29 July 2026

Revenue Management Service Terms & Conditions (v2.7)

Version 2.7

Effective Date: 29 July 2026

These Revenue Management Service Terms & Conditions ("Terms") are a binding agreement between you and the company that bills you for the Service (the "Provider," "UpRev," "we," "us," or "our"), being NESTLER PTY LTD (ACN 620 437 907), a company registered in New South Wales, Australia, trading as "UpRev," operating at uprev.co.

These Terms govern the paid UpRev Revenue Management subscription service (the "Service"). Use of the uprev.co website and any free content is governed separately by our Website Terms of Use, and our handling of your information is governed by our Privacy Policy.

By checking the "I Agree" box at checkout, you accept these Terms on behalf of the business you represent, and you confirm that you have authority to bind that business. You are a business client purchasing a commercial service. These Terms are not a consumer agreement.

1. THE SERVICE, THE 5x PERFORMANCE STANDARD, AND HOW BILLING WORKS

1.1 What the Service is

The Service is a managed, "done-for-you" revenue management (dynamic pricing) service for vacation rental management businesses. We adjust nightly prices and stay restrictions for your listings, working through your own PriceLabs account and your own Property Management System. We do not manage your properties, your bookings, or your guest communications, and we do not provide or pay for PriceLabs (see Section 3).

1.2 The 5x Performance Standard (how we earn the right to bill you)

Our billing is built around a performance standard, not a guarantee.

(a) Frozen Day-One Snapshot. At the start of onboarding, we record a snapshot of your listings' booking performance as of the day the Service begins (the "Frozen Snapshot"). You receive and keep your own copy of the Frozen Snapshot. It is the agreed, objective reference point against which performance is measured.

(b) The 5x Standard. We do not begin charging your recurring monthly fee until we have proven we can generate additional booking revenue equal to at least five (5) times one month's fee, measured against your Frozen Snapshot and assessed on the nights actually available to be sold across your listings in the relevant thirty (30) day period. Until that standard is met, you pay nothing.

(c) This is a standard we work to, not a promise of any result. The 5x Standard describes the level of performance we aim to reach before we bill you. It is NOT a guarantee. Meeting the 5x Standard is a demonstration of pricing capability on the nights available in the measurement period; it does not mean, and we do not represent, that your total booking revenue will increase by five times our fee in any period. We do not guarantee any specific revenue figure, booking volume, occupancy level, or financial outcome. Revenue management is an optimization service whose results depend on market conditions, seasonality, your Hard Floors, the performance of third-party platforms, and other factors outside our control (see Sections 4 and 5). The Frozen Snapshot is the agreed measurement basis; comparisons to prior-year performance, market averages, or any other benchmark are expressly disclaimed under Section 4.2.

1.3 Subscription and auto-renewal acknowledgment

Once the 5x Standard is met and billing begins, the Service is a monthly subscription. By checking "I Agree," you acknowledge and agree that:

(a) your subscription renews automatically each calendar month (each, a "Billing Cycle") until you cancel under Section 2;

(b) the recurring fee is the amount stated at checkout, with a minimum of USD $990 per Billing Cycle;

(d) you may cancel at any time under Section 2 by emailing jordan@uprev.co, with the effect described in Section 2.

1.4 Billing date logic

Your subscription renews on the same calendar day each month. If a Billing Cycle begins on a day that does not exist in a later month (for example, the 31st), it renews on the last day of that shorter month (for example, June 30).

1.5 Fee structure

The minimum fee is USD $990 per Billing Cycle for up to ten (10) Active Listings. Each Active Listing beyond ten is USD $99 per Billing Cycle.

1.6 High-Water Mark billing

Fees for a Billing Cycle are based on the maximum number of Active Listings at any point during that cycle. A listing is an "Active Listing" if, during the cycle, any of the following is true: (i) it was identified for management during the Onboarding Call and confirmed by follow-up email; (ii) you requested management of it by email; or (iii) we performed any pricing analysis, stay-restriction adjustment, or API sync for it.

1.7 Status changes

Until we provide you with a Client Dashboard, any request to move a listing to "Inactive" must be made by email. Status changes take effect from the next Billing Cycle. There are no mid-cycle pro-rata refunds.

1.8 Price-change notice

We will give you at least thirty (30) days advance written notice (by email) of any increase to your recurring fee. If you continue using the Service after the increase takes effect, you accept the new fee. You may cancel under Section 2 before the increase takes effect.

