Tax Compliance Service Terms

Tax compliance Services are performed by the designated Service Provider identified on your Order Form (the “Tax Service Provider”). The Tax Service Provider is a licensed CPA firm that reviews, approves, signs, and files tax returns as preparer-of-record. Laya coordinates the preparation workflow, prepares workpapers and draft return inputs, and delivers returns to you through its platform.

We may perform any or all of our obligations under these Tax Terms through the Tax Service Provider, the Tax Service Provider’s affiliates, and their subcontractors, some of which may be located outside of the United States. In such event, we will remain liable to you for any nonperformance of the Agreement caused by an act or omission of the applicable Tax Service Provider.

We will maintain written agreements with the Tax Service Provider at all relevant times requiring the Tax Service Provider (including its affiliates, as applicable) to comply with confidentiality obligations protective of all Client Data substantially similar to those contained in the Agreement.

The Tax Service Provider exercises independent professional judgment on all tax positions, elections, and return disclosures. The Tax Service Provider and Laya must use judgment in resolving questions where the tax law is unclear, or where there may be conflicts between the taxing authorities’ interpretations of the law and other supportable positions. The Tax Service Provider may apply the “more likely than not” reliance standard when communicating positions to you to resolve such issues in order to avoid penalties that might be assessed against the Tax Service Provider as a return preparer.

As a condition of receiving tax compliance Services, you agree to honor our reasonable directions and those of the Tax Service Provider regarding disclosure of return positions to avoid or mitigate penalties.

The Tax Service Provider signs and files returns as preparer-of-record. The Tax Service Provider’s name, Preparer Tax Identification Number (PTIN), and firm information will appear in the “Paid Preparer” section of filed returns.

If you purchase tax preparation services (as reflected on your Order Form), we expect to perform the following services (the “Tax Preparation Services”):

1. Prepare the federal, state(s), and local income tax returns with supporting schedules as specified on the Order Form, based on financial statements and information that accurately represent the financial activity of your business as provided by you.
2. File extensions for applicable tax returns where necessary or prudent.
3. E-file all prepared returns through authorized electronic filing systems. You acknowledge that federal and applicable state law may require electronic filing, and you consent to such electronic filing.

Any additional tax returns or other government filings not included in the Order Form must be requested in writing by you, and accepted in writing by us, and will then be subject to the terms and conditions of the Agreement. Additional fees will apply as set forth on the Order Form or as otherwise agreed in writing.

If your Order Form includes the Peak service tier, the following supplementary services are included in addition to the Tax Preparation Services described in Section 3.1:

1. Quarterly estimated tax payment calculations. Calculation of quarterly estimated income tax payments based on year-to-date financial data, delivered within fifteen (15) business days following each fiscal quarter-end. These calculations are mechanical in nature and do not constitute tax planning, tax advisory, or tax consulting services.
2. Multi-state income tax return preparation. Preparation and filing of income tax returns in the states expressly listed on the Order Form. Additional states not listed on the Order Form are subject to Section 6.2 (Additional Fees). For the avoidance of doubt, this does not include determining your filing requirements or nexus in any taxing jurisdiction, which remains excluded under Section 3.2(b).

If you also subscribe to finance operations Services, Laya will structure your monthly bookkeeping close to facilitate efficient tax return preparation. This coordination is a feature of the finance operations Services and does not constitute tax planning, tax advisory, or tax consulting services within the meaning of Section 3.2(c).

Except as specifically provided in an Order Form, the tax compliance Services do not include:

1. Any returns other than income tax returns (including, without limitation, sales or use tax returns, payroll tax returns, or information returns);
2. Determining your filing requirements or nexus in any particular taxing jurisdiction;
3. Tax planning, tax advisory, or tax consulting services;
4. Personal income tax returns of owners, partners, shareholders, or their family members;
5. Representation before the Internal Revenue Service, state taxing authorities, or any other governmental body (which requires a separate engagement);
6. Audit defense or examination support;
7. FBAR (FinCEN Form 114), Form 5472, Form 3115, or other specialized forms unless specifically listed on the Order Form;
8. International tax compliance beyond those forms expressly listed on the Order Form;
9. Commerce Department reports, surveys, or other non-tax government filings; or
10. Verification of any amounts or values related to crypto assets or transactions provided by you.

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

In the course of the tax compliance Services, it may come to your or our attention that you may need to file tax returns in one or more additional jurisdictions, including foreign jurisdictions. While we will advise you if this comes to our attention, you remain solely responsible for identifying all filings for which you are seeking tax compliance Services, including any liability and additional expenses resulting from choosing not to prepare and file any tax returns, tax forms, and/or supporting schedules (whether recommended by us or not).

You must inform us of any new or expanded activities that could trigger filing requirements in additional state(s) or country(ies), such as:

1. The acquisition of property in a new state or country;
2. The hiring of employees or use of independent contractors in a new state or country;
3. Activities of a partnership, LLC, trust, or other pass-through entity in which you are an owner or beneficiary that may trigger additional state and/or foreign tax filings; or
4. The acquisition of an interest in a new pass-through entity over the past year.

Please note there are substantial governmental penalties and personal liability for noncompliance with filing requirements.

Your management is responsible for ensuring proper recording of transactions in the accounts, safeguarding assets, and the substantial accuracy of the financial records. You agree to provide complete, accurate, and timely financial and business information necessary for the preparation of your tax returns. We may rely on the information you provide without independent verification.

