Terms of Engagement

Last Update: 02/20/2026

These Terms of Engagement (“Engagement”) govern participation in and use of services provided by Taxley, LLC (“Taxley,” “Firm,” “we,” “us,” “our”), including but not limited to Business Advisory Services, Tax Account Monitoring, Tax Account Investigation, Tax Resolution Services, consultations, educational forums, and related professional services engagements (collectively, the “Services”).

By registering for, purchasing, enrolling in, scheduling, accessing, or participating in any Services, you (“Client,” “Participant,” “you,” “your”) agree to these Terms of Engagement, together with Taxley’s Terms of Use and Privacy Policy, which are incorporated by reference and form part of this Agreement:

Certain services offered by Taxley may also be governed by additional service-specific terms, including but not limited to the Evaluation & Roadmap Terms, CentsableCEO Advisory Terms, CentsableCEO Intensive Terms, Tax Resolution Terms, Tax Account Monitoring Terms, or other service-specific terms. Where applicable, those service-specific terms are incorporated by reference and apply in addition to these Terms of Engagement. In the event of a conflict between these Terms of Engagement and any service-specific terms, the service-specific terms govern only with respect to that specific service.

If there is a conflict between these Terms of Engagement and a service-specific registration form, order form, proposal, invoice, or separately signed written engagement agreement, the service-specific document controls only for that specific Service and only to the extent of the conflict.

All arbitration provisions, class action waivers, limitation of liability provisions, damages caps, indemnification obligations, governing law provisions, venue provisions, enforcement mechanisms, and chargeback provisions are governed exclusively by the Terms of Use unless the Terms of Use expressly state otherwise.

If you do not agree, do not purchase, register for, schedule, enroll in, or participate in the Services.

1. Standards-Based Environment; Eligibility

Taxley provides standards-based environments designed to strengthen decision quality, responsibility, structured leadership, and informed action.

You represent and warrant that:

The individual accepting these Terms represents and warrants that he or she has full authority to bind any business entity on whose behalf the Services are purchased or utilized.

Taxley may refuse service, decline enrollment or registration, or restrict access at its sole discretion where permitted by law.

2. Business-to-Business Relationship

The Services are designed for business owners, founders, executives, and decision-makers operating in a professional capacity.

The parties acknowledge that this is a business-to-business relationship and not a consumer transaction.

You represent and warrant that your registration, purchase, enrollment, or participation is made in connection with your role as a business owner, founder, executive, decision-maker, entrepreneur, or authorized representative of a business entity.

Client acknowledges that certain Services may involve review of personal, household, individual tax, financial, or related information where such information is relevant to the Client’s entrepreneurial capacity, business operations, tax posture, financial readiness, or professional objectives. Such review does not convert the Services into consumer household services, personal financial planning services, investment advisory services, legal services, or fiduciary services unless expressly stated in a separate written agreement.

Nothing in these Terms of Engagement creates:

You may not represent that you speak for Taxley or that Taxley endorses you unless Taxley has provided written authorization.

3. Scope and Nature of Services; No Fiduciary Duty

Unless expressly stated in a separate written engagement agreement for professional representation, the Services are educational, framework-based, advisory, evaluative, consulting, monitoring, investigative, or implementation-support services in nature and are not individualized legal services, tax return preparation services, accounting services, financial planning services, investment advisory services, or bookkeeping services.

Nothing in any Service creates a duty to:

You remain solely responsible for decisions, implementation, compliance, filing, payment, staffing, execution, and results.

Taxley has no duty to update you regarding regulatory changes, market shifts, compliance developments, tax law changes, or legal changes unless expressly stated in a separate written engagement agreement or service-specific document.

Nothing in these Terms of Engagement creates any fiduciary duty, agency duty, partnership duty, joint venture duty, employment relationship, or ongoing monitoring obligation unless expressly stated in writing.

4. No Professional-Client Relationship Unless Separately Contracted

Taxley personnel may hold professional credentials, including Enrolled Agent credentials. Credentials do not create a professional-client or representation relationship by participation in consultations, advisory, or other group-based sessions alone.

No Enrolled Agent-client relationship, power of attorney relationship, tax authority representation relationship, or other professional representation relationship is formed unless and until:

Participation in a consultation, Business Advisory Services, Implementation Support, Tax Account Monitoring, or Tax Account Investigation does not by itself establish tax authority representation.

