Master Services Agreement

Services are provided only as described in a signed engagement letter, order form, statement of work, proposal, quote, subscription confirmation, checkout confirmation, amendment, addendum, or other written or electronic ordering document accepted by Laya (each, an "Engagement Letter"). An Engagement Letter may identify the Client, taxpayer, covered entities, tax years, jurisdictions, filings, deliverables, service period, fees, payment schedule, included services, excluded services, professional service provider, and any engagement-specific terms.

Stripe, payment links, invoices, and other payment processor flows may be used to collect payment and may include an additional acknowledgement of this MSA, but they do not expand the scope of Services unless they expressly state that they are an Engagement Letter or amend an existing Engagement Letter.

The "Agreement" means this MSA, the applicable Engagement Letter, any exhibits, schedules, addenda, required tax authorizations, the Acceptable Use Policy, and the Privacy Policy, each as incorporated by reference. If there is a conflict, the following order of precedence applies:

1. signed government, tax, e-file, power-of-attorney, Section 7216, disclosure, consent, or similar authorization forms, but only for the subject matter of that authorization;
2. the applicable Engagement Letter and its exhibits or addenda;
3. this MSA;
4. the Acceptable Use Policy; and
5. the Privacy Policy.

"Services" means any accounting, bookkeeping, finance operations, tax, compliance, filing, advisory, implementation, reporting, technology-enabled, administrative, representation, project, subscription, add-on, transition, or related services described in an Engagement Letter or otherwise accepted by Laya in writing. The availability, name, packaging, and pricing of Services may change over time. The Engagement Letter, not this MSA, determines which Services are included for a specific Client.

Laya may perform any part of the Services through employees, contractors, affiliates, subcontractors, service providers, technology providers, tax professionals, electronic return originators, CPA firms, attorneys, enrolled agents, and other professional firms or individuals (collectively, "Professional Service Providers"). Laya will maintain written arrangements with Professional Service Providers requiring confidentiality and data security obligations appropriate for the Services they perform.

Laya remains responsible for coordinating Services under the Agreement, subject to the limitations and disclaimers in this MSA. Professional Service Providers may exercise independent professional judgment where required by law, professional standards, licensing obligations, or ethical rules.

Laya Group LLC is not a certified public accounting firm and does not provide CPA services directly. Any scoped Services that legally require a certified public accounting license, other than audit, attest, or assurance services excluded under Section 2.3, will be performed by SPA Associates LLC or another properly licensed CPA firm or professional designated in the applicable Engagement Letter or required authorization.

If Laya later obtains its own filing, tax, CPA, or other professional authorization, Laya may perform those Services directly to the extent legally permitted and described in the applicable Engagement Letter or authorization, but Laya will not provide audit, attest, or assurance services under this MSA.

Laya does not provide, and the Services never include, audit, attest, examination, compilation, review, assurance, certification, independent verification, or any report or opinion intended to be relied upon by a lender, investor, government agency, court, or other third party. No Engagement Letter, checkout flow, invoice, statement of work, or course of dealing will be interpreted to include those services.

We provide Services at the request of, and under the direction of, your management. Your management is responsible for all management decisions, internal controls, legal compliance, safeguarding assets, adopting policies, accepting or rejecting recommendations, and implementing any decisions based on the Services.

We may rely on instructions, approvals, records, representations, assumptions, and information provided by you or on your behalf. We are not required to verify or independently investigate such information unless an Engagement Letter expressly requires that work.

If an Engagement Letter includes tax preparation, tax compliance, filing, sales tax, information return, owner return, notice response, representation, or similar services (collectively, "Tax Services"), those Tax Services may be prepared, reviewed, signed, electronically transmitted, filed, or supported by Laya, SPA Associates LLC, or another authorized Professional Service Provider, in each case only to the extent legally permitted and described in the applicable Engagement Letter, e-file authorization, power of attorney, or other required authorization.

The Engagement Letter determines which returns, forms, tax years, entities, owners, jurisdictions, notices, agencies, and related tasks are included. Tax Services do not include filings, jurisdictions, years, owners, entities, tax positions, credits, elections, representation, audit defense, or advisory work that are not expressly included in the Engagement Letter or accepted by Laya in writing.

Tax law may be unclear or subject to different interpretations. Laya and the applicable Professional Service Provider may use professional judgment in evaluating tax positions, elections, disclosures, and filing approaches. As a condition of receiving Tax Services, you agree to cooperate with reasonable requests regarding disclosure of return positions, documentation, signatures, and approvals.

You have final responsibility for the accuracy and completeness of your tax returns, filings, and tax payments. We will not file a return that requires your approval until you have provided the required written or electronic approval and any required e-file authorization.

You authorize Laya and the applicable Professional Service Provider to use information, credentials, tax software, e-file systems, payment systems, and government portals as reasonably necessary to perform scoped Tax Services. This MSA does not replace any legally required tax authorization, e-file authorization, taxpayer signature, power of attorney, disclosure authorization, state authorization, or similar form. You agree to timely sign and provide all such authorizations when requested.

