Draft V1.2 – 6 October 2026. These Terms are under legal review and are not yet in force. Interests and Intentions are not open yet.

Terms and Conditions for Backers

1. Publisher and purpose

1.1. The website uback.com and its services ("Uback") are published by DEALING-ROOM SARL, a French limited liability company with a share capital of 50,000 euros, registered with the Trade and Companies Register of Créteil (Val-de-Marne, France) under number 485 313 712, whose registered office is at 107 rue Chevreul, 94700 Maisons-Alfort, France ("we", "us"). Contact: contact@uback.com.

1.2. These Terms and Conditions (the "Terms") govern the use of Uback by Backers: creating an account, declaring Interests and Intentions, moving them between pools, earning and using Credits, and taking part in the referral programme.

1.3. By creating an account, you accept these Terms in full, on behalf of the legal entity you represent. If you do not accept them, do not create an account.

2. Definitions

Capitalised terms have the following meaning.

Term	Meaning
Backer	A legal entity that meets the eligibility rules of section 4 and holds a Uback account.
Target	What an Interest or Intention is declared on: a specific Company, or a Sector within a Scope. Never a country or a region alone.
Company	A non-listed company shown on Uback (ranking, Radar or Challengers) and eligible under the Uback eligibility criteria.
Sector	Any level of the public Uback taxonomy: family, sector or segment.
Scope	Worldwide, a region (for example Europe) or a country (for example Germany).
Pool	All Interests and Intentions declared on the same Target.
Nested pools	The rule by which counters add up from narrower to wider Pools, and Intentions in wider Pools may be presented for Deal processes in narrower ones (section 6.3).
Interest	A free, non-binding declaration on a Target, made during the free phase of a Pool (section 7).
Intention	A paid, confirmed, non-binding declaration on a Target (section 8).
Ticket range	The range of amounts the Backer says it would consider investing, from USD 25,000 upwards.
Confirmation threshold	The level of Interests at which the paid phase of a Pool opens (section 7.4).
Critical mass	The floor amount of Intentions, estimated by Uback's AI for each Pool, at which the Pool is passed to the Local Partner (section 6.4).
Deal process	The stage at which a Company agrees to discuss with the Local Partner on the basis of a Pool (section 9.3).
Local Partner	The independent, licensed firm (M&A boutique or capital raising adviser) to which Uback entrusts the Pools of a country or a sector.
Credits	Non-cash units, expressed in US dollars, usable only to pay for Intentions (section 11).
Referrer / Referee	A Backer who invites a new Backer / the new Backer invited (section 11).

3. Nature of the service: what Uback is and is not

3.1. Uback is a content publisher and an aggregator of non-binding declarations. It publishes rankings of non-listed startups by AI-estimated valuation, and it brings together the Interests and Intentions of Backers into Pools.

3.2. Uback is not a financial intermediary. Uback is not an investment firm, a crowdfunding service provider, an investment adviser, a broker or a bank. It does not provide investment advice or recommendations, does not receive or transmit orders, does not negotiate, holds no mandate from any Company, Backer or shareholder, and never collects, holds or transfers funds intended for investment.

3.3. An Interest or an Intention is neither an order, nor an offer, nor a commitment to invest. It is a declaration that the Backer would consider investing in a Target, within a Ticket range. It creates no obligation to invest for the Backer, and no obligation to accept investment for any Company.

3.4. Any transaction is offered by the Local Partner alone, under its own regulatory status and responsibility, and under contract documentation that the Backer signs directly with the Local Partner or the issuer. Uback is not a party to any transaction.

3.5. Uback does not guarantee that a Pool will reach Critical mass, that a Company will respond, or that any transaction will take place.

4. Who can be a Backer: eligibility, exclusions, declarations

4.1. Uback is reserved for professionals. Only the following legal entities may open an account:

1. Corporates: companies investing on their own account (corporate venture, industrial or commercial groups);
2. Investment funds and their management companies;
3. Business angels acting through a holding company of which they are the shareholder and legal representative, and who certify on their honour that they have already invested at least USD 25,000 in one or more non-listed companies.

