1. WHO WE ARE

Keyspire Group Inc. is a Canadian real estate investing education company incorporated in Ontario, Canada. We provide educational programming, coaching, tools, live events, and community experiences for real estate investors across Canada and the United States. We do not provide legal, tax, accounting, mortgage brokerage, securities brokering, or other regulated professional services. Nothing in the Services is professional advice or a guarantee of results.

2. CONTRACT HIERARCHY AND PRODUCT-SPECIFIC TERMS

Some Services have additional written terms that supplement these Terms, such as an order form, enrollment form, AI Investor Assistant Supplemental Agreement, or a Coaching Client Agreement (collectively, "Product-Specific Terms"). If there is a conflict, the Product-Specific Terms control for that Service. These Terms apply to all Services not expressly governed by Product-Specific Terms.

These Terms are also supplemented by the following documents, each of which is incorporated by reference: (a) our Privacy Policy at keyspire.com/privacy-policy; (b) our Website Terms of Use at keyspire.com/terms-of-use; and (c) our AI Terms of Use at keyspire.com/ai-terms-of-use, which govern use of the AI Investor Assistant.

3. ELIGIBILITY AND ACCOUNTS

You must be the age of majority where you live and have legal capacity to contract. By accessing or purchasing any Service, you affirm that you meet these requirements.

You are responsible for your account credentials and for all activity under your account. You must provide accurate, current, and complete information and keep it updated. Notify us promptly if you suspect unauthorized access at [email protected]. Keyspire shall not be liable for any loss or damages resulting from your failure to keep your credentials secure.

4. ACCEPTABLE USE AND COMMUNITY STANDARDS

You agree to use the Services lawfully and respectfully. You may not:

• Post or transmit unlawful, defamatory, deceptive, infringing, harassing, hateful, or harmful content

• Upload malware, spam, or content that interferes with the Services

• Attempt to scrape, reverse engineer, bypass security, or access non-public areas

• Share private or confidential information about others without consent

• Interfere with events, coaching sessions, or community spaces

• Upload or submit to any Keyspire platform or tool any sensitive personal data of a third party — including social security numbers, social insurance numbers, credit card or banking information, passwords, security credentials, or personal health information — without that person's express written consent

• Promote or operate any multi-level marketing scheme, pyramid scheme, or chain letter using Keyspire's platforms or community

• Use Keyspire's platforms, community, or events to solicit members to join any third-party affiliate program, referral network, or business opportunity without Keyspire's prior written consent

• Raise capital, solicit investments, or promote securities or non-income-producing asset schemes on our platforms (member-to-member joint venture collaboration for income-producing properties is permitted if lawful and compliant with these Terms)

We may moderate, remove content, limit features, or suspend access to protect our users and Services.

5. CONFIDENTIALITY

Certain Keyspire materials and non-public information disclosed in programs are confidential, including program content, proprietary frameworks, coaching methodologies, and information shared by fellow participants during group sessions or community spaces. You must:

• Keep all confidential program materials and information strictly confidential

• Use confidential information only for your own participation in the Services

• Not disclose, share, republish, or distribute confidential information to any third party without Keyspire's prior written consent

• Keep confidential any personal or business information shared by other program participants in the course of the program — you may not use or share another participant's information outside the program context

Your confidentiality obligations survive termination of these Terms.

6. INTELLECTUAL PROPERTY

All content in the Services — including frameworks, methods, tools, templates, videos, recordings, courseware, checklists, worksheets, slides, transcripts, community materials, and the Keyspire AI Investor Assistant ("Keyspire Materials") — is owned by or licensed to Keyspire and protected by intellectual property laws. We grant you a personal, limited, revocable, non-exclusive, non-transferable license to use Keyspire Materials for your own educational, non-commercial purposes while you are in good standing and as permitted by the applicable Service.

You may not copy, share, republish, sell, sublicense, or create derivative works from Keyspire Materials without our written permission. Any unauthorized use constitutes a material breach of these Terms and may result in immediate termination of access without refund.

