Founding Customer Program — Terms and Conditions

1. The offer in brief

RevUpra will waive the implementation fee for up to five (5) eligible US manufacturers or distributors. Each one gets the implementation of one RevUpra module of its choice at no charge. The implementation is delivered over a six-week period and is capped at the effort described in Section 6. In return, the customer signs a RevUpra subscription of one year or longer, for which it pays the subscription fees.

Only the implementation fee is waived. Subscription fees, additional modules, add-ons, and services outside the scope in Section 6 are charged in full.

These terms explain who qualifies, how places are allocated, what is included, what each party must do, how success is measured, and what happens if the commitment is not kept.

2. Definitions

“RevUpra,” “we,” “us” means RevUpra, Inc., a Delaware corporation.
“Customer,” “you” means the legal entity that signs the Order Form.
“Affiliate” means any entity that controls, is controlled by, or is under common control with the Customer, where “control” means owning more than 50% of the voting interests.
“Program” means the RevUpra Founding Customer Program described in these terms.
“Order Form” means the RevUpra order form that the Customer and RevUpra sign to purchase the subscription and to enroll in the Program.
“Master Subscription Agreement” or “MSA” means RevUpra’s master subscription agreement. It governs the Customer’s use of the RevUpra platform.
“Implementation Services” means the services described in Section 6.
“Waived Implementation Value” means $48,000 (forty-eight thousand US dollars). This is the list price of RevUpra’s Quick Start implementation package, which is the work the Program provides at no charge.
“Implementation Period” means the six (6) consecutive weeks that begin on the Project Start Date.
“Project Start Date” means the date of the project kickoff meeting. It is scheduled within fifteen (15) business days after both parties sign the Order Form.
“Request Time” means the date and time that RevUpra’s systems receive a completed demo request submitted through the form at revupra.ai/demo. That time is shown in the confirmation email RevUpra sends to the requester.
“Customer Delay” means any delay caused by the Customer, its Affiliates, its contractors, or its systems. Examples are late or incomplete data, unavailable people, late decisions, and late user acceptance testing (UAT).
“Business day” means Monday through Friday, excluding US federal holidays.

3. Eligibility

To take part, the Customer must meet all of the following conditions, both when it signs the Order Form and throughout the Implementation Period:

Revenue. The total gross revenue of the Customer and its Affiliates combined was less than $5,000,000 (five million US dollars) for fiscal year 2025. If the fiscal year is not the calendar year, use the fiscal year that ended during calendar year 2025.
Type of business. The Customer is a manufacturer or a distributor of physical goods. It is a legal entity organized in the United States and conducts its operations in the United States.
One business unit. The Program covers one business unit. A business unit is one operating unit that keeps one set of books (one legal entity and one chart of accounts).
One ERP. The business unit runs one production instance of one ERP system. That ERP is the system of record for the sales, purchases, or invoices that the chosen module uses.
Integration capability. The Customer has, or will provide at its own cost, middleware or an integration tool that can send data from its ERP to RevUpra. Examples are an iPaaS platform, an ETL tool, a scheduled SFTP file transfer, or REST calls. The data must be in RevUpra’s documented formats.
Subscription of one year or longer. The Customer signs an Order Form for a subscription with an initial term of at least one (1) year (Section 9).
Not otherwise excluded. The Customer is not:
- an existing or former RevUpra customer;
- a competitor of RevUpra, or a consultant, systems integrator, or reseller acting for a third party;
- a government entity or government-owned enterprise;
- subject to bankruptcy, insolvency, or receivership proceedings; or
- a person or entity named on, or owned by a person or entity named on, any US government sanctions or restricted-party list.
Proof of eligibility. On request, the Customer will give RevUpra reasonable evidence of eligibility, such as financial statements or a tax return showing fiscal year 2025 revenue. An authorized officer of the Customer will certify eligibility in the Order Form. RevUpra treats any financial documents it receives as confidential.
One place per group. Only one place is available per Customer and its Affiliates.

4. Five places, first come, first served

The queue. Places are offered in the order of Request Time. The demo request is treated as the Customer’s formal first inquiry. If more than one request comes from the same company or its Affiliates, only the earliest counts.
A request holds a place in line, not a place in the Program. A place is confirmed only when both of these have happened:
- (a) RevUpra has confirmed that the Customer is eligible; and
- (b) both parties have signed the Order Form and the MSA within thirty (30) days after RevUpra sends the Order Form. If either condition is not met, the place passes to the next eligible requester in the queue.
Valid requests. A request must be complete, truthful, submitted by an employee of the prospective Customer using a work email address, and not submitted by automated means. RevUpra may disregard any request that does not meet these conditions.
When the offer ends. The offer ends when five places are confirmed, or earlier if RevUpra ends the Program under Section 12.3. RevUpra will show on its website when all places have been filled. Requests that arrive after that may be placed on a waiting list. A place on the waiting list is not a commitment.
RevUpra’s record decides. RevUpra’s record of the Request Time and its eligibility decision determine the order of the queue. RevUpra may decline to enroll an applicant for any lawful business reason, including credit standing or a poor fit between the applicant’s needs and the Program’s scope. RevUpra will tell any applicant it declines.