4.2. No individual may open an account in their own name. The Backer always acts in a professional capacity, for the purposes of its business, and not as a consumer.

4.3. Excluded persons. The following may not open an account, declare an Interest or an Intention, or take part in the referral programme:

• any "U.S. person" within the meaning of Regulation S under the U.S. Securities Act of 1933, and any entity acting on behalf of or for the benefit of a U.S. person;
• any person resident, established or incorporated in a country subject to comprehensive sanctions by the European Union, the United Nations, the United States or the United Kingdom, and any person listed on a sanctions list of those authorities;
• any person for whom using Uback would breach the laws of their country of residence or establishment.

Uback may extend or narrow this list at any time. Uback intends to open access to certain professional investors in the United States at a later stage, under rules that will be added to these Terms.

4.4. Declarations. When opening the account, the person who registers declares and guarantees that:

• they have the authority to bind the Backer entity;
• the Backer meets the conditions of section 4.1 and is not an excluded person under section 4.3;
• the Backer understands the risks of investing in non-listed companies, including the total loss of the capital invested and the lack of liquidity;
• the information provided is accurate, and will be kept up to date.

4.5. Checks. Uback and the Local Partner may ask at any time for supporting documents (company registration, identity of the legal representative and beneficial owners, evidence of past investments). A false declaration entitles Uback to close the account under section 18, without refund.

5. Account

5.1. Each Backer entity may hold one account only. It is operated by one or more named representatives of the entity, who are responsible for keeping their login details confidential.

5.2. All actions taken from the account are deemed taken by the Backer.

5.3. The Backer's dashboard shows its Interests, Intentions, Pools, Credits, referrals and the history of its moves.

6. Pools: targets, scopes, nesting, critical mass

6.1. Targets. A Backer may declare on:

• a specific Company, whether or not that Company has agreed to be backed. Declaring on a Company does not mean that the Company is raising funds or open to investors;
• a Sector within a Scope, for example robotics in Germany, robotics in Europe or robotics worldwide. On a Sector, the Backer may name a preferred Company: this preference is a signal passed on with the Pool, and the declaration stays in the Sector Pool.

No declaration can be made on a country or a region alone, nor on a listed company.

6.2. Ticket range. Each declaration states a Ticket range. The minimum ticket is USD 25,000.

6.3. Nested pools. Pools are nested on two axes: geography (the Scope: a country is within its region, which is within worldwide) and taxonomy (the Sector: a segment is within its sector, which is within its family).

(a) Counters. An Interest or an Intention counts in its own Pool and in every wider Pool that contains it, on both axes, for the sole purpose of the aggregated counters displayed by Uback (section 6.5).

(b) Deal eligibility. An Intention may be presented for a Deal process concerning a Company within the Target of its own Pool or of any narrower Pool contained in it. It is never presented for a Company outside the Target of its own Pool. For example, an Intention on robotics worldwide may be presented for a robotics Company in Germany; an Intention on robotics in Germany is never presented for a Company outside Germany.

(c) One Deal process at a time. An Intention declared in a wider Pool may be engaged in only one Deal process at a time. While engaged, it no longer counts toward the Critical mass of any other Pool.

(d) Critical mass. The Critical mass of a Pool is assessed primarily on the Intentions declared in that Pool. Intentions from wider Pools may supplement them, under conditions set by Uback.

6.4. Critical mass. For each Pool, Uback's AI estimates a floor amount of Intentions (the Critical mass). Uback may revise it at any time. When a Pool reaches its Critical mass, Uback passes it to the Local Partner concerned, who presents the demand to the Company or Companies concerned.