5. CLIENT DECISION AUTHORITY

All decisions regarding implementation, financial actions, business operations, tax filings, compliance, negotiations, and strategic direction remain solely the responsibility of the Client.

Taxley provides advisory analysis, evaluation, monitoring, investigation, strategic guidance, and, where applicable, tax representation services based on information provided by the Client and, where relevant, information obtained from tax authorities or other third parties.

The Client retains full and exclusive authority over whether and how to act on any recommendations, options, or strategies discussed.

Taxley may recommend, guide, prioritize, sequence, or advise specific actions within the scope of the Services, including actions Taxley believes are strategically appropriate; however, no recommendation or guidance shall be interpreted as transferring decision-making authority from the Client to Taxley. The Client retains full and exclusive authority over whether, when, and how to act and remains solely responsible for implementation, compliance, and results.

Professional Standards. Where services involve professional credentials or regulated professional activity, services will be performed in accordance with applicable professional standards, ethical obligations, and governing regulations. Nothing in this Agreement requires Taxley to take actions that would violate professional standards, regulatory requirements, or ethical obligations.

6. PROFESSIONAL JUDGMENT

Client acknowledges that the Services involve professional judgment, strategic evaluation, and discretionary decision-making based on incomplete, evolving, or imperfect information.

Taxley retains sole professional discretion regarding:

Reasonable differences in professional judgment do not constitute negligence, malpractice, breach of agreement, or actionable misconduct.

Taxley is not required to pursue every theoretical strategy, filing position, relief option, negotiation tactic, appeal, or procedural route that may exist.

Taxley may decline in good faith to pursue any position, request, filing, or strategy it determines is unsupported by the facts, inconsistent with applicable law or procedure, strategically unsound, or contrary to ethical or professional obligations.

Independent Third-Party Decisions. Client acknowledges that tax authorities, courts, administrative agencies, lenders, investors, insurers, regulators, vendors, payroll providers, financial institutions, and other third parties exercise independent judgment and discretion.

Taxley does not control and cannot guarantee the actions, decisions, approvals, denials, interpretations, processing times, enforcement actions, negotiations, settlements, outcomes, or determinations of any third party.

Delays, denials, adverse decisions, enforcement actions, processing backlogs, policy changes, procedural changes, or other third-party actions shall not constitute breach of agreement, negligence, malpractice, or failure of performance by Taxley.

7. No Guarantees; No Reliance

Taxley does not guarantee outcomes, results, performance, savings, approvals, or business improvements. Examples include, without limitation:

You agree not to rely on any statement, example, illustration, discussion, strategy conversation, marketing material, testimonial, website statement, or framework as a substitute for individualized advice from licensed professionals familiar with your specific facts.

You acknowledge that business, financial, compliance, tax, and leadership decisions inherently involve risk. You voluntarily assume all risks associated with participation in the Services and implementation of any concepts discussed.

You acknowledge that you have had the opportunity to consult independent legal, tax, accounting, and financial advisors before enrolling or registering.

Client acknowledges that claims arising from inaccurate disclosures, non-compliance, failure to act, independent communications with tax authorities, misuse of Services, or breach of these Terms may be subject to the indemnification provisions contained in the Terms of Use.

All limitation of liability, damages exclusions, arbitration, venue, indemnification, and governing law provisions in the Terms of Use apply.

No Duty to Achieve Client Objectives. Client acknowledges that Taxley does not undertake any obligation to achieve specific business, financial, operational, compliance, tax, or strategic outcomes. Taxley’s responsibility is limited to providing advisory analysis, frameworks, professional judgment, and services as described within the applicable engagement. Taxley shall not be responsible for whether the Client achieves its internal goals, objectives, expectations, projections, or business plans.

No Reliance on Statements Outside This Agreement. Client acknowledges that the Services are provided solely in accordance with the written terms of this Agreement and any applicable service-specific agreement. Client agrees that it has not relied upon any oral statements, marketing materials, presentations, consultations, webinars, social media content, advertisements, or other communications not expressly incorporated into this Agreement when deciding to engage Taxley.

No employee, contractor, affiliate, or representative of Taxley is authorized to make representations that modify this Agreement unless such modification is made in a written agreement signed by an authorized representative of Taxley.

Reserved Professional Capacity. Client acknowledges that Taxley services require the reservation of professional capacity, staffing resources, scheduling availability, analytical resources, engagement infrastructure, and access to specialized expertise.

