdraw, or the Hold Window ends, your Hold is released. The released credit keeps its original kind and expiry. An elapsed Hold Window does not close a public Connect request. A later acceptance still requires enough credit from the Requester to charge the same frozen fee.

8.6 What you get on Connect. On Connect each side receives the other side's profile and contact details (company name, verified email, and phone and Telegram handle where the other side has chosen to share them) by email and in the app. The Agent may also offer to join your deal chat.

8.7 Fees are final. Once charged, a Match Fee is final and non-refundable. There is no refund because the counterparty did not reply, turned out to be unsuitable, had no real supply or demand, misrepresented themselves, or the deal did not close. There is no refund because an Intent on your Board was recorded wrongly and you did not correct it before Accepting. If we made the charge in error (for example, a double charge or a charge after you declined), tell us within 14 days of the charge; a Wallet credit for the charged amount is your sole remedy.

8.8 Fee changes. We may change how fees are computed, the minimum, and the Hold Window on notice through the app or the Pricing page. A change applies only to Matches formed after it takes effect. Fees fixed before the change stay fixed.

8.9 Fees off. We may run periods or cohorts with Match Fees switched off. A Connect made while fees are off stays free even if fees are later switched on; a Connect made while fees are on keeps its fee even if fees are later switched off.

9. Plans, Wallet and credit

9.1 Plans. Plans, prices, seat counts, included credit and what each plan unlocks are on the Pricing page. Subscriptions bill monthly in advance to the card on file and renew automatically until cancelled. Cancellation takes effect at the end of the current billing period. Subscription fees are non-refundable except where these Terms say otherwise or the law requires. We may change plan prices and what a plan includes; changes apply from your next renewal after notice.

9.2 What each plan includes (summary; Pricing page controls).

9.3 The Wallet. Each Team has one Wallet, controlled by the Owner. Credit in the Wallet is denominated in US dollars, can be used only to pay Match Fees, has no cash value except as stated in 9.6, and cannot be transferred to another Team or person. You cannot Accept while your balance is negative.

9.4 Credit kinds and expiry.

Credit that expires soonest is spent first, and non-expiring Top-up credit last. A released Hold returns as the kind it drew from, with its original expiry. We send the Owner a direct message 7 days before Plan credit expires. Expired credit is gone; we do not reinstate it. We may change expiry periods and spending order for credit granted after the change.

9.5 Downgrade and cancellation. Unused Plan credit is forfeited at the end of the billing period in which you downgrade or cancel. Top-up credit is kept.

9.6 Refunds of Top-up credit. Credit has no cash value and is not refundable or redeemable for cash, except: (a) where we made a verified billing error or an unauthorized charge; (b) where a confirmed failure of the Service, or an account restriction we later confirm was wrong, prevented you from using credit you bought; (c) where we discontinue Backchannel, in which case we will give you advance notice and refund unused Top-up credit; or (d) where the law requires. Plan, Starter, Supply, Promotional and Earned credit are never refundable. To ask for a refund under (a) or (b), contact us within 30 days of the charge.

9.7 Negative balance. The Wallet is not a credit line. Holds and charges never take the balance below zero. If a reversal, chargeback, clawback or credit expiry leaves the balance below zero, no Member can Accept or Connect until the next Top-up or grant clears the shortfall, and we may freeze the Wallet until it is cleared.

9.8 Auto-reload. If the Owner turns on auto-reload, we charge the card on file for the amount and at the threshold the Owner set, as shown on the Credit page. The Owner can turn it off at any time.

9.9 Payment processing and taxes. Card and bank payments are processed by Stripe under its terms. Fees are in US dollars and exclude taxes. You are responsible for sales, use, VAT, GST, withholding and similar taxes other than our income taxes. If we must collect a tax, we add it to the invoice.

9.10 Chargebacks. If you dispute a card charge with your bank instead of with us, we may freeze the Wallet and reverse the credit until the dispute resolves. A dispute that is resolved against you is treated as a failed payment.

9.11 Payment disputes with us. If you believe a charge is wrong, tell us within 14 days of the charge; after that the charge is accepted. We will work with you in good faith to resolve it within 15 days. Undisputed amounts remain due.

