Last Updated 9/01/2023

You are entering into an agreement with Taxley, LLC dba The Taxley Academy by purchasing access to the Workforce Accelerator Initiative (referred to below as the “Program”) from Taxley, LLC. (“Taxley,” “Company,” “Academy,” ” “we,” “our,”or “us”).

Access to this Program is non-transferable.

By purchasing access to the Program, you and the Company hereby agree to:

• These Workforce Accelerator terms
• Our Terms of Apprenticeship, as applicable: https://taxley.com/terms-policies/apprenticeship
• Our Terms of Training, as applicable: https://taxley.com/terms-policies/academy
• Our Terms of Use and Privacy Policy: https://taxley.com/terms-policies

(collectively, this “Agreement”) following legal terms and conditions that govern your use of the Program and that form a legal agreement between you and the Company. In the event of any conflict between these Terms of the Workforce Accelerator and the Terms of Use or Privacy Policy, these Terms of the Workforce Accelerator shall control.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

SCOPE OF PROGRAM
The Program includes two phases:

Phase 1: Includes up to 60-days of consulting services focused on positioning your firm to be marketable to current and prospective tax associates.

Phase 2: Includes employee access to our Level 1 and/or Level 2 career training, your access to our exclusive career portal with access to recruit prospective employees, and access to participate in our apprenticeship program.

On-going support is also available.

Details of our current Workforce Accelerator services and perks can be found at https://taxley.com/employers.

Access to Phase 2, requires the successful completion of Phase 1, at Taxley’s discretion.

In addition to dedicated consultant support, Phase 1 and Phase 2 provides you with access to on-demand content and materials, and other information, including materials furnished by third parties, and materials furnished by the Company (collectively, “Content”). You’ll also have access to a website to manage employee progress throughout training, manage apprentice activities, and to manage your employer account and communications with the Taxley Team throughout the Program (the “Site”).

The Program includes access for one entity and up to two points of contact. Additional points of contact many be requested, additional fees may be required. Upon registration, you will receive one employer profile to use during the Program.

If you are an organization supporting multiple entities, each entity will need to have a separate Program registration.

PAYMENT POLICY
You are required to provide us with a valid payment method and pay all payments in full (including all applicable sales and other taxes or fees), unless agreed otherwise in writing. You are responsible to pay for the Program in Phases:

Phase 1: Requires a one-time investment and, if applicable, on-going consulting fees if Phase 1 requires more than our standard 60-day completion time frame.

Phase 2: Requires an investment per apprentice and/or per trainee. The investment covers the cost of Taxley’s Level 1 and/or Level 2 career training per trainee, and the apprenticeship administration or placement fee, where applicable.

If you are offered and elect to participate in a payment plan, you will be charged an administrative fee for each installment payment. There will be no penalty for paying the installment agreement in full earlier than required.

All payment plans must be auto-debited from your payment method – ACH or credit/debit card.  A 3.5% processing will be charged for credit/debit card payments.

When making the payment in full, you will have the option to send payment via wire transfer.

If you have selected a payment plan and you miss a payment, your account status will be changed to “delinquent.” You, your staff, and your trainees, if applicable, will immediately lose access to their respective portal content, consulting services, and instructor-led training sessions. These restrictions will take place immediately after your payment processing is unsuccessful. To regain access, you will need to make your payment within three (3) days to avoid late fees.  After thirty (30) days of non-payment, the payment plan will be terminated, and you will be required to pay the full balance before gaining access to the program.

If your account remains in delinquent status for longer than forty-five (45) days, the Company reserves the right to report any delinquent balance owed to a credit reporting bureau and/or collections agency subject to the Company’s sole discretion until the account is caught up and in good standing.

Additional fees will be required to restart training in a new term. Prior payments will not be applied to fees required to restart the Program and/or training.

To be clear, this Program is not a subscription payment model that can be canceled or a “pay in part” program where you can pay only for access to certain sections and not others. This is a full immersion program, and your payment plan is a convenience that we offer so that you can make the price affordable.

When combining a payment plan with the use of a scholarship, grant or any other fee reduction opportunity (other than as granted by the Company), you will be responsible for all payments until the scholarship, grant, employer payment, and the like have been received.