5. What the Program includes

One module of the Customer’s choice from RevUpra’s core modules:
- Vendor Rebates;
- Customer Rebates;
- Ship & Debit / Chargebacks;
- Trade Promotion Management; or
- Contract Management.
The Customer names the module in the Order Form. It cannot change the module after the Project Start Date.
Implementation Services for that module, as described in Section 6, at no charge, up to the effort limit in Section 6.3.
A production tenant and a sandbox tenant, provisioned and hosted in the United States, with the features the subscription includes.

6. Scope and limits of the free implementation

6.1 Included

RevUpra delivers the following services remotely, in English, during US business hours:

Kickoff. A project plan, data requirements, and an agreed list of test scenarios.
Configuration. Setting up the chosen module from RevUpra’s standard Implementation Profile for the Customer’s industry. This covers configuration only: no custom code, custom screens, or custom apps.
Master data load. Loading the Customer’s entities (customers and/or vendors), items, and units of measure from files the Customer provides in RevUpra’s templates, up to:
- 10,000 items; and
- 5,000 customer and vendor records.
Agreement setup. Setting up up to fifty (50) active agreements for the chosen module.
Transaction history. One load of up to twelve (12) months of transaction history from files the Customer provides in RevUpra’s templates.
One inbound interface. Setting up one inbound interface from the Customer’s middleware into RevUpra, using RevUpra’s standard REST or SFTP formats.
One outbound export. Setting up one outbound export of the module’s settlement or accounting output, in RevUpra’s standard format.
UAT. Support during the Customer’s user acceptance testing.
Training. Two administrator training sessions of up to two hours each, delivered train-the-trainer style.
Hypercare. Two weeks of go-live support, inside the Implementation Period.

6.2 Not included

The following services are not part of the Program. They are available under a separate statement of work at RevUpra’s then-current rates:

additional modules or add-ons (for example Deal Modeler, Partner Portal, Visual Analytics);
a second business unit, legal entity, or ERP instance;
any work on the Customer’s side of the integration: ERP extracts, middleware development, mappings inside the Customer’s systems, network, firewall, or security configuration;
data cleansing, de-duplication, correcting source data, or reconciling the Customer’s historical records;
data volumes, agreements, or history above the limits in Section 6.1;
custom development, custom reports beyond RevUpra’s standard reports, custom pages or apps, or custom-built interfaces;
on-site work and travel (if requested, travel is billed at cost with prior written approval);
end-user training beyond Section 6.1; and
third-party software or licenses.

6.3 Effort limit

The free Implementation Services are limited to the Implementation Period (six weeks) and to a maximum of 240 hours of RevUpra personnel time, whichever limit is reached first. Their value is the Waived Implementation Value.

Work requested beyond either limit, or outside Section 6.1, is done only under a written change order signed by both parties. It is billed at $175 per hour, or at the rate stated in the change order.

7. The six-week plan and the Customer’s obligations

7.1 Plan

Week	Milestone
1	Kickoff. Data requirements issued. Test scenarios agreed. Integration approach confirmed.
2	The Customer delivers complete master data, agreements, and history in RevUpra’s templates.
3–4	Configuration, data load, and interface build. The Customer’s middleware sends test data.
5	UAT. The Customer runs the agreed test scenarios and reports defects in writing.
6	Defects fixed. Go-live. Hypercare begins. Success criteria (Section 8) confirmed.

7.2 Customer obligations

The six-week timeline depends on the Customer meeting the following obligations. The Customer will:

Name a dedicated project team at kickoff. The team must include at least:
- an executive sponsor with authority to make decisions;
- a project manager who is available at least 50% of their time during the Implementation Period;
- a technical lead for the ERP and middleware; and
- business subject-matter experts and UAT testers for the chosen module.
The Customer will tell RevUpra promptly if any of these people changes.
Deliver data on time. Complete and accurate data must reach RevUpra in RevUpra’s templates by the end of Week 2. The Customer is responsible for the accuracy, completeness, and lawfulness of all data it provides.
Respond and decide promptly. The Customer will answer RevUpra’s questions and make decisions within two (2) business days.
Make the interface work on its side. The Customer will have its middleware send test data to RevUpra’s interface by the end of Week 4.
Complete UAT on time. The Customer will run the agreed test scenarios within the UAT window of five (5) business days. It will then either sign off or give RevUpra a written list of defects that reproduce, each mapped to an agreed test scenario.
Provide access and rights. The Customer will provide access to the people, systems, and information that RevUpra reasonably needs. It confirms that it has the right to share all data it provides with RevUpra.