Fees compensate Taxley for reserving and maintaining such capacity during the engagement period and are not based solely upon:

Client acknowledges that Taxley allocates professional resources in reliance upon Client’s registration, enrollment, purchase, or engagement.

Accordingly, unless expressly stated otherwise in a service-specific agreement, Client’s failure to participate, attend meetings, provide requested information, complete intake requirements, utilize services, implement recommendations, or otherwise take full advantage of an engagement does not create refund rights, fee reductions, credits, offsets, cancellation rights, or extensions.

8. LIMITATION ON RELIANCE

Client acknowledges that Taxley Services are provided to support informed decision-making by the Client.

Client agrees not to rely on any consultation discussion, advisory material, implementation guidance, monitoring communication, investigation analysis, strategic guidance, or tax resolution discussion provided by Taxley as the sole basis for financial, legal, tax, investment, operational, or business decisions.

Client acknowledges that Taxley encourages clients to consult independent legal, tax, accounting, and financial professionals where appropriate.

Sophisticated Party Acknowledgment. Client acknowledges that it is an independent business operator capable of evaluating the merits and risks of business, financial, operational, and strategic decisions. Client further acknowledges that Taxley is not responsible for the Client’s internal decision-making processes, risk tolerance, business judgments, or implementation choices.

The Client represents that it has exercised its own independent judgment in deciding whether and how to act on any concepts, strategies, or information discussed through the Services and has not relied solely on Taxley as the basis for any decision.

Independent Business Judgment. Client acknowledges that all decisions regarding whether and how to implement any concept, strategy, or recommendation discussed through the Services are made solely by the Client using its own independent business judgment.

9. CLIENT RESPONSIBILITIES

Time is of the essence.

Client agrees to:

Client acknowledges that Taxley relies entirely on Client-provided information and information obtained from relevant authorities or third parties and does not independently audit or verify financial disclosures unless expressly included within the purchased Service.

Failure to timely respond or provide requested documentation may:

Client is responsible for maintaining current access to any required client portal, account, communication system, or technology platform designated by Taxley.

Taxley shall not be liable for strategic disadvantage, missed opportunities, enforcement action, or other consequences resulting from Client delay, non-responsiveness, incomplete disclosure, inaccurate information, or non-compliance.

Time-Sensitive Participation. Certain Taxley services operate within defined engagement periods and completion windows.

Client acknowledges that timely participation is a material component of successful service delivery.

Failure to provide requested information, documentation, authorizations, scheduling availability, approvals, or responses within deadlines established by Taxley may:

Taxley shall not be responsible for limitations resulting from Client delay, non-responsiveness, incomplete disclosures, missed deadlines, scheduling conflicts, or failure to participate.

10. RELIANCE ON CLIENT INFORMATION

Taxley Services are based entirely on the accuracy and completeness of information provided by the Client and by third parties, including tax authorities.

Except where a specific Service expressly includes verification work, Taxley has no obligation to independently audit, verify, or investigate information provided by the Client.

If information later proves inaccurate, incomplete, misleading, or materially changed, Taxley shall not be responsible for any resulting outcomes, delays, strategic limitations, agency actions, missed opportunities, or other consequences.

Taxley may rely on information obtained from tax authorities, financial institutions, payroll providers, accountants, bookkeepers, and other third parties. Such information may contain inaccuracies, omissions, delays, or outdated data. Taxley is not responsible for errors or omissions in third-party information and has no obligation to independently verify all such data unless expressly included within the purchased Service.

No Duty to Discover Matters Outside Scope. Taxley is entitled to rely upon the scope of the applicable Service and the information provided by Client. Unless expressly included within the purchased Service, Taxley has no obligation to discover, identify, investigate, verify, report, or advise regarding issues, liabilities, deficiencies, compliance failures, tax matters, operational risks, legal concerns, financial issues, or other matters not reasonably apparent from the information provided or otherwise outside the scope of the engagement.

Client acknowledges that the absence of discussion, analysis, findings, recommendations, or comments regarding any matter shall not be interpreted as a determination that such matter does not exist or does not require attention.

11. Scope Expansion

The scope of any Service is defined exclusively by the applicable registration form, proposal, invoice, engagement agreement, service-specific terms, or other written document issued by Taxley.

Client requests, newly discovered information, changed circumstances, additional entities, additional locations, additional tax matters, expanded objectives, or additional work requirements may increase the scope of Services originally contemplated.