Upon receipt, the payment will first be applied towards the initial down payment, due immediately upon enrollment, then to the installment payment, if applicable, to reduce the duration of the monthly payment.  The employer is responsible for ensuring all funding sources have submitted payment on their behalf.

When combining a payment plan with the use of a Company issued scholarship, grant, or any other tuition assistance, the Company’s scholarship will be applied to reduce the duration of any payment plan terms.

WITHDRAWAL + REFUND POLICY

If you don’t plan on starting this Program right away but want to sign up, we’d love to have you, but make sure you register in a term that allows you to dedicate the time needed to complete the Program, as refunds have firm deadlines, and the nature of the Program does not support the “go at your own pace” model.

Phase 1: Withdrawal requests submitted within 10-days of us sending you the Onboarding form will receive a refund, less a 20% administrative fee and any payment processing fees. No refunds after 10-days.

Phase 2: Refer to our Terms of Training, as applicable, at https://taxley.com/terms-policies/academy to view all career training fees and refund policies. Refer to our Terms of Apprenticeship, as applicable, at https://taxley.com/terms-policies/apprenticeship to view all apprenticeship-related terms.

Withdrawal requests can be initiated within your portal or by contacting us at billing@taxley.com.

Where applicable, credits applied to this Program from participation in another Taxley program will be forfeited, and all refunds and associated fees will be based on the total fee due for this Program in which you are registering.

To be considered timely, withdrawals must be made by 11:59pm (or 23:59) EST, there will be no exceptions to these deadlines. You will be responsible for 100% of the fees if a timely request to withdraw is not submitted.

If your withdrawal, at any time, result in the requirement to refund 3rd-party scholarships, grants, or other funding sources, you will be responsible for reimbursing the funding source, unless the Company is otherwise legally bound to issue the refund.  When the Company is responsible for making this repayment, you will be responsible to the Company for all applicable fees.

Company issued scholarships have no cash value and are not refundable to you. When withdrawing per our deadlines stated above, you will forfeit your Company scholarship and you will be required to pay any outstanding balance.  Billing questions can be sent to us at billing@taxley.com.

If you are unsure about being able to participate in Program, we encourage you not to register or enroll until you are more certain you can give the Program the attention it requires.

Please DO NOT enroll in Program if you just want to “check it out.” We put an extraordinary amount of time and effort into this Program, and we expect you to do the same. The Program is for serious employers only.

INTELLECTUAL PROPERTY (IP)

You agree that the Program contains proprietary content that is owned by the Company and/or its licensors and is protected by copyright, trademark, and other applicable intellectual property laws. Duplicating, sharing, or uploading any Program content, including to any sharing or social media sites is considered stealing, and the Company will prosecute such misconduct to the fullest extent permitted by law.

The Company provides you with the Program solely for your noncommercial use, and you agree that you will not use such proprietary content in any way whatsoever except for use in compliance with this Agreement. You will not use the Program or the content available in the Program in a manner that constitutes an infringement of the Company’s rights or that has not been authorized in writing by the Company. More specifically, unless explicitly authorized in this Agreement, you may not modify, copy, reproduce, republish, upload, post, transmit, rent, lease, loan, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Program. You may, however, from time to time, download and/or print one copy of individual pages of the Site for your personal, noncommercial use, provided that you keep intact all copyright, trademark, and other proprietary notices.

To be clear: please be aware that you may not create derivative works, resource guides, marketing or business materials, source material, intellectual property, websites, blogs, web content, or any other works that reference the Company, Anisha Bailey, the Program, or the Program content, or infringe on any of the Company’s intellectual property in any way.

All copyrights, trademarks, and other intellectual property rights in and sent to the Program (including the compilation of content, postings, links to other internet resources, and descriptions of those resources) are owned by the Company and/or its licensors, which reserve all their respective rights in law or in equity. THE USE OF THE COMPANY’S PROGRAM, EXCEPT AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF THE COMPANY AND OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT AND OTHER INFRINGEMENT.

Company trademarks, service marks, graphics, and logos used in connection with the Program are common law trademarks or registered trademarks of the Company. You are granted no right or license with respect to any of the aforesaid trademarks.