7.3 Delays

Customer Delay.
- RevUpra may re-plan the timeline because of Customer Delay.
- The free Implementation Services still end when the Implementation Period ends or when the effort limit in Section 6.3 is reached.
- If Customer Delay adds up to more than ten (10) business days in total, RevUpra may pause the project until the Customer is ready.
- Work needed to finish after the free services end is billed under Section 6.3.
Subscription is not delayed. Subscription fees start on the Subscription Start Date in the Order Form. That date is no later than the last day of the Implementation Period. It does not move because of Customer Delay or a later go-live.
RevUpra delay. If the Success Criteria are not met by the end of the Implementation Period for reasons that RevUpra alone caused, RevUpra will continue the in-scope work at no charge until they are met.
Abandonment. The Customer abandons the project if it either:
- stops participating for thirty (30) consecutive days; or
- tells RevUpra it will not proceed.
If that happens, the free Implementation Services end, and Section 10 applies.

8. Success criteria

The implementation is complete when all of the following are met for the chosen module. These criteria are agreed in writing at kickoff.

Access. The production tenant is live, and the Customer’s named administrators can sign in.
Master data. The master data files the Customer provided have been loaded. A load report shows the records loaded, plus any records rejected with the reason for rejecting each one.
Agreements. The in-scope active agreements are set up in RevUpra and approved by the Customer.
Interface. At least one transaction file or message sent automatically from the Customer’s middleware has been received and processed by RevUpra without manual intervention.
Calculation. For an agreed test sample covering at least one closed period, RevUpra’s results (accruals, claims, chargebacks, or billing, depending on the module) match the expected results the Customer provided:
- within ±1%; or
- within $1.00 per agreement per period, whichever is greater.
Where results differ, the difference must be explained by source data or by agreement terms the Customer confirmed.
Output. The module’s settlement or accounting output for the test period has been generated and exported in the agreed format.
Testing. All agreed UAT scenarios have passed. No defect of Severity 1 (system unusable) or Severity 2 (a core function fails with no workaround) remains open.
Training. The administrator training in Section 6.1 has been delivered.

RevUpra will issue a completion notice. The implementation is accepted when either of these happens:

the Customer signs the completion notice; or
five (5) business days pass after RevUpra issues it and the Customer has not given written notice of an unmet criterion.

The implementation is also accepted when the Customer first uses the module in production, if that happens earlier.

The success criteria measure the implementation only. They do not promise any business result, such as savings, recovered revenue, or return on investment.

9. The subscription (one year or longer)

Term. The Order Form sets the initial subscription term (the “Initial Term”). The Initial Term is at least one (1) year; the Customer may choose a longer term, in whole years. It starts on the Subscription Start Date.
Fees.
- Subscription fees are stated in the Order Form and billed annually in advance.
- Invoices are due within thirty (30) days.
- Fees for the entire Initial Term are a firm commitment. They are non-cancellable and non-refundable, except where the MSA expressly provides otherwise.
Price changes. Fees may increase once a year — during a multi-year Initial Term and at each renewal — by no more than the percentage stated in the Order Form. That percentage is at most 5%.
No subscription discount through this Program. The Program waives the implementation fee only. Any discount on subscription fees must be stated in the Order Form.
Renewal. After the Initial Term, the subscription renews for successive one-year terms unless either party gives written notice of non-renewal at least ninety (90) days before the end of the current term.
Payment security. RevUpra may run a commercial credit check before confirming a place. Unpaid fees accrue interest at 1.5% per month, or the maximum lawful rate if lower. If any amount is more than thirty (30) days overdue, RevUpra may suspend access after giving ten (10) days’ written notice.
Taxes. All fees exclude taxes. The Customer pays all applicable sales, use, and similar taxes, except taxes on RevUpra’s income.

10. When the Waived Implementation Value becomes payable

The implementation fee is waived on condition that the Customer keeps its subscription for the full Initial Term. The Customer will pay the full Waived Implementation Value ($48,000) within thirty (30) days of RevUpra’s invoice if any of the following happens:

the Customer ends the subscription before the end of the Initial Term for any reason other than RevUpra’s uncured material breach of the MSA;
RevUpra ends the subscription because the Customer materially breached the MSA, including by not paying;
the Customer abandons the project (Section 7.3(4)); or
any eligibility statement or certification the Customer made turns out to have been materially untrue.

