Legal Framework

Terms of Service

The binding legal agreement between you and Rtg Finance Group Inc., operating as RTG Wealth, governing your access to and use of our website, platforms, professional systems design services, technology consulting engagements, and all related digital properties and communications.

Effective: January 1, 2025 Last Revised: July 30, 2026 Jurisdiction: Ontario, Canada Governing Law: Province of Ontario & Federal Laws of Canada

Welcome to RTG Wealth. These Terms of Service constitute a legally binding contract between Rtg Finance Group Inc., a corporation duly organized and existing under the laws of Canada, with its registered office at 36-260 Overlea Dr, Kitchener, Ontario N2M 5H5, Canada, operating under the trade name and brand identity of RTG Wealth (hereinafter referred to as --RTG Wealth,-- --the Company,-- --we,-- --us,-- or --our--), and you, the individual or legal entity accessing our website at https://www.rtgwealth.mom, engaging our professional services, or otherwise interacting with our digital properties and business operations (hereinafter referred to as --you,-- --your,-- or --the User--).

By accessing, browsing, or using our website, submitting information through our contact forms, engaging our professional services, entering into a service agreement or statement of work with us, or otherwise interacting with RTG Wealth in any capacity, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service in their entirety, without modification. If you do not agree to all of the terms and conditions set forth herein, you must immediately discontinue all use of our website and services and must not engage us for any professional work.

These Terms of Service, together with our Privacy Policy (available at https://www.rtgwealth.mom/privacy.html), any applicable service agreements, statements of work, and project-specific contractual documents, constitute the entire agreement between you and Rtg Finance Group Inc. concerning the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, relating to such subject matter.

Table of Contents

  1. 01 Definitions and Interpretation
  2. 02 Acceptance of Terms and Eligibility
  3. 03 Scope of Services
  4. 04 Website Use and Access
  5. 05 User Obligations and Conduct
  6. 06 Intellectual Property Rights
  7. 07 Client Materials and Deliverables
  8. 08 Fees, Payments, and Invoicing
  9. 09 Confidentiality and Data Protection
  10. 10 Warranties and Disclaimers
  11. 11 Limitation of Liability
  12. 12 Indemnification
  13. 13 Term and Termination
  14. 14 Dispute Resolution and Governing Law
  15. 15 Third-Party Services and Links
  16. 16 General Provisions
1

Definitions and Interpretation

For the purposes of these Terms of Service, the following words and expressions shall have the meanings ascribed to them below, unless the context otherwise requires. Capitalized terms not defined in this clause shall have the meaning given to them elsewhere in these Terms of Service, in our Privacy Policy, or in any applicable service agreement between the parties.

1.1 Defined Terms

--Agreement-- means these Terms of Service together with all schedules, appendices, amendments, and supplementary documents incorporated by reference. --Business Day-- means any day other than a Saturday, Sunday, or statutory public holiday in the Province of Ontario, Canada. --Client-- means any individual or entity that has entered into a service agreement, statement of work, or other contractual relationship with RTG Wealth for the provision of professional services. --Confidential Information-- means all non-public information, in any form, disclosed by one party to the other in connection with these Terms or any service engagement, including but not limited to trade secrets, business plans, technical specifications, source code, financial data, client lists, and information designated as confidential by the disclosing party. --Deliverables-- means the tangible and intangible work products, including software, documentation, designs, architectures, reports, and other materials created by RTG Wealth in the course of providing services to a Client, as specified in the applicable statement of work. --Intellectual Property Rights-- means all intellectual and industrial property rights of any kind throughout the world, including patents, copyrights, trademarks, trade secrets, database rights, design rights, and moral rights, whether registered, unregistered, or applied for. --Services-- means the computer systems design, systems integration, data infrastructure engineering, financial technology platform development, cloud architecture consulting, compliance and security engineering, API strategy, and related professional technical services offered by RTG Wealth, as described on our website and as specified in any applicable service agreement. --Website-- means the internet site located at https://www.rtgwealth.mom and all subdomains, subdirectories, and pages thereof, owned and operated by Rtg Finance Group Inc.

1.2 Rules of Interpretation

In these Terms of Service, unless the context requires otherwise: words importing the singular shall include the plural and vice versa; words importing any gender shall include all genders; the word --including-- or any variation thereof shall mean --including without limitation-- and shall not limit the generality of any preceding words; headings and subheadings are for convenience only and shall not affect the construction or interpretation of these Terms; and references to any statute or statutory provision include any modification, re-enactment, or extension of such statute or provision for the time being in force.