Equally, we are committed to protecting your IP and will not infringe on your trademarks, service marks, graphics, and logos.

PRIVACY AND CONFIDENTIALITY
The Program is subject to the Company’s Privacy Policy, located at https://taxley.com/terms-policies/privacy.

Some aspects of this program will involve group-based lessons and communications. We respect your privacy and must insist that you respect the privacy of other people that participate in the Program (“Program Participants”). By purchasing access to the Program, you agree:

• not to infringe on any copyright, patent, trademark, trade secret or other intellectual property rights of the Company or the Program Participants;
• that any confidential information shared by Program Participants or any of the Company’s representatives is confidential and proprietary and belongs solely and exclusively to the Participant who discloses it or to the Company;
• not to disclose such confidential information to any other person or use it in any manner other than in discussion with other Program Participants during any group sessions;
• that all Content provided to you by the Company is the Company’s confidential and proprietary information and intellectual property, belong solely and exclusively to the Company, and may be used by you only as authorized by the Company;
• the reproduction, distribution, and sale of the Program content by anyone other than the Company is strictly prohibited; and
• that if you violate, or threaten to violate, any of your agreements contained in this paragraph we will be entitled to, among other things, injunctive relief to prohibit such violations.

While you are free to discuss your personal results from the Program and training, you must keep the experience and statements, oral or written, of all other participants in the strictest of confidence.

MEMBER AREA COMMUNITY RULES
No Solicitation or Recruiting Within the Program Member Area:

The Program community is about learning and is not about trying to turn other Program Participants into your customers or employees. You are not permitted to offer your services, sell your programs or products, recruit, or invite Program Participants to join other social networks, groups, or programs. This is a space for learning and is a pitch-free, solicitation-free, recruiting-free, and sales-free environment. Sharing affiliate links within the Program Member Area is not permitted.

Your failure to comply with these terms will result in immediate termination of your participation in the Program without refund.

THIRD-PARTY MATERIALS AND WEBSITES

The Company may provide access to third-party materials and websites as a convenience to you and other Program Participants. Any third-party materials or websites are not part of the Program and they may be either withdrawn or terminated at any time without any liability on the part of the Company.

You agree that you will be responsible for all payments and other obligations associated with your use of any and all third-party materials and websites. In addition, you agree that the Company is not responsible for examining and evaluating the content and accuracy of any third-party materials and websites, and the Company does not warrant and will not have any liability or responsibility for any third-party materials or websites or for any other materials, programs, or services of third-parties. You further agree that you will not use any third-party materials and websites in a manner that would infringe or violate the rights of any other party and that the Company will not be liable for your improper use of third-party materials and websites.

DISCLAIMER
THE PROGRAM, THE SITE, THE CONTENT, AND ANY OTHER MATERIALS PROVIDED BY US HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE IN CONNECTION WITH THE PROGRAMS.

When addressing Program content and providing other guidance in any of our websites, videos, newsletters, Programs, or other content, we’ve taken all reasonable efforts to ensure that we accurately represent our programs and their potential to grow your company and improve your workforce. However, the Company does not guarantee that you will get any results when using any of our ideas, tools, strategies or recommendations, and nothing in the Program, Content, or Site is a promise or guarantee of success, however you define it.

YOU EXPRESSLY AGREE THAT YOUR USE OR INABILITY TO USE THE PROGRAM IS AT YOUR SOLE RISK. By purchasing access to the Program, you accept, agree, and understand that you are fully responsible for your progress and results from your participation and that we offer no representations, warranties, or guarantees verbally or in writing regarding your earnings, marketability, professional performance, or results of any kind. You alone are responsible for your actions and results, which are dependent on several factors including, but not necessarily limited to, your skill, knowledge, ability, dedication, professional savvy, network, and financial situation, to name just a few. You also understand that any testimonials or endorsements by our participants or trainees represented on our programs, websites, content, landing pages, sales pages, or offerings have not been scientifically evaluated by us and the results experienced by individuals may vary significantly. Any statements outlined on our websites, programs, Content, and offerings are simply our opinion and thus are not guarantees or promises of actual performance. We offer no professional legal, medical, psychological, or financial advice.

