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Provarro Member Standard Terms

Effective Date: November 5, 2026
Version: 1.0

These Member Standard Terms ("Standard Terms") are part of the Master Services Agreement between You and TBG Performance Group, Inc. d/b/a Provarro ("Provarro"). Your signed MSA incorporates them by reference. Your fees, program, and term are set in Your signed Addendum(s), not here.

1. ENGAGEMENT

1.1 General Description

a) This Agreement is a master agreement governing the general duties and obligations between You and TBG Performance Group, Inc. d/b/a Provarro ("Provarro"). At the time You execute this Agreement, You will execute one or more Addendums selecting the specific services in which You choose to participate. Each Addendum shall become part of and be incorporated into this Agreement.

b) You may execute additional Addendums to participate in more than one service. To the extent there is any conflict between an executed Addendum and this Agreement, the terms of the Addendum shall govern. To the extent there is any conflict between the signed MSA and these Standard Terms, the signed MSA shall govern.

2. PARTICIPATION AND CONDUCT

2.1 Client Conduct

As a Client, You agree that:

a) You take full responsibility for Your own personal and professional development.

b) At all times during meetings, calls, events, and other interactions with Provarro, other Clients, or Provarro staff, You will:

c) Failure to meet these standards may result in immediate termination of this Agreement at Provarro's sole discretion.

d) You are responsible for the conduct of any individual participating in Provarro services on Your behalf. If Provarro notifies You that such individual has failed to meet the standards in this Section, You must take prompt corrective action. Failure to do so may result in termination under Section 8.3.

2.2 Participation Requirements

Specific participation requirements, including meeting schedules, call frequency, and attendance expectations, are defined in each Addendum.

3. INPUT AND PEER ADVICE

3.1 Sharing of Input

Clients and Provarro staff, including coaches, are encouraged to provide Input during meetings, calls, and other discussions. You acknowledge and agree that:

a) You may use any Input You receive from Provarro, its coaches, or another Client in any way You choose, and You are wholly responsible for the outcome.

b) Any other Client may use any Input You provide in any way they choose, and they are wholly responsible for the outcome.

c) You cannot make a claim against Provarro, its coaches, or any other Client for payment or compensation for Input You provide, nor for any alleged defect in any Input You receive.

d) Provarro provides business coaching and peer advisory services. Provarro does not provide legal, accounting, tax, or other regulated professional advice. You should consult qualified professionals before making decisions in those areas.

4. CONFIDENTIALITY

4.1 Mutual Confidentiality

The parties agree that the exchange of Confidential Information between Provarro and Clients is integral to the success of the engagement. Both parties agree to keep all Confidential Information confidential and must not use or disclose it without the owner's written permission.

4.2 Client-to-Client Confidentiality

You agree to keep confidential all information You learn about other Clients through Your participation in Provarro services, including but not limited to financial data, business operations, strategies, and client relationships. You must not disclose another Client's Confidential Information to any third party without that Client's written permission.

4.3 Provarro's Handling of Your Information

a) Provarro will protect the confidentiality of all information You provide, including financial data, customer information, and business operations.

b) Except with Your written consent, Provarro will share Your identifiable information only with: (i) the other members of Your group(s); (ii) Provarro's officers, employees, coaches, and contractors who deliver or support services to You; (iii) service providers that process information on Provarro's behalf under confidentiality obligations at least as protective as those in this Section 4; and (iv) Provarro's legal, accounting, and insurance advisors, and a successor under Section 11.7, each under the same obligations. Provarro will not share Your identifiable information with anyone else, including Clients outside Your group(s), vendors, or sponsors, without Your written consent. Specific data-sharing requirements are defined in each Addendum.

c) Provarro may retain and use anonymized or aggregated data derived from Your information for any purpose, including after termination of this Agreement. Such data will not identify You or Your company, alone or in combination with other information Provarro makes available.

4.4 Handling Requirements

Each party must:

a) Subject to Section 4.3, follow the directions of the owner of the Confidential Information regarding its use and handling.

b) Return or destroy all copies of Confidential Information as requested by the owner, except for anonymized data retained per Section 4.3(c).

4.5 Legal Requirements

Nothing in this Agreement prevents either party from disclosing Confidential Information if required by law, court order, or governmental authority, provided the disclosing party gives reasonable notice to the owner when legally permitted to do so.