6.5. Counters. Uback publishes, for each Pool, the number of Backers and the combined amount, rounded into ranges, once they exceed a minimum threshold. Interests and confirmed Intentions are shown separately. The identity of Backers is never published.

7. Interests (free phase)

7.1. Every Pool starts with a free phase. During it, Backers declare free Interests. Interests measure demand; they are never presented to a Company by the Local Partner.

7.2. Limit. A Backer may hold free Interests on up to 3 Pools at the same time. Each eligible Referee registered by the Backer unlocks one additional free Interest (section 11.6). Uback may change the limit for future Interests.

7.3. An Interest can be moved or withdrawn free of charge at any time during the free phase.

7.4. Opening of the paid phase. When the Interests in a Pool reach its Confirmation threshold, set by Uback as a multiple of the Critical mass, Uback opens the paid phase for that Pool and invites each Backer holding an Interest in it to confirm it as an Intention.

7.5. Expiry. An Interest that is not confirmed within 60 days of that invitation expires automatically. Its slot is freed. An expired Interest gives no priority and no right of any kind.

8. Confirmed Intentions (paid phase): price, payment, non-refundability

8.1. What an Intention is. Once the paid phase of a Pool is open, a Backer may confirm an Interest, or declare a new Intention directly, by paying its price. Only Intentions count toward Critical mass and are passed to the Local Partner.

8.2. Price. The price of an Intention depends on the country of the Target and on the Ticket range. Prices are shown, excluding and including taxes, before any payment. Uback may change its prices for future Intentions; a price change never applies to an Intention already paid.

8.3. Payment. Intentions are paid online through a third-party payment provider, by card or bank transfer, or with Credits, or a combination of both. Uback issues an invoice for each payment. Uback does not store card details.

8.4. What the price pays for. The price pays for the declaration service: registering the Intention, aggregating it in its Pools, moving it on request, and, once Critical mass is reached, passing the Pool to the Local Partner. It is neither a deposit, nor an advance on an investment, nor a fee on any transaction. It is not deducted from any later investment.

8.5. Non-refundable. The Backer acts as a professional and expressly requests that the service starts immediately upon payment. An Intention is therefore non-refundable, whatever happens next: whether or not the Pool reaches Critical mass, whether or not the Company responds, and whether or not a transaction takes place.

8.6. Exception. If Uback permanently closes a Pool before it is passed to a Local Partner, for a reason that is not linked to the Backer (for example the Target becomes ineligible), the Backer is invited to move its Intention to another Pool. If it cannot be moved, its price is converted into Credits of the same amount.

9. Life of an Intention: validity, moves, freeze

9.1. Valid for life. An Intention has no expiry date, as long as the Backer's account is open.

9.2. Movable. Until a Deal process opens on its Pool, the Backer may move an Intention at any time, free of charge, to another Company or another Sector, in any Scope, within the same Ticket range or a lower one. It then leaves its Pool and joins the new one. Uback or the Local Partner may suggest a move; the decision always remains the Backer's.

9.3. Freeze. A Deal process opens when a Company agrees to discuss with the Local Partner on the basis of the Pool. From then on, the Intentions in that Pool are attached to that Deal process and can no longer be moved, whatever the outcome. The Intention has done its job: carrying the Backers' demand to the Company. To join another Pool afterwards, the Backer declares a new Intention.

9.4. Freedom to invest or not. A frozen Intention never obliges the Backer to invest. The Backer remains free to take part in any transaction proposed by the Local Partner, or not.

9.5. Company that does not follow up. When a Pool on a Company has reached Critical mass and the Company does not follow up within a reasonable period, Uback invites the Backers in that Pool to move their Intentions to a competitor or a similar Company. Until a Deal process opens, the Intentions remain movable under 9.2.

9.6. Ineligible Target. If a Target becomes ineligible (listing, full acquisition, insolvency, removal from the taxonomy), Uback notifies the Backers concerned, who move their Intentions under 9.2, or section 8.6 applies.