ADDITIONAL TERMS AND CONDITIONS
1) GOVERNING LAW. You and the Company have entered into this Agreement in the State of Ohio, specifically Hamilton County, and agree that the validity, interpretation, and legal effect of this Agreement, as well as all disputes among you and the Company, shall be determined in accordance with the laws of the State of Ohio, United States of America, without regard to conflicts of law principles that would dictate the application of the law of a different jurisdiction.

2) LIMITATION OF LIABILITY.  IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) THE COMPANY, ITS OWNERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, OR LICENSEES SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR OUT OF THIS AGREEMENT, INCLUDING YOUR USE OF THE Program; AND (II) YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PPROGRAM AND REQUEST A REFUND AS SET FORTH IN ABOVE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

AS SET FORTH IN OUR PRIVACY POLICY, THE COMPANY SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH YOUR PURCHASE AND USE OF THE PROGRAM, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK.

3) NON-DISPARAGEMENT. You agree that you will not engage in any conduct or communications with a third party, public or private, designed to disparage the Company, Program, its leadership and staff, and Anisha Bailey including, but not limited to, any remark, comment, message, information, declaration, campaign, communication, or other statement of any kind, whether verbal, in writing, electronically transferred, or otherwise, that might reasonably be construed to be derogatory, defamatory, libelous, or slander.

4) BINDING EFFECT. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties. You have no right to assign this Agreement, by operation of law or otherwise.

5) TERMINATION. The Company is committed to providing all participants of the Program with a positive Program experience. If you fail, or the Company suspects that you have failed, to comply with any of the provisions of this Agreement, the Company, in its sole discretion and without notice to you, may: (a) limit, suspend, or terminate your participation in the Program without refund or forgiveness of fees; and/or (b) terminate this Agreement.

Your obligations to the Company under this Agreement will survive expiration or termination of this Agreement for any reason.

6) CHANGES. The Company reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the Program. Such modifications and additional terms and conditions shall be effective immediately and incorporated into this Agreement. Your continued use of the Program will be deemed your acceptance these modifications. The changes may be listed in an area accessible to you on the Site or you may be notified by either e-mail – it is your responsibility to ensure we have your best email address at all times. If you have any questions, please contact our legal department directly at legal@taxley.com.

7) INDEMNIFICATION. You agree to defend, indemnify, and hold harmless the Company, its owners, officers, employees, contractors, directors, licensors, related entities, affiliates, and successors from and against any and all liabilities and expense whatsoever, including, without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements, which any of such parties may incur or become obligated to pay arising out of or resulting from your breach of this Agreement and/or your misuse of the Program. You shall defend the Company in any legal actions, regulatory actions, or the like arising from or related to this Agreement. You recognize and agree that all of the Company’s owners, officers, employees, shareholders, trustees, affiliates, and successors shall not be held personally responsible or liable for any actions or representations of the Company.

8) BINDING ARBITRATION. In the event of a dispute arising under or relating to this Agreement or the Program (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 8(J) below, nothing in this Agreement will prevent the Company from seeking injunctive relief in any court of competent jurisdiction as necessary to protect its proprietary interests.

9) CLASS ACTION WAIVER. You agree that any arbitration or proceeding shall be limited to the Dispute between us and you, individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

10) EQUITABLE RELIEF. You acknowledge and agree that in the event of a breach or threatened violation of the Company’s intellectual property rights and confidential and proprietary information by you, the Company will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. The Company may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect its rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Ohio, city of Cincinnati, for purposes of any such action by the Company.

11) ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements, or conditions, express or implied, written, or oral, between the parties.

12) COMPLIANCE WITH LAW. The parties shall comply with all applicable laws in performing this Agreement. Whenever there is any conflict between any provision of this Agreement and any applicable law, the applicable law shall prevail.

13) NO WAIVER. The failure of any party to insist on the performance of any obligation hereunder shall not be deemed to be a waiver of such obligation. Waiver of any breach of any provision shall not be deemed to be a waiver of any other breach of such provision or any other provision.