This payment is in addition to the subscription fees committed for the Initial Term. It is not a penalty. The parties agree it is a reasonable measure of the value of services already delivered in exchange for a commitment that was not kept.

11. Founding-customer participation

In recognition of the waiver, the Customer agrees to all of the following:

Logo use. RevUpra may name the Customer as a customer and show its logo on RevUpra’s website and in sales materials.
Case study. Within six (6) months after go-live, the Customer will take part in one case study. RevUpra will not publish it without the Customer’s approval of the final text, and the Customer will not withhold approval unreasonably.
Reference calls. The Customer will take up to two reference calls per year with RevUpra’s prospective customers.
Feedback. The Customer will attend a product feedback session once a quarter, if invited.

RevUpra will not disclose the Customer’s confidential information, figures, or data in any of these activities without the Customer’s written consent. The Customer may withdraw permission for logo use by written notice.

12. General conditions of the Program

Not an offer capable of acceptance. Publishing these terms is an invitation to apply. It is not a binding offer. No contract exists until both parties sign the Order Form and the MSA. Submitting a demo request does not create any obligation for either party.
No cash value. The waiver has no cash value. It cannot be exchanged, transferred, assigned, or combined with any other offer or discount unless RevUpra agrees in writing. It applies only to the Customer’s first RevUpra subscription.
Changes to the Program. RevUpra may change, suspend, or end the Program at any time. Any change does not affect a Customer whose Order Form is already signed. Such a Customer remains governed by the version of these terms in force when it signed.
Order of precedence. These terms form part of the Order Form. If they conflict with the MSA:
- the MSA governs, except for Sections 3 to 11, where these terms govern; and
- the Order Form governs over both.
No guarantees. RevUpra does not guarantee any business outcome. Any estimates, benchmarks, or examples RevUpra shares are illustrative and are not commitments.
Warranty and liability. The Implementation Services are provided under the warranty, the limitation of liability, and the exclusion of damages in the MSA. To the fullest extent the law allows:
- RevUpra is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, arising from the Program; and
- RevUpra’s total liability arising from the Program will not exceed the subscription fees the Customer actually paid in the twelve (12) months before the claim arose.
Data and confidentiality. The Customer’s data is processed under the MSA, RevUpra’s data processing terms, and RevUpra’s Privacy Policy, and it is hosted in the United States. The Customer will not provide protected health information, payment card data, or other special categories of personal data unless both parties have agreed in writing.
Non-solicitation. During the Implementation Period and for twelve (12) months afterward, neither party will directly solicit for employment any employee of the other party who worked on the project. General job advertisements do not count as solicitation.
Force majeure. Neither party is liable for a delay caused by events beyond its reasonable control. Such events do not excuse payment obligations. The Implementation Period is extended by the length of the delay.
Compliance. Each party will comply with applicable anti-bribery, export control, and sanctions laws in connection with the Program.

13. Disputes

Talk first. Before starting any formal proceeding, the parties will try in good faith to resolve any dispute about the Program. The first step is a written notice describing the dispute. Senior representatives of both parties will then meet within thirty (30) days.
Binding arbitration. A dispute not resolved within that time will be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, before a single arbitrator. The arbitration takes place in the county of RevUpra’s principal place of business, as stated in the Order Form, and is conducted in English. Judgment on the award may be entered in any court with jurisdiction. Either party may seek an injunction from a court to protect its confidential information or intellectual property.
Individual claims only; no jury. To the extent the law allows:
- claims may be brought only individually, not as a class, collective, or representative action; and
- each party waives any right to a jury trial.
Time limit. Any claim arising from the Program must be brought within one (1) year after the events giving rise to it, unless the law requires a longer period.
Governing law. These terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules.

14. Final provisions

Entire terms. These terms, the Order Form, and the MSA together are the entire agreement about the Program. They replace all earlier statements and discussions about it.
Severability. If any part of these terms is found unenforceable, it will be enforced as far as possible, and the rest of the terms remain in effect.
No waiver. If a party does not enforce a right, that is not a waiver of the right.
Survival. Sections 9, 10, 11, 12, and 13 continue to apply after the Program ends.
Notices and signatures. Notices must be in writing and sent to the addresses in the Order Form. Electronic signatures are valid.
Contact. Questions about the Program: hello@revupra.com.

Founding Customer Program — terms and conditions