Trademarks

KEYSPIRE and related marks (including KNOWLEDGE EMPOWERS YOU and WEALTH TOUR) are trademarks of Keyspire Group Inc. You may not use our marks in a way that suggests sponsorship or endorsement without our prior written permission.

IP Complaints

If you believe content available through the Services infringes your rights, please contact [email protected] with: (i) identification of the copyrighted work claimed to be infringed; (ii) identification of the allegedly infringing material and its location; and (iii) your contact information and a statement of good-faith belief that the use is not authorized. We may remove or disable access to content in our discretion.

7. NON-COMMERCIAL USE

All Keyspire Services, materials, and content are provided for your own personal real estate investing education and activities only. You may not use any Keyspire program content, strategies, materials, tools, frameworks, or business know-how for commercial purposes, including but not limited to:

• Reselling, teaching, licensing, or otherwise monetizing Keyspire content in any form

• Developing competing products or services using Keyspire's proprietary frameworks or methodologies

• Reproducing or distributing Keyspire content to other persons, whether for compensation or otherwise

This clause survives the expiration or termination of these Terms.

8. YOUR CONTENT AND TESTIMONIALS

If you submit questions, posts, feedback, testimonials, or participate in sessions ("User Content"), you grant Keyspire a worldwide, royalty-free, non-exclusive, perpetual, irrevocable license to host, display, reproduce, and adapt your User Content to operate, improve, and promote the Services. You are responsible for the content you share and must have the rights to share it.

For testimonials or success stories you voluntarily submit, you grant us permission to reproduce and display them with your name and general location for promotional purposes in any media, now known or later developed. Where permitted by law, you waive any moral rights you may have in testimonial content for these limited uses. Keyspire reserves the right to correct grammatical errors, shorten submissions, and review all submissions prior to use. Keyspire is under no obligation to use any submission.

9. RECORDINGS AND AI TOOLS

Some coaching calls, webinars, events, or support interactions may be recorded (audio/video) and may use AI tools for note-taking, transcription, or quality assurance. By joining any Keyspire session or event, you acknowledge and consent to:

• Being recorded and to Keyspire's use of recordings for program delivery, internal training, quality assurance, and improvement

• The use of AI-assisted transcription, note-taking, and analysis tools during sessions

• Recordings being retained for up to 30 days after the session date, after which they are securely deleted

Only Keyspire reserves the right to record or use AI assistants during individual and group meetings. Any non-Keyspire notetakers will be denied access to meetings and/or removed. If you do not wish to be recorded, please use available alternatives (e.g., chat, Q&A, or watch replays) when available.

AI Investor Assistant

Eligible Accelerated Coaching clients receive access to the Keyspire AI Real Estate Investor Assistant. Use of the AI Investor Assistant is governed by the AI Investor Assistant Supplemental Agreement and the AI Terms of Use available at keyspire.com/ai-terms-of-use. In the event of any conflict between the AI Terms of Use and the AI Investor Assistant Supplemental Agreement, the Supplemental Agreement controls.

10. THIRD-PARTY GUESTS, SPONSORS, AND INDEPENDENT PROVIDERS

From time to time, third-party guests, vendors, or sponsors may present, post, or offer products or services through Keyspire's platforms or events. They are independent parties and not Keyspire employees or agents. Keyspire does not control, vet, screen, or endorse third-party offerings and is not responsible for your dealings with them. Any transactions you enter into with third parties are solely between you and the third party.

You agree to conduct your own independent due diligence before entering into any transaction or relationship with any third party encountered through Keyspire's platforms or events.

11. NO PROFESSIONAL ADVICE; NO GUARANTEES

All Services are for educational purposes only. Keyspire does not provide legal, tax, accounting, mortgage, securities, investment, or other professional advice. Coaches' role is to walk clients through real estate investing education — they will not give tax, accounting, professional financial, or legal advice, and they will not make decisions for you. You are the decision maker in your own business.