Taxley may determine, in its sole discretion, whether such matters fall within the original scope of the Service.

Additional or expanded scope may require:

Taxley is under no obligation to perform work outside the original scope without a separate written agreement.

12. NO ONGOING MONITORING OBLIGATION

Unless expressly stated in a written registration form or service-specific section below, Taxley has no ongoing obligation to monitor the Client’s business operations, financial activity, tax accounts, compliance posture, implementation of recommendations, notices, deadlines, filings, or enforcement activity after completion of the applicable Service.

Taxley undertakes no continuing duty to update prior advice, notify the Client of later legal or tax changes, or remind the Client of deadlines unless such monitoring is expressly included in a purchased Service.

Recommendations Based on Existing Facts and Conditions. Recommendations, findings, analyses, roadmaps, strategies, implementation guidance, and other work product are based upon facts, circumstances, laws, regulations, policies, procedures, and conditions existing at the time such information is provided.

Taxley has no obligation to update, revise, supplement, reaffirm, or reissue prior recommendations after delivery unless expressly engaged to do so in writing.

Changes in laws, regulations, agency procedures, market conditions, business operations, financial circumstances, ownership structure, compliance status, or other factors may affect the continuing applicability of prior recommendations.

13. Engagement Completion

Unless otherwise stated in a service-specific agreement, a Service is deemed complete upon delivery of the applicable findings, recommendations, roadmap, review, summary, report, analysis, implementation guidance, work product, or other deliverable required under the scope of that Service.

Completion of a Service does not create any obligation by Taxley to:

Any additional work requested after completion may require a separate engagement and additional fees.

13.1 Completion Based Upon Available Information. Taxley may complete a Service using the information available at the time of analysis, review, or delivery.

Client failure to provide requested information, documentation, authorizations, responses, scheduling availability, or participation does not obligate Taxley to delay completion indefinitely.

Where Client delay, non-responsiveness, incomplete disclosure, or failure to participate prevents full completion of a Service, Taxley may:

Such completion constitutes full performance of Taxley’s obligations under the applicable Service.

14. NOTICE OF CONCERN; OPPORTUNITY TO CURE

If Client believes Taxley has failed to perform a Service as agreed, committed an error, omitted a material step, or otherwise failed to meet its obligations, Client must provide Taxley with written notice describing the concern and the specific conduct or omission alleged.

Taxley shall have thirty (30) days after receipt of that notice to investigate, respond, and, where applicable, cure or reasonably address the issue.

Client agrees not to initiate arbitration, litigation, chargebacks, public complaints, regulator complaints, or third-party escalation regarding the alleged issue unless and until this notice-and-cure period has expired, except where immediate injunctive relief is expressly permitted under the Terms of Use.

Client acknowledges that many service concerns can be resolved through clarification, correction, or good-faith communication and agrees that this notice-and-cure process is a material condition of any claim relating to the Services.

15. Client Duty to Mitigate

Client acknowledges that delays, penalties, enforcement actions, missed opportunities, increased costs, compliance failures, business disruptions, and other damages may worsen if corrective action is not taken promptly.

Client agrees to take reasonable steps to mitigate potential damages and losses and shall not intentionally delay action, withhold information, refuse cooperation, or otherwise allow damages to accumulate for the purpose of increasing a claim against Taxley.

Taxley shall not be responsible for damages that could have been reasonably avoided through timely action by the Client.

16. Live Delivery; Access; Technology

Where sessions are delivered live, Client is responsible for stable internet, working audio/video, and platform access.

Technology issues on Client’s end do not create a refund, credit, extension, reschedule right, or make-up entitlement, unless a service-specific agreement explicitly provides otherwise.

Taxley may adjust delivery methods, platform tools, facilitation structure, sequencing, staffing, scheduling, and format for operational needs or quality control.

17. SECURE COMMUNICATIONS; SERVICE-SPECIFIC PROTOCOLS

Taxley utilizes secure electronic systems, including client portals and encrypted communication platforms, for delivery of Services where applicable.

Client acknowledges that communication protocols, document exchange requirements, response deadlines, and required communication channels vary depending on the specific Service engaged and are governed by the applicable service-specific registration form or written agreement.

Where a service-specific agreement requires use of a secure client portal, such use is mandatory. Failure to utilize required communication channels may result in delay, suspension, strategic disadvantage, or termination of services as defined in the applicable service agreement.