You remain responsible for ensuring that sufficient funds are available and that tax payments are made on time. We are not responsible for penalties, interest, or other charges caused by your late, incomplete, inaccurate, or missing information, approval, authorization, signature, payment, or funding.

Representation before the IRS, state taxing authorities, local taxing authorities, regulators, or other government bodies is included only if expressly stated in the Engagement Letter or separately accepted by Laya in writing. Any such representation will be provided only by individuals or firms legally authorized for the applicable matter and only after you sign any required power of attorney, disclosure authorization, or similar form.

"Client Data" means data, records, documents, credentials, information, content, tax return information, personal information, financial records, transaction data, payroll data, entity information, ownership information, and other materials that you provide to us, authorize us to access, or that we collect, receive, generate, or process in connection with the Services.

You authorize Laya and its Professional Service Providers to collect, access, use, disclose, transfer, store, and process Client Data as reasonably necessary to provide, administer, secure, improve, and support the Services, including sharing Client Data among Laya, SPA Associates LLC, other Professional Service Providers, software providers, hosting providers, payment processors, and government filing systems as needed for the scoped Services.

We may use aggregated, de-identified, or anonymized data for benchmarking, analytics, product improvement, and service development, provided the data does not reasonably identify you, your owners, your employees, your vendors, your customers, or your business.

Some Client Data may be "tax return information" under federal or state law. Federal law, including 26 U.S.C. Section 7216 and Treas. Reg. Section 301.7216, may restrict a tax return preparer from disclosing or using tax return information except as authorized by law or by the taxpayer's knowing and voluntary consent. This MSA does not, by itself, replace any Section 7216 consent or other separate consent that is legally required.

Where Section 7216, Treasury regulations, IRS guidance, state law, or another tax rule requires a separate disclosure consent, use consent, offshore disclosure consent, e-file authorization, power of attorney, or similar authorization, that consent or authorization must be provided in the Engagement Letter, a standalone exhibit, a government form, or a separate written or electronic consent screen that satisfies the applicable requirements. Those documents may identify the taxpayer, the tax return information covered, recipient(s), purpose, duration, mandatory notices, and affirmative signature or electronic signature requirements.

Laya, SPA Associates LLC, and other Professional Service Providers may disclose or use tax return information without a separate consent only to the extent permitted by applicable tax law, including for tax return preparation, filing, auxiliary services, quality or conflict checks, administration, or other legally permitted purposes. For any disclosure or use that requires separate consent, the more specific consent controls over this MSA. If required consent is not provided or is revoked, Laya may be unable to provide some or all affected Tax Services and may modify, suspend, or terminate those Services.

If tax return information, including personally identifiable information such as a Social Security Number, will be disclosed to a tax return preparer located outside the United States, Laya or the applicable Professional Service Provider will obtain any required offshore disclosure consent and will require applicable data protection safeguards before making the disclosure.

Laya will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data. We may retain Client Data as needed to provide Services, comply with legal, professional, tax, e-file, recordkeeping, and audit obligations, resolve disputes, enforce agreements, support business continuity, and protect against fraud or security incidents.

Laya may provide or use websites, portals, dashboards, forms, software, automations, artificial intelligence, integrations, checklists, workflows, and other tools to deliver Services (collectively, the "Platform"). Human professionals review and are accountable for deliverables, but we do not guarantee that automated systems are error-free.

The Services may depend on third-party software, financial institutions, payroll providers, accounting systems, payment processors, government portals, tax software, communication tools, or other services ("Third-Party Services"). You are responsible for maintaining required accounts, subscriptions, permissions, credentials, and accurate access. We do not control and are not responsible for Third-Party Services.

If you provide credentials, API access, administrator permissions, tax portal access, bank access, software access, or similar authority, you authorize Laya and its Professional Service Providers to use that access to perform the Services. You represent that you have authority to provide such access. We will use credentials only as authorized by the Agreement or your instructions.

Fees, billing frequency, taxes, term, renewal, cancellation, and payment details are set forth in the applicable Engagement Letter, invoice, or payment processor flow. Unless the Engagement Letter states otherwise, fees are exclusive of taxes and are non-refundable once paid, except where Laya terminates Services without cause and a prorated refund is expressly required by the Engagement Letter.

You authorize Laya, Stripe, and any other payment processor or bank we use to charge, debit, or initiate payment entries to your payment method for amounts due under the Agreement, and to correct payment errors. You represent that you have authority to authorize the payment method and that the payment method is not primarily used for personal, family, or household purposes unless the Engagement Letter expressly covers individual services.

If your business facts, volume, complexity, entities, jurisdictions, software, data quality, requested services, or deadlines materially differ from the assumptions used to price the Services, Laya may propose revised scope, timing, pricing, or staffing. Laya is not required to perform out-of-scope work unless accepted in writing.