2. CANCELLATION AND THE "TECHNICAL WIPE"

2.1 Notice period and final billing

You may cancel by giving thirty (30) days' written notice by email to jordan@uprev.co. A final thirty (30) day service period begins when we receive your notice. You are billed for that final Billing Cycle.

2.2 The final Billing Cycle is earned and non-refundable

The final Billing Cycle following a cancellation is fully earned by us and is non-refundable. It covers our continued optimization of your listings during the notice period and the Technical Wipe described in Section 2.3. You acknowledge and agree that this final charge is a valid, earned, and legally owed amount, and that we may rely on and submit this acknowledgment, together with our service logs, as evidence of delivery in response to any payment dispute. Nothing in these Terms waives any right you may have under applicable card-network rules or law; this provision instead records your agreement that the charge is owed.

2.3 Proprietary Technical Wipe

On termination, we use API access to remove the date-specific pricing overrides and stay-restriction rules we created (the "Technical Wipe"). These overrides are our Proprietary Work Product. The Technical Wipe does NOT delete your historical booking data, your guest information, or your foundational PriceLabs settings. You must implement an alternative pricing strategy before the Technical Wipe takes effect. We are not liable for "unmanaged" rates after the overrides are removed.

2.4 Accelerated reversion

If you request immediate cessation of the Service, or revoke our API access, before the thirty (30) day notice period expires, we will perform the Technical Wipe immediately. Doing so waives your remaining service days but does NOT waive, reduce, or refund your obligation to pay the full final Billing Cycle under Section 2.2.

3. SERVICE SCOPE AND DISCRETION

3.1 Management authority

Subject only to the "Hard Floors" you set in writing (the minimum nightly prices and any non-negotiable stay restrictions you specify), we have absolute discretion to adjust prices and stay restrictions for your Active Listings. Our exercise of that discretion is part of the Service you are purchasing.

3.2 Manual interference voids performance expectations

Any manual override of our settings by you, in PriceLabs or in your Property Management System ("Manual Interference"), voids all performance expectations, including the 5x Performance Standard in Section 1.2. Our system logs are the definitive record of what we set and when. We are not responsible for outcomes affected by Manual Interference.

3.3 Third-party platforms

We are not responsible for the uptime, accuracy, or sync behavior of PriceLabs or any other third-party platform. You are responsible for maintaining your own accounts and access with those providers.

4. REVENUE DISCLAIMER AND LIABILITY CAP

4.1 No guarantee of revenue

Revenue management is an optimization service. It is not a financial guarantee. We do not guarantee any revenue figure, booking level, occupancy rate, or financial result.

4.2 No comparison-based claims

You agree not to bring any claim based on comparisons of your performance to historical data, prior-year performance, market averages, or any benchmark other than the agreed Frozen Snapshot in Section 1.2.

4.3 Liability cap

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the Service or these Terms is limited to the fees you actually paid us in the one (1) calendar month immediately before the event giving rise to the claim. To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, consequential, or lost-profits damages.

5. NO FINANCIAL, TAX, ACCOUNTING, OR LEGAL ADVICE

5.1 General information only

Any market-trend or performance communications we provide are general information only. We are a service provider, not your financial advisor, tax professional, accountant, or fiduciary, and we provide no financial, tax, accounting, or legal advice.

5.2 Non-reliance

You confirm that you have not relied on any revenue projection, estimate, or example as a guarantee of future performance, and that your decision to purchase the Service is your own commercial judgment.

6. PAYMENT, PROOF OF DELIVERY, AND COST RECOVERY

6.1 Proof of delivery

Our transmission of pricing adjustments and stay-restriction changes (as shown in our logs and API records), together with our maintenance of the active service connection, constitutes full delivery of the Service for the period concerned. These records are our primary evidence of delivery in any payment dispute.

6.2 Acknowledgment regarding disputes

You acknowledge that the Service is delivered when we transmit pricing adjustments and maintain the active service connection (Section 6.1), and that the final Billing Cycle is earned and owed (Section 2.2). You agree that initiating a payment dispute on the basis that an earned, delivered, and acknowledged charge was "not rendered" would be factually incorrect, and that we may submit these Terms and our service logs as evidence in any such dispute. This provision does not purport to waive any right you may have under card-network rules or applicable law; it records the facts you agree are true.

6.3 Recovery of collection costs

If a charge is not paid when due, or a payment dispute is resolved in our favor, you agree to pay:

(a) a flat administrative fee of USD $150, which the parties agree is a reasonable pre-estimate of our internal cost of handling the unpaid or disputed account, and not a penalty; and

(b) our reasonable third-party collection costs and reasonable attorneys' fees actually incurred in recovering the amount owed.