The designated client portal or communication platform serves as the primary method for document exchange, information requests, task completion, notices, approvals, and service-related communications. Taxley may, but is not obligated to, duplicate communications through email, telephone, text message, mail, or other methods.

Documents, information, authorizations, approvals, signatures, requests, responses, or communications transmitted outside Taxley’s designated portal or approved communication channel without Taxley’s prior written authorization may be treated as not received, not submitted, and not effective until properly submitted through the required system or otherwise accepted by Taxley in writing.

Client remains responsible for monitoring portal communications, maintaining access credentials, reviewing notices, completing assigned tasks, and responding to requests in a timely manner. Taxley shall not be responsible for delays, strategic disadvantages, missed opportunities, enforcement consequences, service limitations, or other outcomes resulting from Client’s failure to utilize required communication systems.

Client acknowledges that email, fax, standard mail, and external electronic systems may carry inherent security risks. Taxley shall not be liable for cybersecurity incidents, data breaches, interception, delay, or misdirection arising from Client’s voluntary use of unsecured communication methods.

Nothing in these Terms of Engagement creates an obligation for Taxley to monitor communications outside designated service-specific communication channels.

18. LIVE SESSION PARTICIPATION REQUIREMENTS; CAMERAS ON; DISCRETION REQUIRED

Because certain Advisory Services are participation-dependent:

Discretion is required. Participants must treat the environment as confidential and professional. Participants are responsible for choosing what they disclose.

19. Recording Prohibited; No AI Note-Taking

You may not record, photograph, screenshot, transcribe, reproduce, or capture any portion of live or written content in any format.

You may not use AI note-taking, transcription, summarization, or recording tools during sessions (including “meeting assistants”) unless Taxley gives prior written approval.

Violation is a material breach and may result in immediate removal, termination, and enforcement without refund.

Taxley may record sessions for internal quality control, compliance, security, internal operations, training, or service delivery purposes only. Recordings are not distributed unless expressly stated in writing by Taxley for a specific Service.

For Business Advisory Services, Framework Sessions and Office Hours are delivered live only. No replays are provided unless Taxley expressly states otherwise in writing.

20. CONFIDENTIALITY; SESSION PROTECTION; COLLABORATION ENVIRONMENTS

You agree to maintain confidentiality of:

You may not use any live session environment to solicit, recruit, pitch, or promote services or products to other participants.

Taxley cannot guarantee the conduct of others. If a confidentiality breach occurs, Taxley may take action it deems appropriate, including removal and bans, but Taxley is not liable for third-party conduct.

Taxley may provide access to collaboration environments, leadership forums, portals, communication systems, or other participant interaction environments. Participation in such environments is subject to these Terms of Engagement and any applicable service-specific terms.

Participant interaction, where permitted, must occur only through Taxley-approved sessions, portals, platforms, or designated communication channels.

Confidentiality obligations survive termination indefinitely.

21. Intellectual Property; License Limits

All content and materials, including frameworks, methods, standards, language, session structures, slides, briefs, vault materials, branding, prompts, checklists, templates, and program design are proprietary intellectual property of Taxley.

You receive a limited, revocable, non-transferable license for your internal business use only, subject to compliance.

You may not:

Taxley retains all intellectual property rights in its materials, frameworks, methodologies, and program design.

Taxley may pursue injunctive relief and all available legal remedies for violations.

22. Payments; No Chargebacks; Enforcement Costs

Payment terms are governed by the applicable service-specific registration form, invoice, proposal, or written agreement. If none is provided, fees are due in full at purchase.

Chargebacks are prohibited. Initiating a chargeback or payment dispute constitutes a material breach. You agree to reimburse Taxley for all costs incurred, including payment processor fees, chargeback fees, administrative time, collections costs, and reasonable attorney fees where permitted by law.

This does not limit your ability to report unauthorized use of your payment method, but you agree to contact Taxley first to attempt resolution of any billing dispute.

Taxley may suspend access immediately for nonpayment, dispute activity, or breach. Suspension does not relieve financial obligation.

23. Refunds; Reserved Capacity

Unless expressly required by law or expressly stated in a service-specific registration form or written agreement, fees are non-refundable.

Taxley reserves capacity, delivery infrastructure, professional attention, and service availability based on enrollment or registration. Nonattendance, delayed participation, under-utilization, or nonuse does not create refund rights.