Each party will use the other party's confidential information only to exercise rights and perform obligations under the Agreement, and will use reasonable care to protect such confidential information from unauthorized disclosure. Client Data is your confidential information. Laya's pricing, methods, workflows, templates, software, playbooks, business strategy, and non-public product information are Laya's confidential information.

A party may disclose confidential information to personnel, Professional Service Providers, advisors, attorneys, accountants, auditors, insurers, regulators, government agencies, and courts when reasonably necessary to perform or enforce the Agreement, comply with law, respond to legal process, or protect legal rights, subject to applicable confidentiality, privilege, and notice requirements.

You retain ownership of Client Data. Laya retains ownership of the Platform, software, templates, workflows, methodologies, know-how, documentation, automations, and other materials developed by or for Laya. Subject to your payment obligations, you may use final deliverables prepared for you for your internal business purposes, except as restricted by the Engagement Letter, professional standards, or applicable law.

This MSA begins when you first accept it or sign an Engagement Letter that incorporates it, and continues until all Engagement Letters have expired or been terminated and all surviving obligations are satisfied.

Either party may terminate an Engagement Letter as stated in that Engagement Letter. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice. Laya may suspend or terminate Services immediately for nonpayment, unlawful instructions, missing cooperation, professional conflict, independence issue, licensing issue, unacceptable risk, abusive conduct, or if continuing the engagement would violate law, professional standards, or a Professional Service Provider's obligations.

Upon termination, Laya will stop providing the affected Services, and you remain responsible for accrued fees, out-of-scope fees, taxes, government obligations, filing deadlines, payments, penalties, and interest. At your request and subject to payment of outstanding fees, we will provide commercially reasonable transition assistance at our then-current rates unless the Engagement Letter states otherwise.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAYA'S, SPA ASSOCIATES LLC'S, AND ALL PROFESSIONAL SERVICE PROVIDERS' CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICES WILL NOT EXCEED THE FEES PAID BY CLIENT TO LAYA FOR THE AFFECTED SERVICES UNDER THE APPLICABLE ENGAGEMENT LETTER DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAYA, SPA ASSOCIATES LLC, AND PROFESSIONAL SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE; COST OF SUBSTITUTE SERVICES; OR THIRD-PARTY CLAIMS AGAINST CLIENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY.

Any dispute, controversy, or claim arising out of or relating to the Agreement or Services will be finally settled by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules by a single arbitrator. The seat of arbitration will be New York, New York, and the language will be English.

Class action waiver: You and Laya agree that each party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective, representative, or private attorney general proceeding.

30-day opt-out: You may opt out of this arbitration provision by sending written notice within thirty (30) days after the effective date of your first Engagement Letter to contact@withlaya.com. If you opt out, disputes will be resolved in the courts specified in Section 9.3.

The Agreement and all claims arising out of or relating to the relationship between the parties are governed by the laws of the State of New York, without regard to conflict-of-law principles. To the extent litigation is permitted, each party consents to exclusive jurisdiction and venue in the state and federal courts located in New York County, New York.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICES.

You agree to indemnify, defend, and hold harmless Laya, SPA Associates LLC, Professional Service Providers, and their respective officers, directors, members, managers, employees, contractors, affiliates, and agents from claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, arising from your breach of the Agreement, your unlawful instructions, your inaccurate or incomplete information, your failure to timely cooperate or pay amounts due, your use of deliverables, or third-party claims relating to your business, taxes, records, decisions, or obligations.

SPA Associates LLC and other Professional Service Providers are intended third-party beneficiaries of the Agreement's confidentiality, data, limitation of liability, indemnity, payment, dispute, and professional-provider provisions, and may enforce those provisions directly to the extent they relate to Services they perform or support.

The parties are independent contractors. The Agreement does not create a partnership, joint venture, employment, agency, fiduciary, officer, director, broker, investment adviser, attorney-client, or trustee relationship unless a separate written agreement expressly creates that relationship.

You may not assign the Agreement without Laya's prior written consent. Laya may assign the Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, change in control, or to an affiliate or successor.

Laya may update this MSA from time to time by posting updated terms at this URL. Material changes will be communicated to active Clients in advance where required. Continued use of Services after notice of updated terms constitutes acceptance of those terms. Changes to the scope, fees, or term of a specific Engagement Letter require an Engagement Letter, amendment, or other written or electronic acceptance by the parties.

Notices must be in writing and sent to the contact information in the applicable Engagement Letter or, for notices to Laya, to contact@withlaya.com. Notices are deemed given when delivered personally, sent by confirmed email, or sent by nationally recognized overnight courier.

If any provision is unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond reasonable control, including natural disasters, acts of government, internet or utility failures, labor disputes, provider outages, pandemics, war, terrorism, or civil unrest.