Keyspire makes no guarantees of results, earnings, or outcomes. Your results depend on your own effort, commitment, financial resources, knowledge, experience, and external factors beyond our control. We do not sell a business opportunity, "get rich quick" program, guaranteed system, franchise system, or a business in a box.

12. PURCHASES, BILLING, RENEWALS, AND REFUNDS

Pricing and Taxes

All prices are in Canadian dollars (CAD) unless otherwise stated and are shown before applicable taxes. Prices may change; we will provide notice where required by law.

Memberships (e.g., Inner Circle)

Unless stated otherwise in Product-Specific Terms, memberships renew automatically at the end of each term at the then-current rate until you cancel. You can cancel effective at the end of your current billing period. Access continues through the paid-up period. You provide express informed consent to automatic billing by signing up for any auto-renewing membership.

Coaching and Programs

Coaching sessions are for the enrolled individual only, are strictly non-transferable, must be used within the stated program term, and will expire if unused. There is no credit for missed or unused coaching sessions. Scheduling, rescheduling, and no-show rules appear in your Product-Specific Terms or program guide. Sessions cancelled without 24-hour notice will be consumed and not credited back to the client's account.

Refunds

You may cancel this transaction within ten (10) business days from the date of purchase. Keyspire will complete your refund within fifteen (15) business days of receiving your request via the stated process. No refunds, full or partial, will be given after the 10-day cancellation period for early termination. Refund requests must be submitted at keyspire.com/product-return or as specified in your Product-Specific Terms.

Payment Methods and Authorization

By providing a payment method, you authorize Keyspire to charge that method for all fees associated with your purchase, including any recurring charges for auto-renewing Services. Payments are processed by a third-party payment processor. Keyspire does not store full credit card numbers. The payment processor is acting solely as a billing and processing agent and is not permitted to store, retain, or use your billing information except to process payment for the Services you are registering for.

13. PAYMENT DEFAULTS

You agree to make all payments as set forth in your agreement with Keyspire. Failure to make timely payments constitutes a default. Upon default, any outstanding balance of the total program fee shall become immediately due and payable. Keyspire reserves the right to suspend or terminate access to Services until all amounts owed are paid in full.

If a payment fails, we may suspend access until resolved. You authorize us to retry charges and to update your payment method via your provider's account updater services. You shall be responsible for any costs of collection incurred by Keyspire, including reasonable legal fees and expenses.

14. LIVE EVENTS AND IN-PERSON PARTICIPATION

For live and in-person events, you are responsible for your own travel, accommodation, and any other costs of attendance. Keyspire is not liable for any travel or accommodation expenses you incur in connection with any event.

By attending any live Keyspire event, you voluntarily assume all risks associated with in-person attendance, including without limitation the risk of exposure to communicable or infectious diseases. You agree to follow all applicable public health protocols and venue requirements. Keyspire shall not be liable for any personal injury, illness, or other harm arising from your attendance at a live event.

Keyspire reserves the right to: (a) reschedule any event; (b) change the event venue; (c) substitute presenters, coaches, or speakers; (d) convert an in-person event to a virtual format; and (e) remove any attendee who is disruptive, who has compromised the safety or comfort of another attendee, or who has violated these Terms — in each case without liability to you. Removal from an event for any of the above reasons does not entitle the removed attendee to a monetary refund or credit. Keyspire is not liable for any expenses incurred if a program reaches capacity or if the delivery method changes.

All tickets for live and in-person events are non-refundable and non-transferable. Failure to attend results in forfeiture without credit or substitution.

Event Cancellation

If an event is cancelled by Keyspire, ticket purchases will receive a full refund within 60 days of the cancellation notice. If an event is postponed, registration will transfer to the next available date and will not be eligible for a refund.

15. VIRTUAL WORKSHOPS AND ONLINE SESSIONS

For virtual workshops and online sessions, you are responsible for ensuring you have appropriate hardware, software, network connectivity, and bandwidth to participate. Keyspire will notify you of the third-party videoconferencing platform being used for your session. Keyspire's use of any videoconferencing platform is not an endorsement of that platform.

