Backlane Terms of Service

Version 1.0 of 30 October 2026

Section 1 – Scope and Definitions

1.1 These Terms of Service (the “Terms of Service”) govern the contract on the use of the Backlane service available at the Website (the “Service”) between ShopVibes GmbH, An der Römerstraße 16, 82041 Oberhaching, Germany, registered with the commercial register of the Local Court of Munich (Amtsgericht München) under HRB 262169, represented by its managing director Philipp Schlieker, who has sole power of representation (“Backlane”), and the business that registers for the Service (the “Customer”; each a “Party” and together the “Parties”). This contract is referred to as the “Main Agreement”.

1.2 The Service is offered exclusively to businesses within the meaning of Section 14 German Civil Code, such as online sellers and e-commerce teams. Consumers within the meaning of Section 13 German Civil Code are excluded. When registering, the Customer confirms that it uses the Service for its commercial or independent professional activity.

1.3 These Terms of Service apply exclusively. Conflicting or supplementary terms of the Customer do not apply, even if Backlane does not expressly object to them.

1.4 In these Terms of Service, the following terms have the meanings set out below. They have the same meaning in the DPA.

“Administrator” means a user of the Backlane Account with administrator rights.
“AI Agent” means a software application based on artificial intelligence that the Customer uses to access the Service via an MCP Client.
“Backlane Account” means the Customer’s organisation account for the Service, including the user accounts of its staff.
“Code Mode” means the function of the Service in which code generated by an AI Agent is executed by the Service.
“Credentials” means access tokens, refresh tokens, API keys and other authentication data that the Customer provides or authorises so that the Service can access a Marketplace Account.
“Customer Content” means all data, including Customer Data, that the Customer or its MCP Clients transmit to the Service or that the Service retrieves from the Customer’s Marketplace Accounts.
“Customer Data” means all personal data that Backlane processes on behalf of the Customer under the DPA.
“DPA” means the Backlane Data Processing Agreement under Section 2.3.
“Marketplace Account” means a seller account of the Customer on an online marketplace that the Customer connects to the Service.
“MCP Client” means software that connects to the Service via the Model Context Protocol, such as an AI assistant or agent framework, selected and operated by or for the Customer.
“Sub-processor” means a further processor engaged by Backlane to carry out specific processing activities on behalf of the Customer (Art. 28(2) and (4) GDPR).
“Text Form” means a legible declaration on a durable medium that names the person making it, such as an email (Section 126b German Civil Code).
“Tool Call” means a request by an MCP Client to the Service to execute a function offered by the Service, for example to retrieve or change data in a Marketplace Account.
“Website” means Backlane’s website at getbacklane.com.

Section 2 – Conclusion of Contract and Contract Language

2.1 The presentation of the Service on the Website is not a binding offer. The Main Agreement is concluded when the Customer completes the registration for a Backlane Account and accepts these Terms of Service. There is no entitlement to registration.

2.2 The person registering confirms that they are authorised to represent the Customer and that the Customer acts as a business (Section 1.2). The Customer provides accurate registration data and keeps them up to date.

2.3 The Backlane Data Processing Agreement, available in the settings of the Customer’s Backlane Account at app.getbacklane.com, is incorporated into these Terms of Service and forms part of the Main Agreement. It is concluded together with the Main Agreement and applies from registration. Before registration, Backlane sends the DPA in Text Form on request to hello@getbacklane.com. On request via the request function in its Backlane Account, Backlane issues the Customer a copy of the DPA that is completed with the Customer’s details and signed on behalf of Backlane.

2.4 The Main Agreement is concluded in English. English is the contract language, and the Customer expressly accepts English as the contract language when registering for the Service.

Section 3 – Service

3.1 Backlane provides the Service as a hosted remote MCP server. After OAuth authentication, the Customer can connect its Marketplace Accounts to the Service and use them via MCP Clients of its choice, such as Claude, ChatGPT, Cursor or VS Code. The Service offers tools for reading and writing data in Marketplace Accounts and Code Mode, in which code generated by an AI Agent runs in an isolated sandbox for each request.