Client acknowledges that Taxley services require the reservation of professional time, staffing capacity, strategic analysis, and engagement infrastructure in advance of service delivery.

Fees compensate Taxley for reserving that professional capacity during the engagement period and for providing access to Taxley’s advisory expertise, strategic analysis, and service availability.

Accordingly, fees are not contingent upon completion of any particular task, outcome, or deliverable unless expressly stated otherwise in writing.

Once an engagement begins, reserved professional capacity is considered earned and committed regardless of the level of Client utilization, participation, responsiveness, or implementation.

Unused time, delayed participation, or Client inaction does not create refund rights or fee reduction.

24. Right to Refuse, Remove, Suspend, or Terminate

Taxley may refuse registration, suspend access, remove a participant, or terminate services, where permitted by law, for:

Removal or termination may occur with or without prior notice where permitted by law. Termination does not create refund rights and does not relieve financial obligations already committed.

Termination for breach does not create refund rights. All fees paid and all fees contractually committed remain due and payable.

25. Non-Disparagement; Truthful Statements

You agree not to make false, misleading, or defamatory statements about Taxley, its Services, its leadership, or other participants.

Nothing in these Terms of Engagement restricts truthful statements, legally protected speech, good-faith reports to regulators or government agencies, testimony required by law, or statements otherwise protected by applicable law.

Participation in the Services is subject to the class action waiver contained in the Terms of Use.

This provision does not prohibit good-faith internal feedback submitted directly to Taxley.

26. No Third-Party Reliance

Services are provided solely for you. No third party, including lenders, investors, regulators, vendors, partners, or advisors, may rely on participation, materials, analyses, work product, or discussions as evidence of compliance, certification, stability, readiness, validation, endorsement, audit, or verification.

27. Force Majeure; Platform and Vendor Issues

Taxley is not liable for delays, interruptions, or failures caused by events beyond reasonable control, including platform outages, vendor failures, cyber incidents, tax authority system outages, acts of government, weather events, illness, power outages, or internet failures.

Taxley’s obligation is to provide Services in a commercially reasonable manner consistent with the applicable service-specific agreement.

28. Electronic Communications; Notices

You consent to receive communications electronically via portal, email, text, and other designated systems. Notices are deemed received upon transmission. You are responsible for maintaining accurate contact information.

29. RECORD RETENTION

Taxley may retain records for such period as Taxley determines appropriate, subject to applicable law, professional standards, regulatory obligations, and legitimate business needs.

After that period, records may be securely destroyed without further notice.

30. ASSIGNMENT

Client may not assign or transfer rights or obligations under these Terms of Engagement without prior written consent from Taxley.

Taxley may assign these Terms of Engagement without notice in connection with a reorganization, merger, acquisition, asset transfer, or change of control.

31. Personal Guaranty

If registration is made by a business entity, the enrolling individual personally, unconditionally, irrevocably, and jointly and severally guarantees payment and performance of all financial obligations owed under this Agreement and any Service engagement.

Client acknowledges that this personal guaranty is a material inducement to Taxley’s acceptance of registration.

32. SURVIVAL

The provisions of these Terms of Engagement that by their nature should survive expiration, completion, suspension, cancellation, or termination of any Service shall survive and remain enforceable, including, without limitation:

Any claim arising out of or relating to the Services must be initiated within twelve (12) months after the earlier of: (i) completion of the applicable Service; (ii) delivery of the applicable findings, recommendations, report, roadmap, analysis, work product, or other deliverable; or (iii) termination of the applicable engagement. Any claim not initiated within that period is permanently barred to the fullest extent permitted by law.

33. No Waiver

Failure by Taxley to enforce any provision of these Terms of Engagement shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of Taxley. A waiver of any breach shall not constitute a waiver of any prior, concurrent, or future breach.

34. Severability

If any provision of these Terms of Engagement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted to reflect the original intent of the parties to the fullest extent permitted by law.

35. Entire Agreement; Acceptance

These Terms of Engagement, together with the Terms of Use, Privacy Policy, any applicable service-specific terms, registration form, proposal, invoice, or written engagement agreement, constitute the complete agreement governing participation in the Services.

No oral statement, course of dealing, prior discussion, email exchange, text message, or informal communication shall modify these Terms unless expressly set forth in a written agreement signed by an authorized representative of Taxley.

Electronic acceptance, including checking a box, submitting a form, accessing a portal, scheduling, or completing payment, constitutes a legally binding signature.