4.6 Member Service Information; Consent to Retain

Member may provide, or Provarro may collect, personal information used to serve Member at meetings and events — including dietary restrictions and food allergies, accessibility needs, and apparel size (collectively, "Member Service Information"). Member consents to Provarro retaining Member Service Information on Member's membership record for the life of the membership, so Provarro can plan meetings, events, and food-and-beverage orders without re-requesting it each cycle. Provarro will use Member Service Information only for these service purposes. Member may review, update, or request removal of this information at any time by written notice under Section 11.6; removal will follow Provarro's Data Retention Policy and may limit Provarro's ability to accommodate Member at future meetings and events.

4.7 Survival

The obligations to maintain confidentiality continue indefinitely and do not cease upon termination of this Agreement.

5. INTELLECTUAL PROPERTY

5.1 Provarro Intellectual Property

a) Provarro retains all Intellectual Property rights in materials, tools, methodologies, software, and resources Provarro provides to You, including any modifications, improvements, or additions contributed by Clients.

b) You may use Provarro's Intellectual Property internally within Your business and to participate in Your engagement(s), including customizing templates and tools for Your own use.

c) You must not use, copy, sell, distribute, or disclose any part of Provarro's Intellectual Property outside Your organization without Provarro's written permission.

5.2 Client Contributions

a) The Provarro community benefits from the collective wisdom of its Clients. Ideas, tools, and materials shared through Provarro services become part of the community's shared knowledge base, just as You benefit from the contributions of Clients before You.

b) You retain ownership of any Intellectual Property You create. By sharing it through Provarro services, You grant Provarro and other Clients a perpetual, royalty-free license to use, adapt, and share such contributions for purposes related to Provarro's services and community, except as provided in Section 5.2(c).

c) If You identify a specific artifact (such as software, a tool, or a document) as proprietary when You share it, that artifact stays within the group You shared it with: members of that group may use it only within their own businesses, and Provarro may use it only to serve that group. It may not be shared further without Your written permission. This Section 5.2(c) does not restrict anyone's use of ideas, practices, or lessons from any discussion, which Provarro, its coaches, and Clients may use and pass on freely, including across groups.

5.3 Restrictions

You shall not:

a) Sell, resell, rent, lease, loan, publish, distribute, or redistribute Provarro's materials, software, or online resources to third parties.

b) Decompile, reverse engineer, or attempt to derive the source code or underlying structure of Provarro's software or systems.

5.4 Likeness and Media Release

a) In connection with Provarro's services, meetings, and events, Provarro may capture photographs, video, audio, and other media including Your name, voice, image, likeness, and statements ("Media").

b) You grant Provarro a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, edit, adapt, publish, display, and distribute the Media, in any medium now known or later developed, for Provarro's business purposes, including marketing, promotional, community, and educational uses. This grant requires no compensation and survives termination or non-renewal of this Agreement and any Addendum.

c) You waive any right to inspect or approve materials in which the Media is used, and release Provarro, its employees, coaches, and agents from any claim arising from such use, including claims for invasion of privacy, right of publicity, or defamation.

d) Provarro is not obligated to use any Media, and this Section grants You no rights in any Provarro material that incorporates the Media.

6. NON-SOLICITATION

6.1 Restrictions

During the term of this Agreement, and for a period of eighteen (18) months following termination, You will not directly or indirectly:

a) Solicit, recruit, or attempt to hire any employee, contractor, or agent of Provarro, including coaches.

b) Solicit, recruit, or attempt to hire any employee, contractor, or agent of another Provarro Client, where You learned of that person through Your participation in Provarro services.

c) Solicit, entice, or attempt to divert any customer of Provarro to discontinue or reduce their business relationship with Provarro.

d) Solicit, entice, or attempt to divert any customer of another Provarro Client to discontinue or reduce their business relationship with that Client, where You learned of that customer relationship through Your participation in Provarro services.

6.2 Voluntary and Good-Faith Changes

Nothing in this Section 6 shall prohibit:

a) Any individual from voluntarily seeking or accepting employment with another Provarro Client, including in response to a general job posting or advertisement not directed at a particular Client's people, provided such employment was not otherwise the result of solicitation or recruitment prohibited by Section 6.1.

b) Any customer from voluntarily changing service providers, provided such change was not the result of solicitation or enticement prohibited by Section 6.1.

c) A Client from accepting a customer in good faith without knowledge that the customer was a customer of another Provarro Client.

d) A Client from providing good-faith advice to another Client regarding the other Client's own expenditures, including whether continued participation in any Provarro service remains worthwhile for that Client, provided such advice is not solicitation or enticement prohibited by Section 6.1.