10. API and MCP access

10.1 Scope. Through MCP (and, on the Platform plan, the REST API) you may read your own Board and your own Matches, and write to your Board if your plan and the Owner allow it. API and MCP access never includes searching the wider Pool or reading any other Team's data.

10.2 Credentials. API keys and MCP credentials belong to your Team. Keep them secret, rotate them if exposed, and do not share them with anyone outside your Team. Everything done with your credentials is treated as done by you.

10.3 Conflicts. Where an agent write conflicts with a human write or another agent's write, the Owner's resolution stands.

10.4 Agents acting for you. Your own agent may Accept an Intro on your behalf only under an authorization a person on your Team gave in the app, with a per-Intro fee cap and a total cap. An authorization with no caps cannot Accept a paid Intro. We are not responsible for an Accept your agent makes within the caps you set.

10.5 Limits and changes. We may rate-limit, version, change or discontinue API and MCP endpoints. Where practical we will give notice of breaking changes on paid plans, but we are not required to, and no change to the API or MCP entitles you to a refund.

10.6 No reverse engineering of matching. You may not use the API, MCP or the Agent to probe, infer or reconstruct the Pool, other Teams' Intents, reference prices or scoring internals beyond what we publish.

11. Acceptable use

You will not, and will not let anyone else:

1. post an Intent you do not have authority to transact, or supply, demand, prices or terms you know to be false, stale or not yours to offer;
2. use Backchannel to fish for counterparties' identities, prices or sources, including by creating decoy Intents, running multiple Teams to triangulate a counterparty, or Accepting Intros you do not intend to pursue;
3. add the Agent to a chat you have no right to add it to, or use it to record people who have asked not to be recorded;
4. create more than one account per person, share seats, or move a Team's data to a competing service in bulk;
5. scrape, crawl, copy or benchmark the Service, or build a competing matching network from it;
6. reverse engineer, decompile or attempt to derive the source of the Agent, the matcher or the app, except where law allows;
7. interfere with the Service, load-test it, probe its security or access another Team's data, or attempt to manipulate, jailbreak or trick the Agent into acting outside these Terms, including into revealing another Team's data, a source, or scoring internals;
8. use Backchannel for any transaction that would violate Section 12, sanctions, anti-bribery, anti-money-laundering or any other law;
9. submit payment card numbers, government ID numbers, health data or other sensitive personal data except where the app asks for it;
10. harass, threaten or defame anyone, or use abusive, discriminatory or inflammatory language toward anyone, through the Agent or a Connect; or
11. use the Service in a way that is unlawful, fraudulent or that exposes us to liability, or mislead others about your use of AI, including by passing off the Agent's output as human-written where that would mislead a counterparty.

We may investigate suspected breaches, and may remove Content, cancel Matches, release or forfeit Holds, suspend accounts or terminate Teams for a breach of this Section.

12. Export controls and sanctions

12.1 Why this matters. The Covered GPUs are advanced computing items controlled under the U.S. Export Administration Regulations (ECCN 3A090 and 4A090 and related entries) and similar EU and UK rules. Backchannel introduces parties who may then transact in those items. We do not export anything, but we will not knowingly facilitate an introduction that leads to a prohibited transaction.

12.2 Your representations. You represent, and will tell us at once if it stops being true, that neither you, your Team, nor any owner of 50% or more of your company:

1. is located, organized or ordinarily resident in a country or region subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, the Crimea, Donetsk and Luhansk regions of Ukraine) or in Russia, Belarus or Venezuela;
2. is on the OFAC SDN List, the BIS Entity List, Denied Persons List, Unverified List or Military End-User List, the DDTC Debarred Parties list, or any EU, UK or UN sanctions list, or is 50% or more owned or controlled by anyone who is; or
3. is headquartered in, or ultimately owned by a parent headquartered in, a destination in Country Group D:5 or Macau, where that would make the transaction you are seeking a prohibited export, re-export or in-country transfer under the EAR.