3.2 The Service supports the marketplaces listed on the Website from time to time. The functions available for each marketplace depend on the interfaces provided by the respective marketplace operator.

3.3 The Service depends on the interfaces (APIs) of the marketplace operators and their terms and on MCP Clients of third parties. These are not part of the Service, and Backlane has no influence on them. Backlane does not guarantee their availability, functionality or continued compatibility with the Service. If a marketplace operator restricts or discontinues access to its interfaces or changes its terms, Backlane may restrict or discontinue the functions concerned and informs the Customer of this without undue delay. If, during paid use, such a restriction materially affects the Customer, the Customer may terminate the Main Agreement without notice.

3.4 Backlane may use subcontractors to provide the Service. The engagement of Sub-processors for the processing of Customer Data is governed by the DPA.

3.5 Support is provided by email to hello@getbacklane.com. Unless otherwise agreed, Backlane owes no specific response times.

Section 4 – Open Beta and Fees

4.1 The Service is currently provided as an open beta, free of charge for a limited time. As long as the Customer uses the Service free of charge, whether during the beta or afterwards, Backlane owes no specific availability or service levels and may change, extend, restrict or remove functions.

4.2 Backlane may end the beta by giving the Customer four weeks’ notice by email.

4.3 Fees are payable only if the Customer expressly agrees to a paid plan. If the Customer does not agree to a paid plan, either Party may terminate the Main Agreement with effect from the end of the beta.

4.4 For a paid plan, the prices, payment terms, scope and term agreed when the Customer agrees to the paid plan apply. Except as provided in Section 3.3, under a paid plan, Backlane may change functions only if the change is reasonable for the Customer and does not materially reduce the agreed scope of the Service.

Section 5 – Obligations of the Customer

5.1 The Customer complies with the terms, API rules and policies of the marketplaces whose Marketplace Accounts it connects to the Service. Where Backlane’s own agreements with marketplace operators require it, the Customer also complies with usage requirements that Backlane notifies to it in Text Form.

5.2 The Customer uses the Service only for its own business and connects only Marketplace Accounts of its own business. Use of the Service on behalf of third parties, in particular as an agency or as a processor for its clients, is not permitted (Section 2.2 of the DPA).

5.3 The Customer keeps the Credentials, the access data for its Backlane Account and the access of its MCP Clients to the Service secure and protects them against unauthorised use. It informs Backlane without undue delay if it suspects unauthorised use. The Customer is responsible for all activities carried out via its Backlane Account and for the conduct of its users as for its own conduct.

5.4 The Service may not be used by Customers that sell products whose purchase can reveal data concerning health, in particular medicinal and pharmacy products, medical devices and aids, and dental products (Section 3.2 of the DPA).

5.5 The Customer does not use the Service unlawfully or abusively. In particular, it does not circumvent usage limits or technical protection measures, does not impair the operation of the Service and does not reverse engineer, decompile or disassemble the Service, except as permitted by mandatory law (Sections 69d and 69e German Copyright Act).

Section 6 – AI Agents and Tool Calls

6.1 Backlane executes Tool Calls as instructed by the Customer’s MCP Clients (Section 5 of the DPA). Backlane is not obliged to review individual Tool Calls for lawfulness or appropriateness; Section 5.7 of the DPA remains unaffected.

6.2 The Customer is responsible for its AI Agents and MCP Clients, their configuration and the permissions it grants them, in particular write access to Marketplace Accounts. A Tool Call is authorised by the Customer if it is sent by an MCP Client using access to the Backlane Account granted by or for the Customer. Administrators can disable write access for the entire Backlane Account.

6.3 Responses and other output of AI Agents are generated by third-party MCP Clients and AI providers. Backlane does not guarantee their accuracy, completeness or suitability. The Customer is solely responsible for any use it makes of such output.

6.4 If the Service executes an authorised Tool Call as sent by the MCP Client, Backlane has performed the Service in accordance with the contract, even if the Tool Call is erroneous, incomplete or commercially disadvantageous, for example because the AI Agent misunderstood the Customer’s instructions. The Customer bears the consequences of such Tool Calls. Backlane is responsible only if, due to a fault in the Service, a Tool Call is executed incorrectly, in particular with content other than that sent by the MCP Client, or a Tool Call is executed that was not sent by an authorised MCP Client. Backlane’s liability, including in these cases, is governed exclusively by Section 11.

