TrewUp Terms of Service
Last Updated: January 8, 2026
These Terms of Service (these “Terms”) are a binding agreement between you (“Customer,” “you,” or “your”) and TrewUp, Inc. (“TrewUp,” “we,” or “us”). These Terms govern your access to and use of the TrewUp platform and services.
BY SIGNING AN ORDER FORM THAT REFERENCES THESE TERMS, OR BY ACCESSING OR USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY ON WHOSE BEHALF YOU ARE ENTERING INTO THESE TERMS; AND (C) ACCEPT THESE TERMS AND AGREE TO BE LEGALLY BOUND BY THEM.
“Authorized User” means your employees, consultants, contractors, and agents who are authorized to access and use the Services on your behalf.
“Customer Data” means all data, information, and content that you or your Authorized Users submit, upload, or otherwise transmit to or through the Services, including deduction data, trade promotion data, and distributor/retailer information.
“Documentation” means the user guides, help articles, and other materials describing the features and functionality of the Services made available by TrewUp.
“Order Form” means an order form, subscription agreement, or similar document executed by you and TrewUp that references these Terms and specifies the Services, fees, and subscription term.
“Services” means TrewUp's cloud-based trade spend visibility and deductions management platform, including any updates, enhancements, and related support services provided by TrewUp.
“Supported Distributors/Retailers” means the third-party distributors and retailers whose data portals TrewUp integrates with, as identified in your Order Form (which may include KeHE, UNFI, Kroger, and others).
Subject to your compliance with these Terms and payment of all applicable fees, TrewUp grants you a non-exclusive, non-transferable, revocable right to access and use the Services during the Subscription Term solely for your internal business purposes. This license includes the right to permit Authorized Users to access and use the Services on your behalf.
You shall not, and shall not permit any Authorized User or third party to: (a) copy, modify, or create derivative works of the Services; (b) rent, lease, lend, sell, sublicense, assign, or transfer the Services to any third party; (c) reverse engineer, disassemble, or decompile the Services; (d) access the Services to build a competitive product or service; (e) use the Services for any unlawful purpose or in violation of any applicable law; or (f) interfere with or disrupt the integrity or performance of the Services.
TrewUp may suspend your access to the Services if: (a) your use poses a security risk to the Services or other customers; (b) you are using the Services for illegal activities; (c) you fail to pay fees when due; or (d) suspension is required by law. TrewUp will provide reasonable notice before suspension unless immediate action is required to prevent harm.
TrewUp will provide you access to the Services as described in your Order Form. The Services include onboarding assistance, data migration of historical deduction data (typically 12 months, subject to availability), ongoing data synchronization, and customer support during standard business hours.
You acknowledge and agree that: (a) the Services integrate with and depend upon data provided by Supported Distributors/Retailers through their respective portals and systems; (b) TrewUp does not control the availability, accuracy, timeliness, or completeness of data provided by Supported Distributors/Retailers; (c) TrewUp is not responsible for delays, interruptions, or errors caused by Supported Distributors/Retailers, including changes to their portal structures or data formats; and (d) you are responsible for maintaining valid credentials for each Supported Distributor/Retailer portal.
TrewUp will use commercially reasonable efforts to make the Services available 24/7, excluding scheduled maintenance and circumstances beyond TrewUp's reasonable control. TrewUp may perform scheduled maintenance during off-peak hours and will provide reasonable advance notice when practicable.
You are responsible for: (a) all activities occurring under your account and by your Authorized Users; (b) ensuring your Authorized Users comply with these Terms; (c) maintaining the confidentiality of your login credentials and promptly notifying TrewUp of any unauthorized access; (d) providing accurate and complete Customer Data; and (e) obtaining all necessary rights and consents to permit TrewUp to process Customer Data as contemplated by these Terms.
You agree to pay all fees specified in your Order Form. All fees are quoted in U.S. dollars and are non-refundable except as expressly set forth in these Terms. Subscription fees are based on the services purchased and not actual usage.
Subscription fees will commence on the Service Commencement Date (the date TrewUp notifies you that onboarding is complete and platform access is granted). You authorize TrewUp to automatically charge your designated payment method on a recurring basis. All invoices are due within fifteen (15) days of the invoice date.
Any fees not paid when due will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower). If your account is more than thirty (30) days past due, TrewUp may suspend your access to the Services upon seven (7) days' written notice.
All fees are exclusive of taxes. You are responsible for all sales, use, and similar taxes, excluding taxes based on TrewUp's income.
TrewUp maintains a comprehensive information security program designed to protect Customer Data. Customer Data is hosted with TrewUp's technology infrastructure partner, which maintains SOC 2 Type II certification. TrewUp implements industry-standard encryption for data at rest and in transit, access controls to ensure only authorized personnel can access systems hosting Customer Data, and regular security assessments and vulnerability management practices.