12.3 Your obligations on each deal. You are solely responsible for determining whether any transaction you pursue after a Connect requires an export licence, is subject to end-use or end-user restrictions, or is otherwise restricted, and for obtaining any licence. You will not use Backchannel to source or place Covered GPUs for a military, military-intelligence, weapons of mass destruction or nuclear end use, or for any end user or destination to which such a transfer is prohibited.

12.4 Screening. We may screen Teams, Members and company names against sanctions and export lists, may ask you for information to complete screening, and may decline, delay, cancel or reverse any Match, Intro or Connect, or terminate your account, if we believe a transaction could violate Export Controls or Sanctions or expose us to risk. We may do this without notice and without liability, and any Hold involved is released.

12.5 No reliance. The fact that Backchannel sent an Intro or allowed a Connect is not a representation that the counterparty or the transaction has been screened or is lawful.

12.6 Change in law. We may suspend or end any part of the Service, or your access to it, immediately and without liability where we determine in our sole discretion that doing so is needed to comply with Export Controls, Sanctions or other applicable law.

13. Privacy and data

13.1 Privacy Policy. The Privacy Policy explains what the Agent reads on each Platform, what we store, for how long, and how to stop or delete it. Read it before adding the Agent to a chat.

13.2 What we read. Backchannel reads every message in every chat it is added to, including messages from Non-Account Participants, and keeps records tied to the sender's Platform profile. It also reads messages you send it directly and, where you connect a mailbox, the mailbox or label you choose.

13.3 Roles. For the Content on your Board, your Team is the controller (or "business") and we act as your processor (or "service provider"). You are responsible for having a lawful basis, and for giving the notices and getting the consents that apply, for the people whose messages the Agent reads at your request, including Non-Account Participants. For account, billing, security and matching data we use for our own purposes, we are the controller. Business customers that need a data processing agreement can request one from us; where one is signed it controls over these Terms as to personal data.

13.4 Sub-processors. We use third-party AI providers to extract Intents and write summaries, Stripe for payments, and hosting and messaging providers. We require our AI providers not to train on your Content. Business customers can request the current list of providers.

13.5 What is never revealed. Nobody's identity is revealed to a counterparty unless both sides Accept. A source is never revealed. One Team's Board is never shown to another Team.

13.6 Requests from people whose data we hold. Account holders can request access, correction or deletion through the app or by emailing support@getcomputable.com. Non-Account Participants can email the same address; we will act on verified requests within the time the law requires and will tell the Teams whose Boards are affected where we need to.

13.7 Security. We use reasonable technical and organizational measures appropriate to the data we hold, including encryption of Platform credentials at rest. No system is perfectly secure. You are responsible for your own devices, Platform accounts and sign-in email.

13.8 Future privacy features. We may add isolated matching, secure hardware enclaves, agent-run qualification and other privacy features. Their availability is not a promise and does not change the other terms of this Section.

13.9 Our staff's access. Authorized Computable staff can access stored chats, Boards, Agent conversations and usage data to operate the Service, prevent abuse, investigate a report, handle support or deletion requests, and improve the product. Staff are bound by confidentiality, access only what the task needs, and never use a Team's data to trade or to tip off another Team.

13.10 Automated matching. Matching and fee estimation are automated. Where the law gives you rights about automated decisions, you can ask us to explain why a Match was or was not made, to the extent we can without revealing another Team's data, and to have a person review a decision to restrict or terminate your account.

14. AI output and no advice

14.1 AI makes mistakes. The Agent, the Board, Intros and estimated deal values are produced by automated systems, including large language models. They can be wrong, incomplete, out of date or misleading. They can attribute a message to the wrong person, record the wrong quantity, price or stage, miss a correction, or mark a deal closed that is not. You must check anything you rely on.

14.2 Recaps are not records. A recap the Agent gives in a chat is a convenience summary of that chat, not an authoritative record of what anyone agreed. The messages themselves are the record.

14.3 No advice, no recommendation. An Intro says that two Intents fit on the fields we compare. It is not a recommendation to deal with anyone, a view on price, or a statement that a counterparty is reliable, solvent, authorized or real.

14.4 Your decisions. Every Accept, every Connect and every deal is your decision. We are not liable for any loss arising from your reliance on AI-generated output.

