RTP Platform End User License Agreement

Effective Date: August 23, 2026
Last Updated: August 23, 2026
Version: 2026-08-23

This End User License Agreement ("Agreement") is a legal agreement between you ("User" or "you") and TBG Performance Group, Inc., doing business as Provarro ("Provarro," "we," "us," or "our"), governing your use of the RTP platform and related software applications ("Software").

By accessing or using the Software, you agree to be bound by this Agreement. If you do not agree, do not use the Software.

1. License Grant

Subject to the terms of this Agreement, Provarro grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Software for your internal business purposes in connection with your Provarro membership.

2. Restrictions

You agree not to:

• Copy, modify, or create derivative works of the Software
• Reverse engineer, decompile, or disassemble the Software
• Rent, lease, lend, sell, or sublicense the Software
• Remove or alter any proprietary notices or labels
• Use the Software to develop competing products or services
• Use the Software for any unlawful purpose
• Share your account credentials with unauthorized users
• Attempt to gain unauthorized access to the Software or related systems
• Use automated scripts, bots, or scrapers to access the Software

3. Ownership

The Software and all related intellectual property rights are and shall remain the exclusive property of Provarro. This Agreement does not grant you any ownership rights in the Software.

4. Your Data

Data Ownership

You retain ownership of the business data you submit through the Software ("Your Data").

License to Your Data

By submitting Your Data, you grant Provarro a non-exclusive, royalty-free license to:

• Process and display Your Data to provide the services
• Share Your Data with your peer group as part of the benchmarking program (Section 5 describes what your group sees)
• Use Your Data in aggregate, anonymized form for industry analysis and reporting
• Store and back up Your Data as necessary

Moving Your Data Across Our Systems

Provarro runs your membership across more than one system — the platform you're using now, the RTP benchmarking platform, and other tools we operate. To deliver your service, we may move and use your data across these systems. They are all operated by Provarro; this is not sharing your data outside the company.

The protections on your data move with it. Where your Master Services Agreement sets terms for how your data is handled, those terms keep applying wherever the data goes. Where those terms and these differ, whichever gives your data more protection governs.

Accepting this is a condition of using the service.

Derived Data

We may combine Your Data with data from other users to create aggregated, anonymized benchmarks and analytics ("Derived Data"). We own all Derived Data and may use it for any purpose, including improving the Software, generating industry benchmarks, and publishing aggregate reports. This right continues in perpetuity, including after your access ends. Derived Data does not identify you or your company.

Data Retention and Deletion

We retain Your Data while your access is active and for a reasonable period afterward. You may request deletion of Your Data by contacting [email protected], and we will remove identifiable data within a reasonable timeframe. We may retain anonymized, non-identifiable data — including Derived Data — for our own purposes, including the historical integrity of our benchmarks.

No Data Export

The Software does not currently provide a bulk data export feature. You may access and view Your Data through the Software interface while your access is active.

Data Accuracy

You are responsible for the accuracy and completeness of Your Data. Provarro is not liable for decisions made based on inaccurate data.

5. Benchmarking and Peer Groups

The Software facilitates business performance benchmarking and peer accountability.

Provarro peer groups work by letting members compare their financial performance directly with one another. If you are placed in a peer group, other members of that group can see your company's numbers and where you stand in the group, identified by name — and the consolidated report your coach shares with the group identifies each company the same way. That is how the program is built to work, and every member is held to the same confidentiality that applies to you. Outside your group, your company is never shown by name — your data appears only in aggregate or ranked comparisons that don't identify you.

These terms authorize that group reporting on their own. You don't need to read any other agreement to know what your group can see — it's set out here.

6. Confidentiality

Our Obligations

We will keep Your Data confidential and will not disclose it except:

• To users with authorized access to your company or group
• To other members of your group, as described in Section 5
• To service providers who help us operate the Software, under confidentiality obligations
• As required by law, court order, or governmental authority

Your Obligations

Any data you can see through the Software that belongs to other members of your group is confidential. You agree to protect it with at least the same care you use for your own confidential information, and not to use or disclose it outside the purpose of your peer-group participation.

7. Availability and Support

Availability

We strive to maintain Software availability but do not guarantee uninterrupted access. We may perform maintenance, updates, or modifications that temporarily affect availability.

Support

Support for the Software is provided in accordance with your membership agreement. Contact [email protected] for assistance.

8. Updates

We may release updates, patches, or new versions of the Software from time to time. This Agreement applies to all updates unless a separate agreement is provided.

9. Term and Termination

Term

This Agreement is effective until terminated.

Termination by You

You may terminate this Agreement by discontinuing use of the Software and notifying us in writing.

Termination by Provarro

We may terminate or suspend your access to the Software immediately if you:

• Violate this Agreement
• Fail to pay applicable fees
• Engage in conduct that harms Provarro or other users

Effect of Termination

Upon termination:

• Your license to use the Software ends immediately
• You must cease all use of the Software
• We may delete Your Data after a reasonable retention period, as described in Section 4
• Provisions that by their nature should survive termination shall survive — including our rights in Derived Data (Section 4), your confidentiality obligations (Section 6), and Sections 10 through 13

10. Disclaimers

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

• The Software will meet your requirements
• The Software will be uninterrupted, timely, secure, or error-free
• Results obtained from the Software will be accurate or reliable

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVARRO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING FROM YOUR USE OF THE SOFTWARE.

OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU PAID TO PROVARRO FOR THE SOFTWARE IN THE TWELVE MONTHS PRECEDING THE CLAIM.

These limitations and exclusions of liability apply to all claims arising out of or relating to this Agreement or your use of the Software, whether based in contract, tort, statute, or any other theory, and whether the claim is asserted by you or by any party claiming through you or on your behalf — including any insurer or other party asserting rights of subrogation. The liability cap in this Section is a single aggregate cap that applies across all such claims taken together, not separately per claim or per claimant.

12. Indemnification

You agree to indemnify and hold harmless Provarro and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Software
• Your violation of this Agreement
• Your violation of any third-party rights

13. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of North Carolina, without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement or your use of the Software shall be brought exclusively in the state or federal courts located in North Carolina, and you irrevocably consent to the exclusive personal jurisdiction and venue of those courts.

14. Entire Agreement

This Agreement is the entire agreement between you and Provarro regarding the Software, and it supersedes all prior agreements and understandings about the Software, including any prior end user license agreement for the RTP platform. This does not displace your Master Services Agreement or any applicable Group Addendum: your Master Services Agreement and any applicable Group Addendum remain in force on their own terms, and where your Master Services Agreement sets protections for how your data is handled, Section 4 governs how those protections apply.

15. Modifications

We may update this Agreement from time to time. How an update takes effect depends on the platform you are using:

• Where the platform presents the updated Agreement for your acceptance — as the RTP platform does at login — the update takes effect for you when you accept it.
• Where the platform has no acceptance step, we post the updated Agreement on our website, and your continued use of the Software after we post it constitutes acceptance.

16. Severability

If any provision of this Agreement is found to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

17. Contact Us

If you have questions about this Agreement, please contact us:

This EULA applies to the RTP platform and related Provarro software applications.