Keyspire shall have no liability for any third-party videoconferencing or webinar platform failures, interruptions, or technical issues. Keyspire reserves the right to change the videoconferencing platform at any time and for any reason. If you cannot participate due to technical issues on your end, your session will be considered used and not credited.

You agree that only you will have access to virtual sessions, and that your access is non-transferable. One additional individual who shares your physical address (spouse or family member) may jointly participate in group live webinars and online training sessions, but not in individual one-on-one coaching sessions.

16. COMMUNICATIONS, SMS, AND EMAIL

By providing your contact information and purchasing any Service, you consent to receive transactional messages about your account and Services. With your express opt-in consent, we may also send promotional emails or SMS messages. You can opt out of marketing communications at any time using the unsubscribe link in any email or by replying STOP to any SMS. Opting out of marketing does not affect transactional or service notices.

Keyspire complies with Canada's Anti-Spam Legislation (CASL) and will only send commercial electronic messages to individuals who have provided express consent as required by law. We maintain records of all consents obtained. We will not send commercial electronic messages to you after you withdraw consent.

For program delivery, please add "keyspire.com" and [email protected] to your safe sender list. If you have not received email communication from Keyspire within one week of enrollment, contact our Client Services Team at [email protected]. It is your responsibility to notify Keyspire if your email address changes.

We do not sell, rent, or share SMS opt-in information with third parties for their marketing purposes.

17. PRIVACY

Your use of the Services is subject to the Keyspire Privacy Policy available at keyspire.com/privacy-policy, which explains what we collect, how we use it, and your choices. Please review it carefully. The Privacy Policy is expressly incorporated into and forms a part of these Terms.

Some Services use cookies and similar technologies. By using the Services, you consent to these practices as described in our Privacy Policy, including the collection and transmission of device and usage information needed to provide and secure the Services.

In the event of a data breach that poses a real risk of significant harm, we will notify affected individuals and relevant regulators as required by applicable law.

18. SECURITIES DISCLAIMER

Keyspire is NOT an exempt market dealer or licensed securities dealer and will never make an offer to sell securities to members or clients. Securities can only be sold and purchased through a licensed dealer under applicable securities law. An offer to purchase securities can only be made through the appropriate subscription documents and exemption documents provided by a licensed dealer.

Nothing in the Services constitutes an offer or solicitation to buy or sell securities. Keyspire does not provide securities advice or act in any capacity as an investment advisor, portfolio manager, or exempt market dealer.

19. BUSINESS DEALINGS WITH KEYSPIRE REPRESENTATIVES

Clients acknowledge and agree that any personal, business, investment, or financial dealings with Keyspire representatives — including but not limited to employees, contractors, coaches, mentors, trainers, speakers, and sales staff — are outside the scope of these Terms and are undertaken solely at the client's own risk.

Such dealings are not authorized, encouraged, sponsored, endorsed, supervised, or controlled by Keyspire in any way. Keyspire expressly prohibits representatives from offering or entering into separate business or investment arrangements with clients in connection with their role at Keyspire. The role of any Keyspire representative is strictly limited to delivering the educational, coaching, or support services described in your agreement with Keyspire.

Clients further agree that Keyspire shall have no responsibility or liability arising out of any such unauthorized dealings, and the client releases and agrees to indemnify and hold harmless Keyspire from any claims, losses, or damages arising therefrom.

20. NON-DISPARAGEMENT AND COMMUNITY INTEGRITY

You agree not to make negative, disparaging, false, or misleading statements about Keyspire, its programs, employees, coaches, or members in any medium — including online forums, review platforms, and social media — where such statements could harm Keyspire's reputation or community integrity.

Keyspire is committed to maintaining a high standard of integrity within its community. Conduct that interferes with other members' ability to fully enjoy their program benefits — including unwelcome solicitation, unethical actions, defamatory statements, and inappropriate communications — may result in removal from the community. All reasonable steps will be taken to address misconduct before any program access is cancelled. Members removed for breach of these Terms will not be entitled to a refund.

21. AFFILIATE PROGRAM

Keyspire may offer an affiliate program to eligible clients and members. If you participate in the Keyspire Affiliate Program, your participation is governed by the separate Keyspire Affiliate Agreement, which supplements these Terms. Affiliates are independent contractors and are not employees or agents of Keyspire. Affiliates have no authority to act on behalf of or bind Keyspire.

For information about the Keyspire Affiliate Program, please contact [email protected].

22. CUSTOMER-TO-CUSTOMER DISPUTES

You are solely responsible for your interactions with other Keyspire users and members. To the maximum extent permitted by law, you hold Keyspire harmless and release Keyspire and its affiliates, officers, employees, and agents from all claims, demands, and damages arising out of or related to disputes between customers. We may, but are not obligated to, monitor or resolve such disputes.

23. DISCLAIMERS

THE SERVICES AND KEYSPIRE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, KEYSPIRE DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE.

Keyspire does not warrant that the Services will be uninterrupted, error-free, or secure. We reserve the right to modify, suspend, or discontinue any Service or feature at any time without notice.

24. LIMITATION OF LIABILITY

To the maximum extent permitted by law, KEYSPIRE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, OR DATA; OR BUSINESS INTERRUPTION — arising from your use of, attempted use of, or inability to use the Services, even if advised of the possibility of such damages.

Our total liability for any claim relating to the Services will not exceed the amounts you paid to Keyspire for the Service giving rise to the claim during the twelve (12) months before the event giving rise to liability. This limitation applies to all claims regardless of whether Keyspire was advised of the possibility of such damages.

THE CLIENT ACKNOWLEDGES THAT THEY ARE SOLELY RESPONSIBLE FOR THEIR INVESTMENT AND BUSINESS DECISIONS, AND THAT KEYSPIRE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO INDIVIDUAL RESULTS OR OUTCOMES.

Some jurisdictions do not allow certain limitations; where prohibited, those limitations will not apply to the extent prohibited by law.

25. INDEMNIFICATION

You agree to indemnify and hold harmless Keyspire and its officers, directors, employees, shareholders, contractors, coaches, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: (i) your breach of these Terms; (ii) your User Content; (iii) your misuse of the Services; (iv) your violation of any law or the rights of a third party; (v) unauthorized use of your account credentials; or (vi) any unauthorized dealings between you and a Keyspire representative.

26. DISPUTE RESOLUTION AND ARBITRATION

Before filing a claim, the parties will meet and confer in good faith to try to resolve the issue within thirty (30) days. If unresolved, the parties agree to non-binding mediation in Ontario, Canada with a mutually agreed mediator. If mediation does not resolve the dispute within sixty (60) days, the dispute shall be submitted to confidential binding arbitration under the Arbitration Act, 1991 (Ontario), before a single arbitrator in Toronto, Ontario.

All claims must be brought within one (1) year after the claim arises. Any claim not brought within this period is permanently barred. Nothing in this section prevents either party from seeking injunctive or equitable relief to protect its intellectual property or confidential information.

27. CLASS ACTION WAIVER

You agree that all claims will be brought on an individual basis only, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator shall not consolidate the claims of more than one person, nor preside over any form of a class or representative proceeding.

If the class action waiver is deemed unenforceable such that arbitration would proceed as a class or representative action, then the entire arbitration provision shall be rendered null and void. This class action waiver survives termination of your relationship with Keyspire.

28. GOVERNING LAW AND VENUE

These Terms and any dispute arising out of or relating to them are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. Subject to the arbitration requirement, the exclusive venue for any permitted court proceedings is in Ontario, Canada. You irrevocably consent to the personal jurisdiction of those courts.

US clients acknowledge and agree that they are entering into an agreement governed by Canadian law.

29. FORCE MAJEURE

Keyspire shall not be liable or responsible to you, nor deemed to have defaulted under or breached these Terms, for any failure or delay in performing its obligations when and to the extent such failure or delay is caused by events beyond Keyspire's reasonable control. These events include, without limitation: acts of God, natural disasters, fire, flood, epidemic, pandemic, government restrictions or shutdowns, labour disputes, strikes, civil unrest, war, terrorism, interruption of utilities or internet services, or changes to or discontinuation of third-party technology platforms. If such an event continues for more than fifteen (15) consecutive days, Keyspire may suspend or terminate the affected Service upon written notice, without further liability, except for payment for services properly rendered up to the effective date.

30. SUSPENSION AND TERMINATION

We may suspend or terminate all or part of the Services (or your access) if you breach these Terms, misuse the Services, engage in prohibited solicitation or conduct, fail to make required payments, or if required by law. You may terminate by stopping use and, where applicable, cancelling your membership or program per Section 12.

Upon termination, your right to access Services immediately ceases. You remain responsible for any outstanding payments owed to Keyspire, which become immediately due upon termination.

The following sections survive termination: Confidentiality (5), Intellectual Property (6), Non-Commercial Use (7), Securities Disclaimer (18), Business Dealings with Keyspire Representatives (19), Non-Disparagement (20), Disclaimers (23), Limitation of Liability (24), Indemnification (25), Dispute Resolution and Arbitration (26), Class Action Waiver (27), and Governing Law (28).

31. CHANGES TO THE SERVICES AND THESE TERMS

We may update the Services and these Terms from time to time. If we make material changes, we will provide notice by reasonable means (e.g., email or in-product notice). Changes apply prospectively. For auto-renewing Services, updated Terms will apply upon your next renewal after the effective date unless you accept them earlier.

We may modify, suspend, or discontinue any Service or feature at any time. Data stored on our systems (including community posts and uploads) may be removed or moved for operational, safety, or legal reasons. We do not assign any monetary value to such data and are not liable for its deletion or alteration. Nothing in this section limits your rights under our Privacy Policy or applicable law.

32. MISCELLANEOUS

Assignment

You may not assign these Terms without our written consent. We may assign to an affiliate or in connection with a merger, acquisition, or asset sale without notice.

Entire Agreement

These Terms plus any Product-Specific Terms, the Privacy Policy, the Website Terms of Use, and the AI Terms of Use (where applicable) are the entire agreement between you and Keyspire regarding the Services and supersede all prior or contemporaneous oral and written agreements. Any ambiguities shall not be construed against Keyspire as the drafting party.

Severability

If a provision is found invalid or unenforceable, it will be severed and the remainder remains in full force and effect.

No Waiver

Our failure to enforce a provision is not a waiver of our right to enforce it in the future. No waiver is effective unless made in writing and signed by an authorized representative of Keyspire.

Electronic Communications

By creating an account or purchasing any Service, you consent to receive communications from Keyspire electronically. Electronic communications satisfy any legal requirement that communications be in writing.

33. CONTACT US

Questions about these Terms? We're here to help.

Keyspire Group Inc.

260 Holiday Inn Drive, Unit 23, Building A

Cambridge, Ontario, Canada N3C 4E8

Email: [email protected]

Phone: 1-888-556-2244

Website: keyspire.com

APPENDIX A — PRODUCT-SPECIFIC TERMS (NON-EXHAUSTIVE EXAMPLES)

This appendix lists common topics that may appear in Product-Specific Terms and that supplement these Terms for the specific Service you purchase:

• Program start/end dates; session counts; attendance and rescheduling rules; expiry of unused sessions

• Required participation in prescribed events, workshops, or assignments to remain in good standing

• Detailed refund and cancellation windows and how to request them

• Community access rules and moderation standards

• Additional confidentiality or non-disclosure obligations

• Sponsor and guest participation rules and any restrictions on private dealings

• Any service-specific IP license scope and permitted uses

• AI Investor Assistant access terms and data consent (Accelerated Bundle clients)

If a Product-Specific Term conflicts with these Terms, the Product-Specific Term controls for that Service.