14.5 Disclosure. The Agent identifies itself as an automated assistant in chats, and we may be required to, and will, disclose that you are interacting with AI where law requires.

14.6 No agreements through the Agent. Nothing you say to the Agent, and nothing the Agent says to you, in any chat, call, email or message, creates a contract, promise, waiver, non-disclosure or non-compete agreement, settlement or other obligation binding on Computable beyond these Terms. Only a written agreement signed by an authorized Computable representative can do that. You may not claim that the Agent agreed to anything on our behalf. Likewise, the Agent cannot bind you or a counterparty to a deal; your deal terms are between you and your counterparty.

15. Intellectual property, feedback and usage data

15.1 Ours. We own the Service: the app, the Agent, the matcher, the API, the skills we publish, the reference price tables, the documentation and all improvements, together with all intellectual property rights in them. You get a limited, revocable, non-exclusive, non-transferable right to use the Service for your Team's internal business during your subscription, and nothing more.

15.2 Yours. You own your Content (Section 6.1).

15.3 Market and usage data. We own data about how the Service is used and market data we derive from activity on it, such as match rates, price references, volumes and trends, provided it is aggregated or de-identified so that it does not identify your Team, your counterparties or any person. We may use, license and publish such data. To the extent you hold any rights in it, you assign them to us. We will not publish anything that identifies a Team or a deal.

15.4 Feedback. If you give us feedback, you assign it to us, and we may use and disclose it for any purpose without restriction, attribution or payment.

15.5 Open-source components. Parts of the Service may include open-source software under its own licences, which govern that software. Skills we publish on third-party registries are licensed as stated there.

15.6 Name and logo. We may identify your company as a Backchannel customer, and use its name and logo for that purpose, in our marketing. We will never disclose your Intents, deals, counterparties or Board activity in doing so. You can opt out at any time by emailing us, and we will stop within 30 days.

16. Confidentiality

16.1 Between you and us. Your non-public Content is your confidential information; non-public details of the Service, pricing internals and scoring are ours. Each side will protect the other's confidential information with at least reasonable care, use it only for these Terms, and disclose it only to people who need it and are bound to keep it confidential. The usual exceptions apply: information that is public, already known, independently developed or received lawfully from someone else, and disclosures required by law (with notice where allowed).

16.2 Between users. On Connect you receive another Team's profile and contact details. You may use what you receive in an Intro or on Connect only to evaluate and pursue that deal, and not to build lists, resell contacts or approach the counterparty's own counterparties. This is a rule of use between you and us, not a confidentiality undertaking by us or by the other Team: we do not monitor or enforce what users do with each other's information after Connect, we owe no duty to you in respect of it, and we are not liable for it.

17. Reviews (planned feature)

After a Connect we may ask each side to complete a short survey about the other side. Individual reviews are never shown to anyone except, in the pilot, the two people connected. Once a Team has enough reviews we may show a broad summary to other users. You will not submit a review that is false, defamatory or about anyone other than the Team you Connected with. We may remove or withhold any review and may suspend review features at any time. Reviews are opinions of users, not statements by us, and we do not verify them.

18. Term, suspension and termination

18.1 Term. These Terms apply from the day you accept them until your Team is deleted or we terminate.

18.2 You can leave at any time. Remove the Agent from your chats, unlink your Platforms, cancel your plan and ask us to delete your Team. Removing the Agent from a chat stops reading that chat and deletes its stored messages; what is already on your Board stays until you remove it.

18.3 We may suspend. We may suspend a Member, a Team or a feature, with or without notice, if we reasonably believe there is a breach of Section 11 or 12, a security incident, unpaid amounts more than 30 days past due, a Platform rule requires it, or a legal or regulatory request requires it. We will tell you when practical and lift the suspension when the issue is resolved.

18.4 We may terminate. We may terminate your Team or any plan at any time on notice for any reason, and immediately without notice for a breach of these Terms, fraud, a risk to the Service or other users, or where required by law. We may end the pilot, any feature, or the Service on reasonable notice.