Because you have final responsibility for the tax returns, you should review them carefully before they are filed. We will provide draft returns to you for review and will not file returns until you have provided written approval (which may be provided electronically). Your approval constitutes your representation that the information on the returns is accurate and complete to the best of your knowledge.

If you owe any taxes as determined by the tax compliance Services, you authorize us or the Tax Service Provider to submit tax payment information via the payment method designated by you and made available to us for tax payments. We may contact you for additional authorization above certain amounts. You remain solely responsible for ensuring that sufficient funds are available and that all tax payments are made on time. We are not responsible for interest, penalties, or other charges resulting from late payments.

You must provide all requested information and respond to inquiries in a timely manner. Late or insufficient information may cause delay in the preparation and filing of your tax returns, inability to file by applicable deadlines, or increase in fees. Penalties, interest, or other charges resulting from your failure to timely provide information, sign e-file authorization forms, or make necessary payments are your responsibility.

U.S. citizens, residents, and certain nonresidents who have a financial interest in or signature or other authority over any “financial accounts” in a foreign country are required to make separate filings if the aggregate value of these accounts exceeds $10,000 at any time during the year. Filing requirements also apply to those with direct or indirect control over a foreign or domestic entity with foreign financial accounts, even if the taxpayer does not have foreign financial accounts of its own. You are responsible for identifying the need for these filings. We are able to assist you in the preparation of these filings upon your request, subject to additional fees. Please note there are substantial IRS and other governmental penalties for noncompliance.

Our fees for tax compliance Services are as set forth in the Order Form. The subscription to tax compliance Services includes the preparation and filing of the returns specified on the Order Form.

If you notify us in writing that there are additional state income tax returns, foreign shareholders owning greater than 25%, foreign financial accounts, changes in accounting methods, or other items not included in the original scope, additional fees will apply. We will notify you of the estimated additional fees before commencing work. If you do not object within two (2) business days of notification, you will be deemed to have accepted the additional scope and fees.

Payment for tax compliance Services is collected by Laya Group LLC as part of your overall subscription, pursuant to the payment terms set forth in the MSA and Order Form.

LAYA’S (INCLUDING ITS AFFILIATES’) AND THE TAX SERVICE PROVIDER’S CUMULATIVE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING IN ANY MANNER TO THE TAX COMPLIANCE SERVICES OR THESE TAX TERMS SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE TAX COMPLIANCE SERVICES GIVING RISE TO LIABILITY. LAYA (INCLUDING ITS AFFILIATES) AND THE TAX SERVICE PROVIDER ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (B) DAMAGES RELATING TO LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS. THE ABOVE LIMITATIONS APPLY EVEN IF LAYA (INCLUDING ITS AFFILIATES) OR THE TAX SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You agree to indemnify, defend, and hold harmless Laya, the Tax Service Provider, and each of their respective officers, directors, employees, contractors, affiliates, and agents from and against any and all liabilities, damages, expenses (including reasonable attorneys’ fees and costs), costs, and/or losses incurred in connection with:

1. any financial liability for penalties or interest resulting from misinformation or misdirection originating from you, or your failure to timely provide required information, sign e-file authorization forms, or make necessary payments;
2. any third-party claims or other legal or regulatory action or proceeding involving or relating to the tax compliance Services or these Tax Terms; or
3. any action or proceeding in which Laya or the Tax Service Provider is not a party — you shall indemnify and hold harmless Laya, the Tax Service Provider, and their respective officers, directors, employees, affiliates, and agents for all costs and expenses (including reasonable attorneys’ fees and costs) associated with providing testimony, documents, or information relating to the tax compliance Services.

The Tax Service Provider and its affiliates are third-party beneficiaries of these Tax Terms and the applicable provisions of the MSA, including the limitation of liability and indemnification provisions. The Tax Service Provider may enforce such provisions directly against Client.

You retain the right to terminate the tax compliance Services upon written notice to us at any time. We retain the right to resign from providing tax compliance Services at any time upon written notice to you. If we resign, we will provide you with a refund of any amount prepaid for tax compliance Services that have not yet been rendered.

Upon termination of tax compliance Services:

1. We will complete preparation of any returns that are substantially in progress, unless you instruct us otherwise;
2. We will provide you with copies of any draft returns and workpapers prepared to date;
3. The Tax Service Provider’s record retention obligations in Section 5 will survive termination; and
4. You will be responsible for engaging an alternative tax preparer and for all filing obligations going forward.

We provide tax compliance Services on a tax year subscription basis, and aligning the term of such services with your tax year leads to operational efficiency. Therefore, if the start date of your subscription to tax compliance Services differs from the start date of your most recent tax year, you authorize us to adjust the start date of your subscription to align it to the start date of your tax year, with a corresponding adjustment of billing dates.

These Tax Terms incorporate by reference the following sections of the MSA, which apply to these Tax Terms as if fully set forth herein (with references to “Services” deemed to include tax compliance Services):

• 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 2.3 (Data Use)
• Section 2.4 (Intellectual Property Rights)
• Section 2.8 (Feedback)
• Section 4 (Fees and Payment)
• Section 7 (Dispute Resolution)
• Section 8 (General Provisions)

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

The Agreement (consisting of these Tax 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 tax compliance Services.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TAX TERMS, THE TAX COMPLIANCE SERVICES, OR ANY RELATED MATTER.