TrewUp will notify you in writing within seventy-two (72) hours of confirming any unauthorized access to or disclosure of Customer Data. Such notice will include a description of the incident, the categories of data affected, and the remediation steps taken or planned.
TrewUp will process Customer Data only as necessary to provide the Services and in accordance with TrewUp's Privacy Policy available at trewup.com/privacy. TrewUp may collect and use aggregated, anonymized data derived from Customer Data for product improvement, benchmarking, and analytics purposes, provided such data does not identify you or any individual.
Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party.
Confidentiality obligations will survive for five (5) years following disclosure, except that obligations with respect to trade secrets will survive for as long as such information remains a trade secret under applicable law.
TrewUp and its licensors own all right, title, and interest in and to the Services, Documentation, and all related intellectual property. Except for the limited license granted in Section 2, no rights are granted to you in or to the Services.
You retain all right, title, and interest in and to Customer Data. You grant TrewUp a non-exclusive, royalty-free license to use, reproduce, and display Customer Data solely as necessary to provide the Services.
If you provide any suggestions, ideas, or feedback regarding the Services, TrewUp may use such feedback without any obligation to you.
TrewUp warrants that during the Subscription Term, the Services will perform in material conformity with the Documentation. As your sole remedy for breach of this warranty, TrewUp will use commercially reasonable efforts to correct the non-conformity or, if TrewUp is unable to do so, either party may terminate the affected Services and you will receive a pro-rata refund of prepaid fees for the terminated Services.
EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, THE SERVICES ARE PROVIDED “AS IS.” TREWUP DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TREWUP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. TREWUP MAKES NO WARRANTIES REGARDING DATA PROVIDED BY SUPPORTED DISTRIBUTORS/RETAILERS.
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO TREWUP DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
The limitations in this Section 10 do not apply to: (a) your payment obligations; (b) either party's indemnification obligations; or (c) either party's breach of confidentiality obligations.
TrewUp will defend you against any third-party claim alleging that the Services infringe a U.S. patent, copyright, or trade secret, and will indemnify you for any damages finally awarded. If the Services become or are likely to become subject to an infringement claim, TrewUp may, at its option: (a) modify the Services to make them non-infringing; (b) obtain a license for your continued use; or (c) terminate the Services and provide a pro-rata refund. This Section states TrewUp's sole liability for intellectual property infringement claims.
You will defend TrewUp against any third-party claim arising from: (a) Customer Data; or (b) your use of the Services in violation of these Terms, and will indemnify TrewUp for any damages finally awarded.
The indemnifying party's obligations are conditioned upon: (a) prompt written notice of the claim; (b) sole control over the defense and settlement; and (c) reasonable cooperation from the indemnified party.
These Terms are effective upon the earlier of your signing an Order Form or accessing the Services, and continue until all subscriptions have expired or been terminated. The subscription term is specified in your Order Form.
Unless otherwise specified in your Order Form, subscriptions will automatically renew for successive terms equal to the initial term, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
Either party may terminate these Terms: (a) upon thirty (30) days' written notice if the other party materially breaches these Terms and fails to cure such breach within such notice period; or (b) immediately if the other party becomes subject to bankruptcy or insolvency proceedings.
Upon termination or expiration: (a) your access to the Services will cease; (b) you will pay all fees owed through the termination date; and (c) TrewUp will retain Customer Data for thirty (30) days to allow you to export your data, after which TrewUp will securely delete Customer Data except where retention is required by law. Sections 5, 7, 8, 9.2, 10, 11, and 13 will survive termination.
These Terms are governed by the laws of the State of Colorado, without regard to conflict of law principles. Any dispute arising from these Terms will be resolved exclusively in the state or federal courts located in Denver, Colorado.
You may not assign these Terms without TrewUp's prior written consent. TrewUp may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
All notices must be in writing. TrewUp may provide notices to the email address associated with your account. Notices to TrewUp must be sent to: TrewUp, Inc., 480 Gold Hill Drive, Erie, CO 80516, Attn: Legal Department.
Neither party will be liable for delays or failures to perform due to circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, labor disputes, or government actions.
TrewUp may update these Terms from time to time. Material changes will be effective thirty (30) days after posting or upon notice to you. Your continued use of the Services after such changes constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you may terminate your subscription.
These Terms and any applicable Order Form constitute the entire agreement between you and TrewUp regarding the Services and supersede all prior agreements. In the event of any conflict between these Terms and an Order Form, the Order Form will control.
If any provision of these Terms is held unenforceable, the remaining provisions will continue in full force and effect.
The failure of either party to enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
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For questions about these Terms, please contact support@trewup.com