18.5 On termination. Your access ends. Open Holds are released. If we terminate for your breach, all Plan, Starter, Supply, Promotional and Earned credit is forfeited and Top-up credit is handled under Section 9.6. If you leave, or we terminate without cause, credit is handled under Sections 9.5 and 9.6. Fees already charged are not refunded. Section 6.8 governs deletion. Sections that by their nature should survive (including 3, 6.2 as to data already processed, 8.7, 9, 12, 14 to 16 and 19 to 23) survive.

19. Disclaimers of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THAT, WE MAKE NO WARRANTY THAT: (A) THE AGENT WILL READ, RECORD OR SUMMARIZE ANY MESSAGE ACCURATELY; (B) ANY INTENT WILL BE MATCHED, OR ANY MATCH WILL BE SUITABLE; (C) ANY COUNTERPARTY IS WHO THEY SAY THEY ARE, IS AUTHORIZED, HAS REAL SUPPLY OR DEMAND, OR WILL REPLY, DEAL, DELIVER OR PAY; (D) ANY ESTIMATED DEAL VALUE OR REFERENCE PRICE IS ACCURATE; (E) THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; OR (F) ANY TRANSACTION YOU PURSUE IS LAWFUL OR COMPLIANT WITH EXPORT CONTROLS OR SANCTIONS.

WE HAVE NO RESPONSIBILITY FOR THE ACTS OR OMISSIONS OF ANY USER OR COUNTERPARTY, OR FOR ANY PLATFORM. No advice or information, oral or written, obtained from us, the Agent or the Service creates any warranty not stated in these Terms. Some jurisdictions do not allow some of these disclaimers; in that case they apply to the extent allowed.

20. Limitation of liability

20.1 No indirect damages. TO THE MAXIMUM EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE TO THE OTHER FOR LOST PROFITS, LOST REVENUE, LOST DEALS, LOSS OF DATA, LOSS OF GOODWILL, OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF TOLD THEY WERE POSSIBLE.

20.2 Cap. TO THE MAXIMUM EXTENT THE LAW ALLOWS, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE SUBSCRIPTION FEES AND MATCH FEES YOU PAID US IN THE 6 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) $100. THIS CAP IS AGGREGATE ACROSS ALL CLAIMS AND INCLUDES ANY INDEMNITY WE OWE YOU. UNSPENT CREDIT IS NOT AN AMOUNT PAID FOR THIS PURPOSE.

20.3 Deal losses. FOR CLARITY, WE ARE NOT LIABLE FOR ANY LOSS ARISING FROM A TRANSACTION, OR A FAILED TRANSACTION, BETWEEN YOU AND A COUNTERPARTY, WHATEVER ITS VALUE, INCLUDING LOSSES FROM NON-DELIVERY, NON-PAYMENT, MISREPRESENTATION, FRAUD BY A COUNTERPARTY, OR EXPORT-CONTROL OR SANCTIONS VIOLATIONS.

20.4 Exceptions. Nothing in this Section limits liability for a party's fraud, gross negligence or willful misconduct, for your payment obligations, for your breach of Section 11 or 12, or to the extent the law does not allow it.

20.5 Basis of the bargain. You agree these limits are a fair allocation of risk given that Backchannel charges a small fixed fee per introduction and is not a party to deals that may be worth millions of dollars.

21. Indemnification

21.1 By you. You will defend, indemnify and hold harmless Computable, its affiliates, and their officers, directors, employees and agents from any third-party claim, and the resulting losses, costs and reasonable attorneys' fees, arising from: (a) your Content, including a claim that adding the Agent to a chat or recording a participant was unlawful or breached a Platform's terms; (b) any transaction or communication between you and a counterparty; (c) your breach of these Terms, including Sections 11 and 12; (d) your violation of law; (e) your negligence or willful misconduct; or (f) anything your own agent does through MCP or the API.

21.2 By us. We provide an intellectual-property indemnity only to Platform plan customers under a signed order form, on the terms stated there. We give no other indemnity. If any part of the Service is or may be found infringing, we may modify it, replace it, or withdraw it, and that is your only remedy.

21.3 Procedure. The indemnified party must give prompt notice, give the indemnifying party control of the defence and settlement, and cooperate reasonably at the indemnifying party's cost. No settlement that admits fault or imposes obligations on the indemnified party without its written consent.