6.5 Backlane logs write Tool Calls executed via the Backlane Account, including the MCP Client or access token used, the time, the function called and the Marketplace Account concerned. Backlane may use these logs to establish whether a write Tool Call was authorised and executed correctly (Section 6.4).

6.6 The Customer indemnifies Backlane against justified claims of third parties, in particular of marketplace operators, to the extent that they are caused by the Customer culpably

breaching the terms, API rules or policies of a marketplace (Section 5.1);
enabling or failing to prevent unauthorised access to its Backlane Account, Credentials or MCP Clients (Section 5.3); or
causing unlawful Tool Calls.

This does not apply to the extent that the claim is attributable to Backlane’s own conduct, in particular to the incorrect execution of a Tool Call by the Service (Section 6.4). Where both Parties contributed to the claim, Section 254 German Civil Code applies accordingly. The indemnity includes reasonable costs of legal defence.

6.7 Backlane informs the Customer of a claim under Section 6.6 without undue delay and gives it the opportunity to comment. Backlane does not acknowledge or settle the claim without the Customer’s consent, which may not be unreasonably withheld. Where legally possible and at the Customer’s request, Backlane allows the Customer to conduct or participate in the defence and provides the information reasonably required for this.

Section 7 – Suspension

7.1 Backlane may temporarily suspend the Customer’s access to the Service in whole or in part, for example write access or individual Marketplace Accounts, if this is necessary

to avert a security risk to the Service, Backlane, other customers or third parties;
because the Customer materially breaches Section 5 or uses the Service abusively; or
because a marketplace operator demands it or it is required to comply with the marketplace’s terms.

7.2 Backlane chooses the least restrictive suitable measure, informs the Customer without undue delay and, where possible, in advance, and lifts the suspension as soon as the reason for it no longer exists. Other rights of the Parties remain unaffected.

Section 8 – Data Protection

8.1 Backlane processes Customer Data on behalf of the Customer in accordance with the DPA. In the event of a conflict, the DPA prevails with regard to the processing of Customer Data (Section 2.6 of the DPA).

8.2 The Customer is responsible for compliance with data protection law for disclosures to the MCP Clients and marketplace operators it chooses, including those outside the EU/EEA (Sections 2.4 and 2.5 of the DPA).

8.3 Backlane processes personal data as a controller in its own right, in particular data on the Backlane Account and its users and on the use of the Service (Section 2.3 of the DPA), as described in its privacy policy at https://www.shop-vibes.de/datenschutz.

Section 9 – Rights of Use, Customer Content and Feedback

9.1 For the term of the Main Agreement, Backlane grants the Customer a simple (non-exclusive), non-transferable and non-sublicensable right to use the Service for its own business in accordance with these Terms of Service.

9.2 Customer Content remains the Customer’s. The Customer grants Backlane the rights to Customer Content that are necessary to provide the Service, for the term of the Main Agreement and thereafter until deletion in accordance with Section 14 of the DPA. For Customer Data, the DPA applies.

9.3 If the Customer voluntarily provides suggestions or other feedback on the Service, Backlane may use it free of charge and without restriction to improve and develop its products. This does not apply to Customer Data or confidential information of the Customer contained in the feedback.

Section 10 – Confidentiality

10.1 Each Party keeps confidential all information of the other Party that is marked as confidential or whose confidential nature is evident from the circumstances. It uses such information only for the purposes of the Main Agreement and discloses it only to persons who need it for these purposes and are bound to confidentiality.

10.2 Section 10.1 does not apply to information that

is or becomes publicly known without a breach of this Section 10;
was lawfully known to the receiving Party before disclosure;
the receiving Party lawfully receives from a third party without an obligation of confidentiality; or
must be disclosed by law or by order of an authority or court; in this case, the receiving Party informs the other Party in advance where legally permissible.