10. Local Partners and transactions

10.1. In each country, Uback entrusts Pools to a single Local Partner, licensed or registered with the competent local authority. A Local Partner may also be assigned one or more Sectors, which it follows in every country. The Local Partner of each country is named on the country page.

10.2. Consent before any transfer. The Backer's identity and contact details are passed to a Local Partner only with the Backer's prior consent, given in its account, and only when a Pool containing its Intention is passed to that Local Partner.

10.3. Independence. The Local Partner acts in its own name, under its own regulatory status and its own responsibility. It alone contacts Companies, structures and negotiates any transaction, carries out its own know-your-customer and anti-money-laundering checks, and proposes any investment documentation. Uback does not control its work and is not liable for it.

10.4. Transactions. Any proposed transaction (capital increase or sale of existing shares) is presented by the Local Partner directly to the Backers concerned. Each Backer decides freely whether to take part. Small tickets may be pooled in a common vehicle set up by the Local Partner, under its own terms. The Backer's relationship with the Local Partner, the Company and any vehicle is governed solely by the contracts signed with them.

10.5. Uback may receive remuneration from Local Partners. This remuneration never influences a ranking.

11. Credits and referral programme

11.1. Credits. Credits are non-cash units, expressed in US dollars, recorded in the Backer's account. They can only be used to pay for Intentions, in whole or in part. They cannot be exchanged for cash, transferred to another account, sold or pledged, and bear no interest. Credits are used before or alongside other means of payment, at the Backer's choice.

11.2. Validity. Credits are valid for 24 months from the date they are granted. They are lost when the account is closed, for any reason.

11.3. Referral link. Each Backer has a personal referral link. A Referee is a new Backer who opens an account through that link and meets the eligibility rules of section 4.

11.4. Referral Credit. When a Referee pays for an Intention, the Referrer receives Credits equal to the amount paid by the Referee, excluding taxes and excluding any part paid with Credits. This applies to the Intentions paid by the Referee during 12 months from its registration.

11.5. Referral Credits are granted once the Referee's payment is final (payment received, no dispute or chargeback). They are cancelled if that payment is later reversed.

11.6. Extra free Interest. Each Referee whose account is validated unlocks one additional free Interest slot for the Referrer (section 7.2), up to 5 extra slots.

11.7. No self-referral. No Referral Credit or extra slot is granted when the Referrer and the Referee belong to the same group, share a beneficial owner or a legal representative, or when Uback has reasonable grounds to believe that an account was opened to obtain Credits. In that case Uback may cancel the Credits concerned and suspend the accounts involved.

11.8. Changes. Uback may change or end the referral programme for the future, with 30 days' notice. Credits already granted remain valid until their expiry date.

12. Sharing pools

12.1. Each Pool has a public share link showing its progress toward Critical mass, in ranges. Backers are encouraged to share it.

12.2. When sharing a Pool or a referral link, the Backer:

• shares it only with persons who may meet the eligibility rules of section 4, and never with the general public as an investment opportunity;
• never presents a Pool as an offer of securities, a promise of return, or a statement that a Company is raising funds;
• does not use Uback's name or brand in any way that suggests it acts for Uback.

13. Rankings and content

13.1. Uback's rankings, estimated valuations, ranges, orders of magnitude and confidence indices are editorial estimates produced by AI from public information, under the principles published on the Method page. They are indicative and imperfect by nature. They are neither a financial valuation, nor an offer, nor investment advice, nor a recommendation to declare an Intention.

13.2. The Backer makes its own investment decisions, with its own advisers, on the basis of the documentation provided by the Local Partner and the Company.

13.3. Content published by third parties on Uback (analyst notes, Challenger memos) is the sole responsibility of its authors. Challengers are sponsored listings and have no effect on rankings.

13.4. Risk warning. Investing in non-listed companies carries a risk of losing all the capital invested. Shares are illiquid and may be impossible to sell for several years.