22. Dispute resolution and governing law

22.1 Governing law. These Terms are governed by the laws of the State of New York, without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

22.2 Talk to us first. Before starting any formal proceeding, email support@getcomputable.com with your name, company, a description of the dispute and what you want. We will try to resolve it within 60 days.

22.3 Arbitration. Any dispute not resolved informally, including a dispute arising from Content or use of the Service by others (for example, another user adding the Agent to a chat you are in, or an Intro or Connect involving you), will be settled by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect, before one arbitrator, in English, seated in New York, New York. The Federal Arbitration Act governs this Section. The arbitrator decides arbitrability. Judgment on the award may be entered in any court with jurisdiction.

22.4 Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive or other equitable relief in the state or federal courts in New York County, New York, for breach of Section 11, 12 or 16 or infringement of intellectual property.

22.5 Class action and jury waiver. CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

22.6 Time limit. Any claim must be brought within one year after it accrues, to the extent the law allows.

22.7 Disputes between users. This Section does not cover disputes between you and a counterparty. We are not a party to those and will not arbitrate, mediate or decide them.

22.8 Mass arbitration. If 25 or more demands raising similar claims are filed by or with the help of the same law firm or group, the demands will be batched in groups of up to 25 and heard by one arbitrator per batch, filing fees will be paid per batch, and the parties will cooperate on a bellwether process before the remaining batches proceed. Any time bar is tolled while a demand waits for its batch.

22.9 Fees and frivolous claims. Arbitration fees are allocated under the provider's rules. If the arbitrator finds a claim frivolous or brought for an improper purpose, the party bringing it will reimburse the other party's fees and costs.

22.10 Opt-out. You may opt out of arbitration by emailing support@getcomputable.com within 30 days of first accepting these Terms, stating your name, company and that you opt out. If you opt out, Sections 22.3, 22.8 and 22.9 do not apply to either of us, and disputes go to the courts in Section 22.4; the class action and jury waivers in Section 22.5 still apply to the extent the law allows.

23. General terms

23.1 Entire agreement. These Terms, the Privacy Policy, the Pricing page and any DPA are the whole agreement about Backchannel and replace earlier terms, including the pilot terms previously posted at back.channel/terms. Terms on your purchase order or vendor portal do not apply.

23.2 Order of precedence. A signed agreement between you and us (for example a Platform plan order form) controls over these Terms; these Terms control over the Pricing page; the DPA controls as to personal data.

23.3 Assignment. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all your assets, on notice. We may assign them to an affiliate or a successor.

23.4 Notices. We give notice by email to your account address or in the app; notices are effective when sent. You give notice by email to support@getcomputable.com.

23.5 Independent parties. We are independent contractors. Nothing creates a partnership, agency, joint venture, fiduciary or broker relationship between us, or between you and any counterparty through us.

23.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including Platform outages, AI provider outages, or a Platform withdrawing API access. This does not excuse payment.

23.7 Severability and waiver. If a term is unenforceable, the rest stands and the term is read as narrowly as needed. Not enforcing a term is not a waiver.

23.8 No third-party beneficiaries. No one other than you and us has rights under these Terms. Counterparties and Non-Account Participants are not third-party beneficiaries.

23.9 Electronic records. You consent to electronic contracts, records, signatures and notices.

23.10 Anti-bribery and AML. Each party will comply with applicable anti-bribery and anti-money-laundering laws. You will not use Backchannel to launder money or to structure a transaction to evade reporting requirements.

23.11 U.S. Government users. The Service is commercial computer software under FAR 12.212 and DFARS 227.7202; government use is governed by these Terms.

23.12 Interpretation. Headings are for convenience. "Including" means "including without limitation". Section references are to these Terms.

23.13 Service and marketing messages. We send service messages (Intros, Hold releases, credit-expiry warnings, security and billing notices) by direct message or email as part of the Service; you cannot opt out of those while you have an account. We may also send product news and marketing by email; you can opt out at any time through the unsubscribe link or your settings.

23.14 Contact. Trade Hobby Inc (d/b/a Computable) · support@getcomputable.com