2

Acceptance of Terms and Eligibility

Your use of the Website and engagement of our Services is expressly conditioned upon your acceptance of and compliance with these Terms of Service. By accessing the Website or utilizing our Services in any manner, you represent and warrant that you have the legal capacity and authority to enter into this Agreement.

2.1 Age and Legal Capacity

The Website and Services are intended solely for individuals who are at least eighteen (18) years of age and who possess the legal capacity to enter into binding contracts under applicable law. By using the Website or Services, you represent and warrant that you meet these eligibility requirements. If you are accessing the Website or engaging our Services on behalf of a corporation, partnership, limited liability company, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms of Service and that the entity agrees to be bound hereby.

2.2 Electronic Communications

By providing your email address to us through our Website contact form or by communicating with us via electronic mail at service@rtgwealth.mom, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may opt out of marketing communications at any time; however, we reserve the right to continue sending transactional and service-related communications that are necessary for the performance of any active service engagement.

2.3 Modifications to Terms

We reserve the right, in our sole discretion, to modify, amend, or replace these Terms of Service at any time. When we make material changes, we will update the --Last Revised-- date at the top of this page and may provide additional notice through a prominent announcement on our Website or through direct communication to registered users and active Clients. Your continued use of the Website or Services following the posting of revised Terms constitutes your acceptance of the changes. It is your responsibility to review these Terms periodically for updates. If you do not agree to the revised Terms, you must immediately cease all use of the Website and Services.

3

Scope of Services

RTG Wealth provides professional services in the fields of computer systems design and related technical services, as more particularly described on our Website and in any applicable statement of work, service agreement, or project charter. This clause provides a general description of our service offerings and the framework within which they are delivered.

3.1 Service Categories

Our professional services encompass, but are not limited to, the following categories: distributed systems architecture design and deployment; data infrastructure engineering including streaming and batch processing pipeline construction; financial technology platform development including trading systems, risk engines, and portfolio management suites; cloud infrastructure architecture and DevOps automation across major cloud providers; compliance and security engineering for regulated industries; systems integration and enterprise API strategy; technology consulting and architecture advisory services; and ongoing operations, monitoring, and continuous improvement programs. The specific scope, deliverables, timeline, and fees for any service engagement shall be set forth in a separate written agreement, statement of work, or project proposal executed by both parties.

3.2 No Obligation to Engage

Nothing in these Terms of Service or on our Website shall be construed as creating an obligation on the part of RTG Wealth to accept any particular Client engagement or to provide any specific service to any person or entity. We reserve the right, in our sole discretion, to decline to enter into a service relationship with any prospective Client, to determine the scope and pricing of any services we agree to provide, and to allocate our personnel and resources among Client engagements as we deem appropriate.

3.3 Professional Standards

We perform all professional services in accordance with generally accepted industry standards and practices for computer systems design and technology consulting firms of similar size, scope, and expertise operating in Canada. We warrant that our services will be performed in a professional and workmanlike manner by qualified personnel possessing the requisite skills, experience, and credentials. Unless otherwise agreed in writing, all services are provided on a non-exclusive basis, and we retain the right to provide similar services to other Clients, including those in the same or related industries, subject to our confidentiality obligations.

4

Website Use and Access

These provisions govern your access to and use of the Website located at https://www.rtgwealth.mom and any subdomains or affiliated digital properties owned or controlled by Rtg Finance Group Inc. By accessing the Website, you agree to comply with these provisions.

4.1 License to Access

Subject to your compliance with these Terms of Service, we grant you a limited, non-exclusive, non-transferable, revocable license to access and view the publicly available content on our Website for your personal, non-commercial use or for the purpose of evaluating our professional services for potential engagement. This license does not include any right to download (other than page caching), copy, modify, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Website without our prior written consent.

4.2 Website Availability

We strive to maintain the availability and accessibility of our Website but do not guarantee that the Website will be accessible at all times or without interruption. We may suspend, withdraw, discontinue, or change all or any part of the Website without notice for maintenance, security, operational, or other business reasons. We shall not be liable to you or any third party for any unavailability, modification, suspension, or discontinuance of the Website or any service or content offered through it.