We may refer an unpaid, undisputed business account to a commercial collections firm. We collect amounts owed under the Service as the original creditor of a commercial (business) debt.

6.4 No padded or punitive charges

The administrative fee in Section 6.3(a) is the agreed, fixed pre-estimate of our cost of handling an unpaid or disputed account. We do not add open-ended or hourly "personnel time" charges as a separate penalty.

7. GOVERNING LAW AND DISPUTE RESOLUTION

Section 7-US: United States clients (default)

7.1 Governing law. These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

7.2 Informal resolution first. Before starting an arbitration or court proceeding, a party must send the other party written notice of the dispute, and the parties will try in good faith to resolve it for thirty (30) days.

7.3 Binding arbitration. Except as stated in Section 7.4, any dispute arising out of or relating to these Terms or the Service that is not resolved under Section 7.2 will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat and place of arbitration is Wilmington, Delaware, USA. The arbitration will be conducted by a single arbitrator, in English, and may proceed by documents and videoconference, without an in-person hearing, where the amount in dispute is under USD $25,000. Judgment on the award may be entered in any court of competent jurisdiction, and the award may be recognized and enforced internationally under the New York Convention.

7.4 Carve-outs. Either party may (a) bring an individual claim in a small-claims court for any dispute within that court's jurisdiction; and (b) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

7.5 Class-action waiver. All disputes will be brought in a party's individual capacity only, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one party's claims and may not preside over any class or representative proceeding.

7.6 Jury-trial waiver. To the fullest extent permitted by law, each party knowingly and voluntarily waives any right to a trial by jury in any proceeding arising out of or relating to these Terms or the Service.

7.7 Severability of this Section. If any part of Section 7.5 is found unenforceable as to a claim seeking public injunctive relief or is otherwise unenforceable as to a particular claim, that claim is severed and heard in a court of competent jurisdiction, and the remainder of this Section continues to apply in arbitration.

Section 7-AU: Australian clients (alternate)

7.1 Governing law. These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of New South Wales, Australia.

7.3 Binding arbitration. Except as stated in Section 7.4, any dispute arising out of or relating to these Terms or the Service that is not resolved under Section 7.2 will be finally resolved by binding arbitration seated in Sydney, New South Wales, administered under the ACICA Arbitration Rules (or, where the amount in dispute is under AUD $500,000, the ACICA Expedited Arbitration Rules), before a single arbitrator, in English. Judgment on the award may be entered in any court of competent jurisdiction, and the award may be recognized and enforced internationally under the New York Convention.

7.4 Carve-outs. Either party may (a) bring an individual claim in a court of limited or small-claims jurisdiction for any dispute within that court's jurisdiction; and (b) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

7.5 Class-action waiver. All disputes will be brought in a party's individual capacity only, and not as a plaintiff or class member in any purported class, representative, or group proceeding.

7.6 Jury-trial waiver. To the extent any dispute proceeds in a court that would otherwise allow it, each party waives any right to a trial by jury, to the extent applicable.

8. MISCELLANEOUS

8.1 Assignment

We may assign these Terms to an affiliate or successor (including in connection with the transition of the UpRev business and billing between our group entities). You may not assign these Terms without our written consent.

8.2 Electronic acceptance

You agree that checking the "I Agree" box at checkout is your electronic signature and creates a binding agreement. For clients under Section 7-US, this is governed by the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state Uniform Electronic Transactions Act (UETA). For clients under Section 7-AU, this is governed by the Electronic Transactions Act 2000 (NSW).

8.3 Severability

If any provision of these Terms is held unenforceable, the rest remains in full force, and the unenforceable provision is modified to the minimum extent needed to make it enforceable while preserving its intent.

8.4 Survivorship

Sections 2.2, 2.3, 4, 5, 6, 7, and this Section 8 survive termination of the Service.

8.5 Entire agreement

These Terms, together with the order and confirmation email at checkout, are the entire agreement between you and us about the Service, and replace any prior understanding on that subject.

8.6 Force majeure

We are not liable for any failure or delay caused by events beyond our reasonable control, including outages or failures of third-party platforms such as PriceLabs, Guesty, HostAway, or Airbnb.

8.7 Notices

Notices under these Terms must be in writing and sent by email: to you, at your primary account email; to us, at jordan@uprev.co.

8.8 Contact

NESTLER PTY LTD (ACN 620 437 907), trading as UpRev. Billing and notices: jordan@uprev.co.