Terms & Conditions

1. Acceptance of Terms

By accessing or using Backhouse, Inc. ("Backhouse," "we," "our," or "us"), you agree to be bound by these Terms & Conditions ("Terms"). If you do not agree to these Terms, you may not access or use our platform.

2. Description of Service

Backhouse provides a hospitality equipment sourcing platform that connects restaurant operators with verified equipment vendors. The platform enables operators to submit sourcing requests, communicate with vendors, and manage their equipment procurement process. Specific features and functionality are described on our website and may change from time to time.

3. Eligibility

You must be at least 18 years old and have the legal authority to enter into contracts on behalf of your business to use Backhouse. By using our platform, you represent and warrant that you meet these requirements.

4. Account Registration and Security

4.1 Account Creation

To access Backhouse, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials.

4.2 Account Responsibility

You are responsible for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account.

4.3 Business Representation

By creating an account, you represent that you have the authority to bind your business or organization to these Terms.

5. User Conduct and Responsibilities

5.1 Permitted Use

You agree to use Backhouse only for lawful purposes and in accordance with these Terms. You will not:

• Violate any applicable laws or regulations
• Infringe upon the rights of others
• Transmit harmful, fraudulent, or malicious content
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt the platform's functionality
• Use automated systems to access the platform without our permission

6. Vendor Relationships

6.1 Marketplace Role & Vendor Responsibility

Backhouse is not the seller of goods listed on the platform and does not manufacture, warehouse, or take title to any goods. Vendors are solely responsible for their listings, product quality, warranties, delivery, and compliance with applicable laws. Any disputes related to the goods themselves—including defects, delays, or failures of performance—must be resolved directly between buyer and vendor. Backhouse's role is limited to providing a marketplace and acting as the vendor's payee agent for payment collection.

6.2 Vendor Verification

While we verify vendors on our platform, you remain responsible for:

• Conducting your own due diligence
• Verifying equipment specifications and quality
• Negotiating terms directly with vendors
• Ensuring compliance with all applicable regulations

6.3 Independent Transactions

All purchases, contracts, and agreements are made directly between you and the vendor. Backhouse is not liable for any disputes, damages, or issues arising from these transactions.

7. Pricing and Payments

7.1 Platform Fees

Backhouse may charge subscription fees, transaction fees, or other charges for use of the platform. All fees will be clearly communicated before you incur them.

7.2 Vendor Pricing

Pricing for equipment and services is set by vendors and subject to their own terms. Backhouse does not control vendor pricing and is not responsible for price changes or billing disputes between you and vendors.

7.3 Payment Processing

Payments made through the platform are processed by third-party payment processors. You agree to comply with their terms and conditions.

7.4 Taxes

You are responsible for all applicable taxes related to your use of the platform and your purchases.

7.5 For Operators: Payment Agency Disclosure

By purchasing goods through Backhouse, you acknowledge and agree that:

• 7.5.1. Agent for Vendor. Backhouse acts as the authorized payee agent of the vendor supplying the goods. Backhouse is authorized to receive your payment on the vendor's behalf.
• 7.5.2. Payment to Backhouse = Payment to Vendor. Your payment to Backhouse satisfies your payment obligation to the vendor as soon as Backhouse receives the funds, regardless of when Backhouse remits funds to the vendor.
• 7.5.3. Single Transaction. You will be charged a single amount that includes the price of the goods, applicable taxes and logistics costs, and any Backhouse procurement fees disclosed at checkout.
• 7.5.4. No Transfer of Title to Backhouse. Backhouse does not take possession of or obtain title to any goods. Title transfers directly from the vendor to you.

7.6 For Vendors: Payee Agent Appointment

Vendor hereby appoints Backhouse, and Backhouse accepts appointment, as Vendor's limited agent solely for the purpose of receiving payment from buyers for goods purchased from Vendor through the Backhouse platform. Vendor acknowledges and agrees that:

• 7.6.1. Agency for Payment Collection. Backhouse is authorized to collect from buyers all amounts owed to Vendor for the sale of Vendor's goods, including item price, shipping, handling, and applicable taxes ("Vendor Proceeds"). Backhouse shall hold such amounts as Vendor's agent.
• 7.6.2. Payment to Backhouse Constitutes Payment to Vendor. Buyer's payment to Backhouse is deemed payment directly to Vendor, and Buyer's payment obligation to Vendor is satisfied upon Backhouse's receipt of funds.
• 7.6.3. Disbursement to Vendor. Backhouse will remit Vendor Proceeds to Vendor in accordance with Backhouse's standard payout schedule and any applicable agreements between Backhouse and Vendor. Backhouse may deduct its procurement fees and any agreed charges before remitting funds.
• 7.6.4. Scope of Agency. Backhouse's appointment as Vendor's agent is strictly limited to payment collection. Backhouse does not have authority to act for Vendor in any other capacity and does not take title to any goods.
• 7.6.5. Condition of Use. Vendor may not list or sell goods on Backhouse unless Vendor agrees to this Payee Agent Appointment.