4.3 Account Registration

Certain features of our Website or client portal, if made available in the future, may require you to register for an account. If you register, you agree to provide accurate, current, and complete information and to update such information promptly if it changes. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

4.4 Prohibited Activities

In connection with your use of the Website, you agree not to: use the Website in any way that violates any applicable federal, provincial, local, or international law or regulation; engage in any conduct that restricts or inhibits any other user from using or enjoying the Website; introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website; use any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written permission; or impersonate or attempt to impersonate RTG Wealth, an RTG Wealth employee, another user, or any other person or entity.

5

User Obligations and Conduct

As a condition of accessing the Website and engaging our Services, you agree to abide by certain standards of conduct and to fulfill specific obligations toward RTG Wealth and other users of our digital properties.

5.1 Accurate Information

When you submit information to us through any channel, including our Website contact forms, email, telephone, or in-person meetings, you represent and warrant that all information you provide is true, accurate, current, and complete to the best of your knowledge. You agree to promptly update any information that becomes inaccurate or outdated. You acknowledge that we may rely on the accuracy of the information you provide in making business decisions, and you agree to indemnify us for any losses arising from your provision of false or misleading information.

5.2 Compliance with Laws

You agree to comply with all applicable local, provincial, national, and international laws, statutes, ordinances, regulations, and codes of practice in connection with your use of the Website and our Services. This includes, without limitation, laws governing data protection and privacy, export controls, anti-bribery and anti-corruption, anti-money laundering, and sanctions compliance. You are solely responsible for ensuring that your use of our Services and any materials you provide to us do not violate any applicable law or infringe upon the rights of any third party.

5.3 Cooperation

In the context of any service engagement, you agree to provide reasonable cooperation, access to necessary personnel and resources, and timely decision-making to enable us to perform the agreed-upon services efficiently. You acknowledge that delays in providing required information, access, or approvals may impact project timelines and may result in additional fees or adjustments to the project schedule, as provided in the applicable service agreement.

5.4 Non-Solicitation

During the term of any active service engagement and for a period of twelve (12) months following its termination or expiration, you agree not to directly or indirectly solicit, recruit, hire, or engage as an independent contractor any employee or subcontractor of RTG Wealth who was materially involved in the provision of services to you, without our prior written consent. In the event of a breach of this provision, you agree to pay RTG Wealth a placement fee equal to fifty percent (50%) of the annualized compensation offered to the solicited individual, as liquidated damages and not as a penalty.

6

Intellectual Property Rights

The Website and all content, features, and functionality thereof, as well as the methodologies, tools, frameworks, and pre-existing materials used by RTG Wealth in the delivery of our Services, are protected by intellectual property laws. This clause sets forth the respective rights of the parties with respect to intellectual property.

6.1 Website Content

All content displayed on the Website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, digital downloads, data compilations, software, and the design, selection, and arrangement thereof, is owned by Rtg Finance Group Inc., its licensors, or other providers of such material and is protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property laws. The RTG Wealth name and logo, the Rtg Finance Group Inc. name, and all related names, logos, product and service names, designs, and slogans are trademarks of Rtg Finance Group Inc. or its affiliates. You may not use such marks without our prior written permission.

6.2 Pre-Existing Intellectual Property

Each party retains all right, title, and interest in and to its respective pre-existing intellectual property, including any software, tools, frameworks, libraries, methodologies, know-how, documentation, and other materials owned or developed by such party prior to or independently of any service engagement between the parties. RTG Wealth's pre-existing intellectual property includes, without limitation, our proprietary development frameworks, code libraries, architectural templates, deployment scripts, monitoring configurations, testing harnesses, and internal tools that we may use in the course of delivering services to multiple Clients.

6.3 Ownership of Deliverables

Unless otherwise agreed in a written statement of work or service agreement, upon full payment of all fees due for a specific engagement, RTG Wealth assigns to the Client all right, title, and interest in and to the Deliverables created specifically for that Client under such engagement, excluding any pre-existing intellectual property incorporated therein. The Client grants RTG Wealth a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate into other projects any general ideas, concepts, know-how, methodologies, and techniques developed in the course of providing services, provided that such use does not disclose the Client's Confidential Information.