10.3 The confidentiality obligation continues for 3 years after the end of the Main Agreement. For Customer Data, the DPA applies without time limit.

Section 11 – Liability

11.1 Backlane is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, under a guarantee it has assumed and for fraudulently concealed defects.

11.2 As long as the Customer uses the Service free of charge, Backlane’s liability is otherwise excluded. This reflects the statutory standard of liability for gratuitous contracts (Sections 521 and 599 German Civil Code). If this exclusion is ineffective in an individual case, Sections 11.3 and 11.4 apply accordingly.

11.3 If the Customer uses the Service under a paid plan, Backlane is liable for slight negligence only for breaches of essential contractual obligations. Essential contractual obligations are obligations whose fulfilment makes the proper performance of the Main Agreement possible in the first place and on whose fulfilment the Customer regularly relies and may rely. In this case, Backlane’s liability is limited to the damage typically foreseeable at the time the Main Agreement was concluded. Otherwise, liability for slight negligence is excluded.

11.4 Liability under Section 11.3 is in any case limited per event giving rise to damage to the higher of the fees paid by the Customer in the 12 months before that event and EUR 1,000. Backlane’s total liability under Section 11.3 for all events giving rise to damage within one calendar year is limited to the higher of the fees paid by the Customer in that calendar year and EUR 1,000. Several events arising from the same cause, or from causes of the same kind that are connected in time, count as one event. Claims for damages under Section 11.3 become time-barred one year after the start of the statutory limitation period.

11.5 The limitations of liability in this Section 11 also apply in favour of Backlane’s legal representatives, employees and vicarious agents.

11.6 Liability under Art. 82 GDPR towards data subjects remains unaffected. The internal allocation of compensation paid to data subjects between the Parties follows Section 15.3 of the DPA; Sections 11.2 to 11.4 do not apply to it.

Section 12 – Term and Termination

12.1 The Main Agreement is concluded for an indefinite term.

12.2 As long as the Customer uses the Service free of charge, either Party may terminate the Main Agreement at any time. For a paid plan, the term and notice periods agreed for that plan apply (Section 4.4).

12.3 Other termination rights under these Terms of Service, in particular under Sections 3.3, 4.3 and 13.2, remain unaffected.

12.4 The right of either Party to terminate the Main Agreement for good cause (Section 314 German Civil Code) remains unaffected.

12.5 Termination must be declared in Text Form (Section 14.3).

12.6 When the Main Agreement ends, Backlane disconnects the Customer’s Marketplace Accounts from the Service, deletes the Credentials (Section 14.4 of the DPA) and deletes Customer Data in accordance with Section 14 of the DPA.

Section 13 – Changes to these Terms of Service

13.1 Backlane may amend these Terms of Service if this is required by changes in applicable law or by decisions of courts or supervisory authorities, or if changes to the Service make an amendment necessary and the amendment does not put the Customer at a disadvantage.

13.2 Backlane notifies the Customer of the amendment by email at least four weeks before it takes effect and, in the notification, points out the right to object, the objection period and the consequences of not objecting. The Customer may object in Text Form within this period; otherwise the amendment takes effect. If the Customer objects, either Party may terminate the Main Agreement with effect from the date on which the amendment would have taken effect.

13.3 Changes to the essential obligations of the Parties and to prices cannot take effect under Section 13.2; they require the Customer’s express consent. Sections 3.3, 4.1 and 4.4 remain unaffected.

13.4 Amendments to the DPA are governed by Section 16 of the DPA.

Section 14 – Final Provisions

14.1 The Main Agreement is governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.2 The exclusive place of jurisdiction for all disputes arising from or in connection with the Main Agreement is Munich, Germany, provided that the Customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany. Backlane remains entitled to bring an action at any other statutory place of jurisdiction.

14.3 Unless these Terms of Service provide otherwise, declarations under the Main Agreement must be made in Text Form. Backlane may send them to the email address stored in the Backlane Account; the Customer sends them to hello@getbacklane.com.

14.4 Should individual provisions of these Terms of Service be invalid, this does not affect the validity of the remaining provisions.