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Laya

Advisory Service Terms

Last Updated: February 10, 2026

These Advisory Service Terms ("Advisory Terms") apply to advisory and CFO-lite Services subscribed to on your Order Form and are incorporated into your Agreement with Laya Group LLC ("Laya," "we," "us," or "our"). These Advisory Terms operate in addition to the terms of the Master Services Agreement (the "MSA"). If there is an express conflict between these Advisory Terms and the MSA, these Advisory Terms control. Terms defined in the MSA and used in these Advisory Terms without definition have the meaning given to them in the MSA.

1. ADVISORY SERVICES — SCOPE

1.1 What Is Included

Laya provides strategic financial consulting to help you manage and grow your business. Deliverables depend on your needs, requests, and the number of hours purchased. Advisory Services may include:

  1. Discussing monthly financials from a finance and strategy perspective;
  2. Generating management reports (e.g., monthly or quarterly budget vs. actuals);
  3. Monitoring financials and providing insights on trends, metrics, and KPIs;
  4. Assessing financial health (capital, cash) and advising on maximizing runway;
  5. Reviewing and commenting on board decks;
  6. Building financial models and budgets from inputs provided by you;
  7. Providing ongoing support for models built by us;
  8. Helping prepare materials for equity financings or other transactions;
  9. Providing market analysis and supporting strategic negotiations; and
  10. Other mutually agreed advisory tasks within prepaid hours.

1.2 What Advisory Services Are Not

Advisory Services (including any communications with our personnel in connection with those Services) are not a substitute for, and do not include:

  1. Legal, regulatory, tax, real estate, healthcare, or investment advice;
  2. Independent valuations or appraisals;
  3. Acting as a broker-dealer, finder, or investment adviser;
  4. Acting as a benefits or insurance broker;
  5. Tax advice or tax return preparation (which may be purchased separately);
  6. Legal, tax, or regulatory advice related to employment, payroll, employee benefits, or entity structuring;
  7. Determining employee classifications or making hiring, termination, or disciplinary decisions;
  8. Drafting HR policies, handbooks, or employment-related documents;
  9. Collections of unpaid accounts receivable; or
  10. Serving as a signatory, officer, director, or fiduciary of your company.

2. INDEPENDENT CONSULTANTS

We and our personnel are independent consultants and do not have fiduciary duties to you or your business in the way an officer or other fiduciary of your company would. You agree not to misidentify or misclassify us or our personnel to any third party as your "CFO," "Chief Financial Officer," or any other title implying an officer position. We will not act as a signatory for your company.

In providing advisory Services, we act at your management's direction, and all deliverables are intended solely for your management and not for any third party. While we may suggest one or more courses of action, it is the responsibility of your management to determine the appropriate course of action in their business judgment, and we will not have responsibility for the business decisions made by you or for any business outcome.

3. PREPAID HOURS AND OVERAGES

Subscribed and unused advisory hours in a billing period expire and cannot roll over to subsequent periods. If your usage significantly exceeds prepaid hours, we may limit overages to manage availability for all clients. We will notify you before your prepaid hours are exhausted and before incurring overage charges at the rate specified on your Order Form.

4. CLIENT RESPONSIBILITIES

You agree to:

  1. Provide complete, accurate, and timely financial and business data as required for the advisory Services;
  2. Respond to our inquiries and requests for information within a reasonable timeframe;
  3. Review deliverables and notify us of any errors, omissions, or concerns within a reasonable timeframe; and
  4. Notify us promptly of material changes to your business operations that may affect the scope or relevance of advisory Services.

5. GENERAL

5.1 Incorporation of MSA Provisions

These Advisory Terms incorporate by reference the following sections of the MSA, which apply to these Advisory Terms as if fully set forth herein (with references to "Services" deemed to include advisory Services):

  • Section 1.2 (Not a Certified Public Accounting Firm)
  • Section 1.3 (Services Provided at the Direction of Your Management)
  • Section 1.4 (Client Information Obligations)
  • Section 1.5 (Service Providers and Subcontractors)
  • Section 1.6 (Consent to Offshore Data Processing)
  • Section 1.7 (AI and Automation)
  • Section 1.8 (Modifications to Services)
  • Section 2 (Technology and Data)
  • Section 3 (Confidentiality)
  • Section 4 (Fees and Payment)
  • Section 5 (Term and Termination)
  • Section 6 (Limitation of Liability and Indemnification)
  • Section 7 (Dispute Resolution)
  • Section 8 (General Provisions)

If the same term is defined in these Advisory Terms and the MSA in a different manner, the defined term in these Advisory Terms shall apply.

5.2 Entire Agreement

The Agreement (consisting of these Advisory Terms, the MSA, the Order Form, and any other supplemental terms incorporated by reference) constitutes the entire agreement between you and us with respect to the advisory Services.