7

Client Materials and Deliverables

In the course of providing Services, we may receive, access, or utilize materials, data, systems, and information provided by or on behalf of the Client. This clause governs the rights and responsibilities of the parties with respect to such materials and the Deliverables produced by RTG Wealth.

7.1 Client-Provided Materials

The Client represents and warrants that it has all necessary rights, licenses, and permissions to provide to RTG Wealth any materials, data, software, documentation, or other content (collectively, --Client Materials--) for use in connection with the Services. The Client grants RTG Wealth a non-exclusive, royalty-free license to use, reproduce, modify, and create derivative works of the Client Materials solely as necessary to perform the Services for the Client. The Client retains all ownership rights in the Client Materials.

7.2 Acceptance of Deliverables

Deliverables shall be subject to acceptance by the Client in accordance with the acceptance criteria and procedures set forth in the applicable statement of work. If no specific acceptance procedures are specified, the Client shall have fifteen (15) Business Days from the date of delivery to review each Deliverable and notify RTG Wealth in writing of any material non-conformance with the agreed-upon specifications. If the Client does not provide written notice of non-conformance within such period, the Deliverable shall be deemed accepted. Upon receipt of a valid non-conformance notice, RTG Wealth shall use commercially reasonable efforts to correct the identified deficiencies at no additional charge.

7.3 Risk of Loss

Except as otherwise provided in a service agreement, the Client retains all risk of loss, damage, or destruction to Client Materials while in RTG Wealth's possession or control. RTG Wealth shall exercise reasonable care in handling Client Materials but shall not be liable for any loss or damage to such materials unless caused by our gross negligence or willful misconduct.

8

Fees, Payments, and Invoicing

The fees, payment terms, and invoicing procedures applicable to our Services shall be as set forth in the applicable service agreement, statement of work, or proposal. This clause establishes the general framework for financial arrangements between the parties.

8.1 Fee Structure

Our services may be priced on a fixed-fee basis for defined-scope projects, on a time-and-materials basis at agreed-upon hourly or daily rates, on a retainer basis for ongoing advisory or operational services, or on such other basis as the parties may mutually agree in writing. All fees are stated in Canadian dollars unless otherwise specified. Unless otherwise stated, fees are exclusive of applicable taxes, duties, and levies, which shall be the responsibility of the Client.

8.2 Invoicing and Payment

We shall invoice the Client in accordance with the schedule set forth in the applicable service agreement. Unless otherwise agreed, all invoices are payable within thirty (30) calendar days of the invoice date. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date of actual payment. The Client shall reimburse RTG Wealth for all reasonable costs, including legal fees, incurred in collecting overdue amounts.

8.3 Expenses

The Client shall reimburse RTG Wealth for all reasonable, pre-approved out-of-pocket expenses incurred in connection with the provision of Services, including travel, accommodation, software licenses, cloud infrastructure costs, and third-party service fees directly attributable to the Client's project. We shall provide supporting documentation for all reimbursable expenses upon request.

8.4 No Refund Policy

Unless otherwise expressly provided in a service agreement or required by applicable law, all fees paid to RTG Wealth are non-refundable. In the event of early termination of a service engagement by the Client for convenience, the Client shall remain liable for all fees accrued up to the effective date of termination, including any non-cancellable commitments made by RTG Wealth on the Client's behalf.

9

Confidentiality and Data Protection

The protection of confidential information and personal data is fundamental to our professional relationships. This clause establishes the obligations of both parties with respect to the handling of sensitive information.

9.1 Confidentiality Obligations

Each party agrees to hold the other party's Confidential Information in strict confidence and to use such information solely for the purpose of performing its obligations or exercising its rights under these Terms and the applicable service agreement. Neither party shall disclose the other party's Confidential Information to any third party without the disclosing party's prior written consent, except to its employees, contractors, and professional advisors who have a need to know such information and who are bound by confidentiality obligations no less restrictive than those set forth herein.

9.2 Exceptions to Confidentiality

The confidentiality obligations set forth in this clause shall not apply to information that: is or becomes publicly available through no breach of these Terms by the receiving party; was already in the receiving party's possession without obligation of confidentiality prior to its disclosure by the disclosing party; is independently developed by the receiving party without reference to or use of the disclosing party's Confidential Information; or is required to be disclosed by law, regulation, court order, or other legal process, provided that the receiving party gives the disclosing party prompt written notice of such requirement (to the extent legally permissible) and cooperates with the disclosing party's efforts to limit or prevent such disclosure.