6.3 Acknowledgment

You acknowledge that these restrictions are reasonable and necessary to protect the legitimate business interests of Provarro and its Clients.

7. PAYMENT TERMS

7.1 Fees and Invoicing

a) Specific fees for each service are defined in the applicable Addendum(s).

b) Provarro will invoice You for Your active services as specified in each Addendum.

c) All prices are in U.S. Dollars unless otherwise specified in an Addendum.

7.2 Payment

a) All invoices are due upon receipt.

b) Payment may be made by ACH bank transfer or credit card. Checks may be accepted at Provarro's discretion.

c) Any invoice unpaid fifteen (15) days after the invoice date is overdue. Overdue invoices accrue a late fee of 1.5% per month (18% annually), or the maximum rate permitted by law, whichever is less.

d) Provarro may suspend Your participation in any service if any payment is overdue.

7.3 Price Adjustments

Provarro may adjust pricing for services annually by up to the Consumer Price Index (CPI) or three percent (3%), whichever is greater. Price adjustments take effect upon renewal of the applicable Addendum.

8. TERM AND TERMINATION

8.1 Term of Agreement

a) This Master Services Agreement begins on the Effective Date and continues until all Addendums have been terminated.

b) Each Addendum has its own term as specified therein. Unless otherwise stated in an Addendum, services automatically renew for successive terms of equal length unless terminated.

8.2 Non-Renewal

a) Either party may elect not to renew an Addendum by giving the other party at least sixty (60) days' written notice prior to the end of the current term. Absent such notice, the Addendum will automatically renew.

b) You may not terminate an Addendum during its term except as a result of Provarro's material breach that remains uncured for thirty (30) days after written notice.

8.3 Termination for Cause

Provarro may immediately terminate this Agreement or any Addendum if You:

8.4 Rights Upon Termination

a) Upon termination or non-renewal, You must immediately return all documentation and materials belonging to Provarro or any other Client upon request.

b) If this Agreement or any Addendum is terminated or not renewed for any reason, You are not entitled to a refund of any fees already paid.

c) If Provarro pursues action to obtain payment or compel compliance, You agree that Provarro may recover from You its reasonable costs, including attorney's fees.

8.5 Survival

Obligations that by their nature should survive termination—including confidentiality, intellectual property, non-solicitation, and indemnification—shall survive termination of this Agreement.

9. DISPUTE RESOLUTION

9.1 Mediation

Any dispute arising out of or relating to this Agreement shall first be submitted to mediation. The parties agree to participate in good faith in mediation before pursuing any other remedies.

9.2 Arbitration

If mediation does not resolve the dispute within thirty (30) days, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Mediation and arbitration shall be conducted by video conference unless the parties agree otherwise. Any in-person hearing shall take place in North Carolina.

9.3 Injunctive Relief

Notwithstanding the above, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, including but not limited to breaches of confidentiality, intellectual property, or non-solicitation obligations. Seeking such relief does not waive the right to arbitration of the underlying dispute.

9.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.

9.5 Costs

Each party shall bear its own costs of mediation and arbitration, except that the prevailing party in any arbitration shall be entitled to recover its reasonable attorney's fees and costs from the other party.

10. INDEMNITY AND DISCLAIMER

10.1 Indemnification

Each party (the "Indemnifying Party") agrees to indemnify and hold harmless the other party, and in Provarro's case its employees, coaches, and agents, against third-party claims, damages, costs, and expenses (including reasonable attorney's fees) to the extent arising from the Indemnifying Party's breach of this Agreement, negligence, or willful misconduct, as finally determined by a court or arbitrator, or as agreed in a settlement to which the Indemnifying Party has consented in writing (consent not to be unreasonably withheld). This includes harm caused to other Clients, Provarro staff, or third parties at Provarro events or in the course of Provarro services. Each party's obligations under this Section are subject to Section 10.3(b).

A party seeking indemnity must give the Indemnifying Party prompt written notice of the claim and reasonable cooperation; late notice reduces the Indemnifying Party's obligation only to the extent the delay prejudices it. Neither party may settle such a claim on terms that require the other party to admit fault or to pay money without that party's written consent.

10.2 Disclaimer of Warranties

Provarro provides coaching, peer advisory, and related services. Provarro does not warrant any particular result or outcome from Your participation. Provarro makes no guarantees that any information or Input You receive will be complete, accurate, current, or relevant. Your results depend on Your own decisions and actions.