14. Backer undertakings

The Backer undertakes:

• to declare only Interests and Intentions it would genuinely consider, within Ticket ranges consistent with its means;
• not to open several accounts, nor to create accounts to obtain Credits or extra free Interests;
• not to extract, copy or reuse Uback's data or rankings in bulk, by automated means or otherwise, for any commercial purpose;
• to keep confidential any non-public information received through Uback (Challenger memos, information from a Local Partner), and to use it only to assess an investment;
• not to use Uback in breach of applicable law, in particular sanctions, anti-money-laundering and securities laws;
• to inform Uback without delay of any change affecting its eligibility.

15. Confidentiality and personal data

15.1. Intentions are confidential. Uback never publishes the identity of a Backer or the amount of an individual Interest or Intention. Only aggregated counters, rounded into ranges, are public.

15.2. No sale of data. Uback does not sell any data. It passes a Backer's data only to the Local Partner concerned, with the Backer's consent (section 10.2), to its technical service providers acting on its instructions, and to authorities where the law requires it.

15.3. DEALING-ROOM SARL is the controller of the personal data of the Backer's representatives. Its processing (purposes, legal bases, retention, transfers outside the European Union, rights of access, rectification, erasure, objection and portability) are described in the Privacy policy. Requests: contact@uback.com.

16. Intellectual property

The Uback name and brand, the website, its rankings, taxonomy, texts, databases and software belong to DEALING-ROOM SARL or its licensors. The Backer receives a personal, non-exclusive, non-transferable right to consult them for its own investment purposes. Short quotations of a ranking are allowed with the mention "Source: Uback" and a link to the ranking page.

17. Liability

17.1. Uback provides its service with reasonable care, under an obligation of means. It does not guarantee that the service is uninterrupted or error-free.

17.2. Uback is not liable for:

• any investment decision, gain or loss of the Backer;
• the accuracy or completeness of rankings, estimates or third-party content;
• the acts, omissions or advice of any Local Partner, Company, shareholder or vehicle;
• a Pool not reaching Critical mass, a Company not responding, or a transaction not taking place;
• indirect losses, such as loss of opportunity, profit or reputation.

17.3. In any event, Uback's total liability to a Backer is capped at the amounts paid by that Backer to Uback during the 12 months before the event giving rise to the claim.

17.4. Nothing in these Terms limits liability for gross negligence, wilful misconduct, or where the law does not allow it.

18. Suspension, termination, closure

18.1. By the Backer. The Backer may close its account at any time. Paid Intentions are not refunded; Intentions not yet frozen leave their Pools; frozen Intentions remain counted in their Deal process until it ends; unused Credits are lost.

18.2. By Uback. Uback may suspend or close an account, after notice where possible, if the Backer no longer meets section 4, makes a false declaration, breaches these Terms, or if required by law or a competent authority. Closure for breach gives rise to no refund and no Credit.

18.3. Uback may also close the service in a country or a Sector with 60 days' notice. Section 8.6 then applies to the Intentions concerned.

19. Beta, changes to the service and to these Terms

19.1. Uback is in public beta. Rankings, features and rules may change frequently. Interests and Intentions open country by country, once the Local Partner of the country is signed.

19.2. Uback may amend these Terms. Changes are notified by e-mail and in the account at least 30 days before they take effect. Continuing to use Uback after that date means accepting them; otherwise the Backer may close its account.

19.3. Protected rules. No change may reduce, for Intentions already paid, their lifetime validity, their movability until a Deal process opens, or the Backer's freedom not to invest.

20. Governing law, jurisdiction, language

20.1. These Terms are governed by French law.

20.2. Before any legal action, the parties will try to settle their dispute amicably within 30 days of a written notice. Failing that, any dispute is submitted to the exclusive jurisdiction of the competent courts of Paris, France, including in the event of multiple defendants or third-party claims.

20.3. These Terms are written in English, which prevails over any translation.