9.3 Data Protection

The collection, use, storage, and disclosure of personal information by RTG Wealth is governed by our Privacy Policy, which is incorporated into these Terms by reference and available at https://www.rtgwealth.mom/privacy.html. In the course of providing Services, we may process personal data on behalf of our Clients. Where we act as a data processor, we shall process such personal data only in accordance with the Client's documented instructions and shall implement appropriate technical and organizational measures to protect such data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

9.4 Survival

The confidentiality obligations set forth in this clause shall survive the termination or expiration of these Terms and any service agreement for a period of five (5) years, or indefinitely with respect to trade secrets and information that constitutes personal data under applicable privacy laws.

10

Warranties and Disclaimers

This clause defines the scope of representations and warranties made by each party and establishes important disclaimers regarding the Website and Services.

10.1 Mutual Warranties

Each party represents and warrants to the other that: it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or organizational action; and it shall comply with all applicable laws and regulations in the performance of its obligations under this Agreement.

10.2 Service Warranty

RTG Wealth warrants that the Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Our sole obligation, and the Client's exclusive remedy, for any breach of this warranty shall be, at our option, reperformance of the non-conforming services or a refund of the fees paid for such services. This warranty shall only apply if the Client notifies us in writing of the alleged breach within thirty (30) days of the performance of the relevant services.

10.3 Website Disclaimer

THE WEBSITE AND ALL CONTENT, INFORMATION, AND MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN --AS IS-- AND --AS AVAILABLE-- BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RTG WEALTH AND RTG FINANCE GROUP INC. EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

10.4 No Guarantee of Results

While we bring substantial expertise, experience, and diligence to every engagement, RTG Wealth does not guarantee specific business outcomes, financial results, performance improvements, cost savings, or any other particular result from the use of our Services or Deliverables. Any estimates, projections, or forecasts provided by us are for informational purposes only and should not be relied upon as guarantees of future performance. The Client acknowledges that the realization of benefits from technology consulting and systems implementation depends on numerous factors beyond our control, including the Client's operational execution, market conditions, and technological evolution.

11

Limitation of Liability

This clause establishes important limitations on the liability of RTG Wealth and Rtg Finance Group Inc. You should read this clause carefully, as it affects your legal rights.

11.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RTG WEALTH, RTG FINANCE GROUP INC., OR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SUBCONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE WEBSITE, THE SERVICES, OR ANY DELIVERABLES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE, TOTAL LIABILITY OF RTG WEALTH AND RTG FINANCE GROUP INC. FOR ALL CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE WEBSITE, THE SERVICES, OR ANY DELIVERABLES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO RTG WEALTH DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIVE THOUSAND CANADIAN DOLLARS (CAD $5,000) FOR CLAIMS ARISING FROM WEBSITE USE ALONE.

11.3 Basis of the Bargain

The limitations of liability set forth in this clause are fundamental elements of the basis of the bargain between the parties. The fees charged for our Services reflect the allocation of risk set forth in these Terms, and we would not enter into this Agreement without these limitations. The limitations of liability in this clause shall apply notwithstanding any failure of essential purpose of any limited remedy.

11.4 Exceptions

Nothing in these Terms shall exclude or limit our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; any breach of obligations implied by applicable mandatory law that cannot be limited or excluded; or any other liability that cannot be excluded or limited under applicable law. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations in this clause may not apply to you.

12

Indemnification

This clause sets forth the obligations of each party to indemnify, defend, and hold harmless the other party in certain circumstances.

12.1 Indemnification by You

You agree to indemnify, defend, and hold harmless RTG Wealth, Rtg Finance Group Inc., and its affiliates, directors, officers, employees, agents, and subcontractors from and against any and all claims, demands, actions, suits, proceedings, damages, liabilities, losses, costs, and expenses (including reasonable legal and professional fees) arising out of or related to: your breach of these Terms of Service or any applicable service agreement; your violation of any applicable law, regulation, or the rights of any third party; your use of the Website in a manner not authorized by these Terms; any Client Materials you provide to us, including claims that such materials infringe upon the intellectual property or other rights of a third party; or your gross negligence, fraud, or willful misconduct.