8. Intellectual Property

8.1 Backhouse Property

All content, features, and functionality on Backhouse, including but not limited to text, graphics, logos, software, and design, are owned by Backhouse, Inc. and protected by intellectual property laws.

8.2 Limited License

We grant you a limited, non-exclusive, non-transferable license to access and use the platform for your business purposes in accordance with these Terms.

8.3 User Content

You retain ownership of content you submit to the platform. By submitting content, you grant Backhouse a worldwide, non-exclusive, royalty-free license to use, reproduce, and display your content for the purpose of operating and improving the platform.

8.4 Feedback

Any feedback, suggestions, or ideas you provide about Backhouse may be used by us without obligation or compensation to you.

9. Data and Privacy

9.1 Information Collection

We collect information you provide when creating an account and using our platform, including your name, business details, contact information, procurement requests, and usage data. We also automatically collect technical information such as IP address, browser type, and device information.

9.2 Use of Information

We use your information to operate and improve our platform, facilitate connections with vendors, process transactions, communicate with you, analyze platform usage, and comply with legal obligations.

9.3 Information Sharing

We do not sell your personal information. We may share your information with vendors when you submit sourcing requests, with service providers who help us operate the platform, and as required by law. We may also share aggregated or de-identified data that cannot reasonably identify you.

9.4 Data Security

We implement reasonable security measures to protect your information, including encryption, access controls, and secure infrastructure. However, no system is completely secure, and we cannot guarantee absolute security.

9.5 Your Rights

You may access, update, or delete your account information through your account settings or by contacting us. You may opt out of marketing communications at any time. California residents and residents of other states with privacy laws may have additional rights as described in applicable state privacy laws.

9.6 Cookies

We use cookies and similar technologies to operate our platform and analyze usage. You can control cookies through your browser settings, though this may affect platform functionality.

9.7 Data Retention

We retain your information for as long as your account is active or as needed to provide services, comply with legal obligations, resolve disputes, and enforce our agreements.

10. Disclaimers and Warranties

10.1 "As Is" Service

BACKHOUSE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10.2 No Guarantees

We do not guarantee that:

• The platform will be uninterrupted, secure, or error-free
• Defects will be corrected
• The platform is free of viruses or harmful components
• Results obtained from the platform will be accurate or reliable
• Vendors will fulfill their obligations
• You will achieve specific savings or outcomes

10.3 Third-Party Content

We are not responsible for the accuracy, reliability, or legality of content provided by vendors or other third parties.

11. Limitation of Liability

11.1 Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BACKHOUSE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM.

11.2 Liability Cap

IN NO EVENT SHALL BACKHOUSE'S TOTAL LIABILITY TO YOU EXCEED THE AMOUNT YOU PAID TO BACKHOUSE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

11.3 Essential Purpose

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Backhouse, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the platform
• Your violation of these Terms
• Your violation of any rights of another party
• Your transactions with vendors
• Content you submit to the platform

13. Termination

13.1 Termination by You

You may terminate your account at any time by contacting us or using the account deletion feature.

13.2 Termination by Us

We reserve the right to suspend or terminate your access to Backhouse at any time, with or without cause, with or without notice, including for:

• Violation of these Terms
• Fraudulent or illegal activity
• Harm to other users or vendors
• Non-payment of fees
• Extended inactivity

13.3 Effect of Termination

Upon termination, your right to use the platform will immediately cease. We may delete your data in accordance with our retention policies. Provisions that by their nature should survive termination shall survive, including but not limited to intellectual property, disclaimers, indemnification, and limitation of liability.

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the State of New York, without regard to its conflict of law provisions.

14.2 Informal Resolution

Before filing a claim, you agree to contact us at (833) 700-2058 to attempt to resolve the dispute informally.

14.3 Arbitration Agreement

Any dispute arising out of or relating to these Terms or the platform shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may bring an action in court to seek injunctive or equitable relief. The arbitration shall take place in New York, New York.

14.4 Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between you and Backhouse individually. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

15. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on the platform with a new "Last Updated" date or by sending you notice through the platform or via text message. Your continued use of Backhouse after changes are posted constitutes acceptance of the modified Terms.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Backhouse regarding the platform.

16.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

16.5 No Agency

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Backhouse.

16.6 Force Majeure

Backhouse shall not be liable for any failure to perform due to circumstances beyond its reasonable control.

17. Contact Information

For questions about these Terms, please contact us: