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Laya

Acceptable Use Policy

Last Updated: February 10, 2026

Capitalized terms used in this Acceptable Use Policy (this “Policy”) have the meanings given to them in the Laya Group LLC Master Services Agreement (the “MSA”) or the applicable Order Form, unless otherwise defined herein.

This Policy is incorporated into the Agreement by reference and applies to all Clients and Users of the Services and Platform, regardless of the Service Tier selected on the Order Form.

1. Prohibited Uses

You agree not to misuse the Services or the Platform or help anyone else to do so. You must not do (or attempt to do) any of the following in connection with the Services:

  1. Use the Services to violate any law, statute, ordinance, or regulation (including those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising), including but not limited to transactions relating to counterfeit goods, stolen goods, illegal or controlled substances, substances that pose a risk to consumer safety, illegal online gambling or wagering, escort services, pyramid schemes, the unlicensed sale of firearms, or any type of money laundering;
  2. Process false, inaccurate, or fraudulent transactions or provide false, inaccurate, or misleading information to us;
  3. Probe, scan, or test the vulnerability of any Laya system, network, or security measure;
  4. Breach or otherwise circumvent any security or authentication measures;
  5. Use the Services for personal, family, or household purposes;
  6. Transmit, store, or process protected health information subject to HIPAA through Laya's systems;
  7. Abuse referrals, promotions, or free trial offers;
  8. Sell, resell, or sublicense the Services or Platform unless specifically authorized to do so;
  9. Harass, abuse, threaten, or discriminate against Laya personnel or representatives;
  10. Misrepresent our personnel, or request our personnel to act, as your employee, officer, signatory, agent, or fiduciary;
  11. Access, tamper with, or use non-public areas or parts of the Platform, or shared areas of the Platform you have not been invited to;
  12. Provide the Platform to any third party other than your authorized Users, or use the Platform as a service bureau;
  13. Derive the source code of, reverse-engineer, decompile, disassemble, or use tools to observe the internal operation of the Platform;
  14. Copy, modify, or make derivative works of the Platform;
  15. Frame or mirror the Services, the Platform, or any part thereof;
  16. Use the Platform to send spam, duplicative, or unsolicited messages in violation of applicable laws;
  17. Use the Platform to send or store material that violates the rights of a third party;
  18. Use the Platform to send or store material containing viruses, worms, Trojan horses, or other harmful computer code; or
  19. Use the Services or Platform for any other illegal or unlawful purpose.

You may not knowingly facilitate or aid a third party in any of the foregoing activities.

2. Client Responsibilities

2.1 Information and Cooperation

You agree to:

  1. Provide complete, accurate, and timely financial and business data as required for the Services;
  2. Maintain active access to your accounting system (if applicable), payroll provider, expense management tools, banking institutions, and other Third-Party Services required for the provision of Services;
  3. Respond to our inquiries and requests for information within a reasonable timeframe, and in any event within the timeframes specified in your Order Form;
  4. Review deliverables and notify us of any errors, omissions, or concerns within a reasonable timeframe;
  5. Notify us promptly of material changes to your business operations, including new entities, new states of operation, new employee types, new vendor or contractor relationships, changes in ownership, or any other changes that may affect the scope of Services; and
  6. Comply with the terms of your agreements with all Third-Party Services used in connection with the Services.

2.2 System Access

You agree to provide us with sufficient system access to perform the Services, including login credentials (subject to the terms of Section 2.6 of the MSA), API integrations, and any other access required. If access is revoked, restricted, or otherwise becomes unavailable, we may be unable to perform certain Services and will not be liable for resulting delays or non-performance.

3. Changes to This Policy

We reserve the right to modify this Policy at any time. Material changes will be communicated to you in writing (including by email or through the Platform) at least thirty (30) days before they take effect. Your continued use of the Services following notice of changes constitutes your acceptance of the updated Policy.