12.2 Indemnification by RTG Wealth

RTG Wealth agrees to indemnify, defend, and hold harmless the Client and its directors, officers, and employees from and against any and all third-party claims that the Deliverables, as delivered to the Client and when used in accordance with the applicable documentation and specifications, infringe upon the intellectual property rights of such third party. This indemnification obligation shall not apply to the extent that the alleged infringement arises from: Client Materials incorporated into the Deliverables; modifications to the Deliverables made by any party other than RTG Wealth; use of the Deliverables in combination with products, services, or data not provided or approved by RTG Wealth; or the Client's continued use of infringing Deliverables after RTG Wealth has provided a non-infringing alternative.

12.3 Indemnification Procedure

The party seeking indemnification shall: promptly notify the indemnifying party in writing of the claim; grant the indemnifying party sole control over the defense and settlement of the claim (provided that the indemnifying party shall not enter into any settlement that imposes any admission of fault or liability on the indemnified party without such party's prior written consent); and provide the indemnifying party with reasonable cooperation and assistance, at the indemnifying party's expense, in the defense or settlement of the claim.

13

Term and Termination

This clause governs the duration of these Terms of Service and the rights and obligations of the parties upon termination or expiration.

13.1 Term

These Terms of Service shall remain in full force and effect for as long as you access or use the Website or engage our Services. With respect to any specific service engagement, the term shall be as set forth in the applicable service agreement, statement of work, or project charter. The provisions of these Terms that by their nature should survive termination or expiration shall so survive, including clauses related to intellectual property, confidentiality, limitation of liability, indemnification, dispute resolution, and general provisions.

13.2 Termination by You

You may terminate these Terms at any time by ceasing all use of the Website and notifying us of your desire to terminate any active service engagement in accordance with the termination provisions of the applicable service agreement. Upon termination, your right to access and use the Website shall immediately cease.

13.3 Termination or Suspension by Us

We reserve the right, in our sole discretion and without prior notice or liability to you, to terminate or suspend your access to all or part of the Website for any reason or no reason, including without limitation: any breach or suspected breach of these Terms of Service; any conduct that we believe may be harmful to other users, third parties, or our business interests; a request by law enforcement or other government authority; or unexpected technical or security issues. With respect to active service engagements, termination shall be governed by the provisions of the applicable service agreement.

13.4 Effects of Termination

Upon termination or expiration of these Terms or any service engagement, the Client shall pay all outstanding fees and expenses accrued through the effective date of termination. Each party shall return or destroy, at the other party's election, all Confidential Information of the other party in its possession or control, except that each party may retain one archival copy for legal compliance and dispute resolution purposes. RTG Wealth shall reasonably cooperate with the Client in the orderly transition of services to the Client or its designee, subject to payment for such transition assistance at our then-current rates.

14

Dispute Resolution and Governing Law

This clause sets forth the mechanisms for resolving disputes arising under or in connection with these Terms of Service and specifies the governing law and forum for legal proceedings.

14.1 Informal Resolution

The parties agree to make good-faith efforts to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services through informal negotiation. Before initiating any formal legal proceedings or arbitration, the party raising the dispute shall provide written notice to the other party describing the nature of the dispute and the relief sought. The parties shall have a period of thirty (30) calendar days from receipt of such notice to attempt to resolve the dispute through negotiation, including by escalating the matter to senior management representatives with authority to settle the dispute.

14.2 Mediation

If the parties are unable to resolve the dispute through negotiation within the thirty-day period, either party may request mediation. The parties shall jointly select a mediator and participate in mediation in good faith. The costs of mediation shall be shared equally by the parties. Any mediation shall be conducted in Kitchener, Ontario, Canada, or such other location as the parties may mutually agree. Participation in mediation shall be a condition precedent to the commencement of any formal legal proceedings, except where a party seeks urgent injunctive or equitable relief.

14.3 Governing Law

These Terms of Service and any dispute or claim arising out of or in connection with them or their subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule that would result in the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

14.4 Forum Selection

Subject to the dispute resolution procedures set forth above, any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the courts of competent jurisdiction located in the City of Kitchener, Province of Ontario, Canada. Each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on improper venue, forum non conveniens, or similar grounds.

14.5 Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

15

Third-Party Services and Links

Our Website and Services may interface with, link to, or incorporate products, services, and content provided by third parties. This clause addresses our relationship with such third-party offerings.

