Finance Operations Service Terms

Our finance operations Services provide a solution for bookkeeping, financial organization, monthly close, and financial reporting for business customers. We maintain your accounting books based on information provided by you or at your direction. Unless we expressly agree otherwise, our Services and any related communications with us are not a substitute for, and do not include, legal, regulatory, tax, financial, real estate, or healthcare advice.

We use Intuit Inc.'s QuickBooks Online ("QBO") to provide certain finance operations Services. If you do not already have a QBO account, you authorize us to create one for you. Your and our use of QBO will be governed by Intuit Inc.'s Terms of Service and Privacy Statement, and by authorizing us to create an account for you, you agree to Intuit Inc.'s Terms of Service.

You agree that we will be your sole bookkeeper and that, in performing finance operations Services, we must use, record, classify, and reconcile your financial transactions and other data to prepare your books. This arrangement is standard in the bookkeeping industry and enables us to efficiently provide our Services.

Depending upon the Services we provide, we may have to:

1. import transactions to your books in order to reconcile your bank accounts;
2. categorize transactions in your books to expense accounts and balance sheet accounts;
3. sync your payroll data via an integration or otherwise; and/or
4. perform other data processing tasks necessary for the monthly close.

Once we have performed such tasks, any modifications made by you or on your behalf (for example, by another third-party service provider) to your books may require us to re-perform such Services in order to resolve any resulting inconsistencies or inaccuracies. If you engage another third-party service provider to make changes to your books, or you otherwise make changes to your books directly while you have engaged us to provide finance operations Services, the following remedies shall be available to us, at our option and in addition to any rights provided by contract, law, or in equity:

1. we may delay deliverables that are on a deadline;
2. we may charge our standard hourly fees for the additional work required to remediate the situation; and/or
3. we may terminate your subscription at any time upon written notice without a refund of prepaid fees for unelapsed months of any Services.

For the avoidance of doubt, this Section 1.3 does not prevent you from managing accounts payable and/or accounts receivable in QuickBooks, and/or processing payroll through QuickBooks or your payroll provider.

Laya maintains your accounting books in QuickBooks Online (or such other accounting system as mutually agreed) based on information provided by you or at your direction. Standard finance operations Services include:

1. Transaction importing and categorization: Importing transactions from connected bank accounts, credit cards, and other financial accounts into your accounting system and categorizing them to the appropriate expense, revenue, and balance sheet accounts.
2. Bank and credit card reconciliation: Reconciling your bank and credit card accounts on a monthly basis against your accounting records.
3. Payroll data synchronization: Syncing payroll data from your payroll provider (e.g., Gusto, Rippling, ADP) into your accounting system via integration or manual entry.
4. Monthly close: Performing a monthly close of your books, including adjusting journal entries, accruals, and prepaid expense amortization as appropriate for your business.
5. Standard financial reporting: Delivering standard monthly financial reports, which may include a profit and loss statement, balance sheet, and cash flow summary.
6. Year-end bookkeeping activities: If your subscription is active during the quarter following your fiscal year-end, performing year-end adjustments, 1099 preparation support, and other closing activities as part of your subscription.

The specific deliverables, close cadence, and service level commitments for your subscription are set forth in your Order Form.

The following services are not included in standard finance operations Services unless expressly included on your Order Form or separately agreed to in writing:

1. Audit, attest, examination, review, or compilation services;
2. Legal or regulatory advice of any kind;
3. Tax planning, tax advisory, or tax consulting services (separate from tax compliance, which may be subscribed to on the Order Form);
4. Multi-currency accounting or foreign currency translation;
5. Multi-entity consolidation;
6. Accounts payable execution (e.g., paying your vendors on your behalf);
7. Accounts receivable collections (e.g., collecting payments from your customers on your behalf);
8. Payroll processing, HR administration, or benefits management (unless separately scoped);
9. Sales or use tax preparation, filing, or remittance (unless separately scoped);
10. Commerce Department reports, surveys, or other non-tax government filings;
11. Crypto asset verification, valuation, or accounting;
12. Representation before taxing authorities, regulatory bodies, or in litigation;
13. Inventory accounting or cost accounting beyond standard categorization;
14. Grant management or fund accounting;
15. Financial statement preparation in accordance with GAAP, IFRS, or any other formal accounting standard; or
16. Any other services not expressly described in your Order Form.

We may be able to assist you with some of the above items upon written request, subject to our acceptance and additional fees.

You agree to:

1. Provide complete, accurate, and timely financial and business data as required for the finance operations Services;
2. Maintain active access to your accounting system (QuickBooks Online), payroll provider, expense management tools, banking institutions, and other Third-Party Services required for the provision of finance operations 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 (including financial reports) and notify us of any errors, omissions, or concerns within a reasonable timeframe; and
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 finance operations Services.

You agree not to make changes to your accounting records or engage a third party to make changes to your accounting records without prior coordination with us. Failure to comply with this requirement may result in the remedies described in Section 1.3 of these Finance Operations Terms.

You agree to comply with the terms of your agreements with all Third-Party Services used in connection with finance operations Services, including QuickBooks Online, your payroll provider, and banking institutions.

If you are a finance operations Services customer for the quarter following your fiscal year-end (i.e., your subscription has not been terminated during such period), we may need to perform certain year-end bookkeeping activities at that time as part of your subscription. If you are not a finance operations Services customer for the quarter following your fiscal year-end, we will not perform year-end bookkeeping activities and will not bear responsibility or liability with respect to any failure to perform such activities on your behalf.

If your subscription to finance operations Services is terminated or expires before your fiscal year-end close activities are completed, we will not perform year-end bookkeeping activities and will not bear responsibility or liability with respect to any failure to perform year-end bookkeeping activities on your behalf.

These Finance Operations Terms incorporate by reference the following sections of the MSA, which apply to these Finance Operations Terms as if fully set forth herein (with references to "Services" deemed to include finance operations 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 Finance Operations Terms and the MSA in a different manner, the defined term in these Finance Operations Terms shall apply.

The Agreement (consisting of these Finance Operations 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 finance operations Services.