10.3 Limitation of Liability

a) Neither party shall be liable to the other for any indirect, incidental, consequential, or special damages, including lost profits, except for liability arising from: (i) a breach of Section 4, 5, or 6; (ii) a party's obligations under Section 10.1; (iii) fees owed under this Agreement; or (iv) a party's gross negligence or willful misconduct.

b) Each party's total liability under this Agreement, including under Section 10.1, shall not exceed the fees actually paid by You to Provarro in the twelve (12) months preceding the claim. This limit does not apply to fees You owe under this Agreement.

c) The limitation in Section 10.3(b) does not apply to liability arising from a party's gross negligence or willful misconduct.

11. GENERAL PROVISIONS

11.1 Relationship of Parties

Nothing in this Agreement constitutes a partnership or agency. It is the express intention of the parties to deny any such relationship.

11.2 Severability

If any provision of this Agreement is ruled by a court or arbitrator to be invalid or unenforceable, it will not affect the validity or enforceability of any other provision of this Agreement.

11.3 Waiver

Any delay or failure to enforce any rights in relation to a breach by the other party will not be construed as a waiver of those rights.

11.4 Entire Agreement

a) This Agreement, together with its Addendums, contains the entire agreement between the parties and supersedes all previous negotiations or agreements.

b) Except for updates to these Standard Terms made under Section 11.10, any variation or amendment to this Agreement must be in writing signed by both parties.

11.5 Force Majeure

If either party becomes unable to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, pandemic, government restrictions, civil unrest, terrorism, natural disasters, or failure of communication systems, that party will be excused from performance for a commercially reasonable period of time. The affected party shall notify the other party promptly and make reasonable efforts to resume performance.

11.6 Notices

All notices under this Agreement shall be in writing and delivered to the addresses or email addresses set forth in the signed MSA, or to such other address as either party may designate in writing. Email shall constitute valid written notice.

11.7 Assignment

a) You may not assign this Agreement without the prior written consent of Provarro.

b) Provarro may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets. In such event, Provarro will notify You at least thirty (30) days prior to the assignment.

c) Upon receiving notice of assignment, You may request removal of Your Confidential Information from Provarro's systems prior to the assignment taking effect. Provarro will use commercially reasonable efforts to complete such removal before the successor entity gains access to Your data. This right does not apply to anonymized or aggregated data retained per Section 4, and does not affect Your other obligations under this Agreement.

11.8 Electronic Signatures

The parties agree that this Agreement and any Addendums may be executed by electronic signature, which shall be considered as valid and binding as an original handwritten signature.

11.9 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

11.10 Updates to the Standard Terms

a) Provarro may update these Standard Terms by posting the updated version, with its effective date, at provarro.com/member-terms and emailing notice of the update to Your notice address under Section 11.6 at least thirty (30) days before it takes effect. Each prior version will remain available at provarro.com/member-terms/archive. Your continued participation in, or payment for, the services after an update takes effect for You is acceptance of that update.

b) An update cannot change the fees, term, or renewal of any executed Addendum. Those change only as stated in that Addendum, under Section 7.3, or by a writing signed by both parties. An update cannot change this Section 11.10 or the signed MSA and, except under Section 11.10(d), cannot add a subject these Standard Terms do not already address.

c) An update that materially reduces Your rights or materially increases Your obligations takes effect for You at the start of the first Addendum renewal term that begins at least ninety (90) days after Provarro sends notice of the update. You may decline the update by giving notice of non-renewal under Section 8.2 before that renewal.

d) An update required by law, regulation, or court order may take effect on the date the law requires, with notice to You as soon as practicable.

e) An update does not apply to any dispute that arose before its effective date.

12. DEFINITIONS

In this Agreement:

a) "Confidential Information" means all spoken, written, or electronically stored information belonging to or relating to Provarro, Clients, or their customers, including without limitation financial, technical, or business information, details of employees, suppliers, contractors, or customers, intellectual property, concepts, know-how, trade secrets, and commercially sensitive information. Confidential Information does not include information in the public domain (other than by breach of this Agreement) or information independently known to You.

b) "Input" means ideas, suggestions, and referrals provided by Provarro, its coaches, or any Client to another Client in relation to improving that Client's personal or professional development.

c) "Intellectual Property" means all intellectual property rights including copyright, trademark, design, patent, and trade secrets.

d) "You" means, as the context requires: (i) the person executing this Agreement as the authorized representative of the Client; (ii) any individual attending or participating in Provarro services on behalf of the Client; and (iii) the Client company.

Provarro Member Standard Terms · Version 1.0 · prior versions: provarro.com/member-terms/archive