15.1 Third-Party Websites

The Website may contain links to websites, platforms, and resources operated by third parties. These links are provided for your convenience and informational purposes only and do not constitute an endorsement, sponsorship, or recommendation by RTG Wealth of the linked content, products, or services. We have no control over and assume no responsibility for the content, privacy policies, terms of service, or practices of any third-party websites. You access such websites at your own risk, and we encourage you to review the terms and policies of each website you visit.

15.2 Third-Party Products and Services

In the course of delivering our Services, we may recommend, integrate, or implement third-party software, hardware, cloud services, APIs, or other products. Unless expressly agreed in writing, RTG Wealth does not warrant, guarantee, or assume responsibility for the performance, availability, security, or fitness for purpose of any third-party products or services. The Client's use of third-party products and services is governed by the terms and conditions of the respective third-party provider. The Client acknowledges that RTG Wealth shall not be liable for any losses, damages, or service interruptions caused by third-party products or services.

15.3 Open Source Software

Our Services and Deliverables may incorporate open source software components governed by their respective license terms. The use of such open source software is subject to the licenses under which it is distributed, not to these Terms of Service. Where we incorporate open source software into Deliverables for a Client, we will identify the material open source components and provide access to the applicable license terms upon the Client's request. The Client's use of such open source software is subject to compliance with the applicable open source licenses.

16

General Provisions

This clause sets forth various miscellaneous provisions that apply to these Terms of Service and the relationship between the parties.

16.1 Entire Agreement

These Terms of Service, together with our Privacy Policy and any applicable service agreements, statements of work, and project-specific contractual documents, constitute the entire agreement between you and Rtg Finance Group Inc. concerning the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

16.2 Severability

If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties. If such modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

16.3 Waiver

No waiver by RTG Wealth of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition, or a waiver of any other term or condition. Any failure by RTG Wealth to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver shall be effective unless it is in writing and signed by an authorized representative of RTG Wealth.

16.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms of Service without our prior written consent. Any attempted assignment or transfer in violation of this provision shall be null and void. We may assign or transfer our rights and obligations under these Terms, in whole or in part, without your consent: to an affiliate; in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets; or by operation of law. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

16.5 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms, except for payment obligations, if such delay or failure results from circumstances beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, epidemics, pandemics, government orders or regulations, war, terrorism, civil unrest, labor strikes or disputes, utility or telecommunications failures, cyber attacks, or failure of third-party service providers (each a --Force Majeure Event--). The affected party shall promptly notify the other party of the Force Majeure Event and its anticipated duration and shall use commercially reasonable efforts to mitigate the effects of such event.

16.6 Relationship of the Parties

Nothing in these Terms of Service shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between you and RTG Wealth. We are an independent contractor in all respects, and neither party has the authority to bind or commit the other party to any obligation or agreement with any third party. Each party is solely responsible for its own taxes, insurance, employee benefits, and compliance with applicable laws relating to its own business.

16.7 Notices

All notices, requests, demands, and other communications required or permitted under these Terms shall be in writing and shall be deemed duly given: when delivered personally; when sent by email to service@rtgwealth.mom with confirmation of receipt; three (3) Business Days after being deposited in the mail, certified or registered, return receipt requested, postage prepaid; or one (1) Business Day after being sent by nationally recognized overnight courier service. Notices to RTG Wealth shall be addressed to Rtg Finance Group Inc., Attention: Legal Department, 36-260 Overlea Dr, Kitchener, Ontario N2M 5H5, Canada.

16.8 Language

These Terms of Service are drafted in the English language, which shall be the controlling language for all purposes. Any translation of these Terms into another language is provided for convenience only and shall have no legal effect. All communications between the parties regarding these Terms and any service engagement shall be conducted in English, unless otherwise agreed in writing.

16.9 Contact Information

If you have any questions, concerns, or feedback regarding these Terms of Service, our Services, or your relationship with RTG Wealth, please contact us through any of the following channels:

Legal Entity: Rtg Finance Group Inc.

Trade Name: RTG Wealth

Registered Address: 36-260 Overlea Dr, Kitchener, Ontario N2M 5H5, Canada

Website: https://www.rtgwealth.mom

Email: service@rtgwealth.mom

Phone: +1 (234) 285-5284

Industry: Computer Systems Design and Related Services — NAICS 5415

Sector: Professional, Scientific, and Technical Services