TAXLEY TERMS OF USE

Last Updated: 12/22/2025

Company: Taxley, LLC (“Taxley,” “we,” “us,” “our”)

Address: 55 S. Pioneer Blvd #65, Springboro, OH 45066

Email: legal@taxley.com

Phone: 1.513.982.2800

These Terms of Use (“Terms”) are a legal agreement between you and Taxley. They govern your access to and use of our websites, portals, pages, content, and related services (collectively, the “Site” and “Services”). By accessing or using the Site or Services, you agree to these Terms.

If you do not agree, do not use the Site or Services.

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1) What These Terms Cover

These Terms apply to:

• Visitors to the Site
• Anyone who registers, enrolls, purchases, downloads, participates, or otherwise engages with Taxley
• Any individual acting for a school, workforce organization, employer, sponsor, funder, association, or other entity

These Terms cover our workforce development and entrepreneurial development offerings, including but not limited to:

• ExploreEA™, ApprentEA™, ImpactEA™
• CentsableCEO™ and related curriculum, cycles, membership, and certification pathways
• Taxley educational content, trainings, workshops, assessments, events, and program portals
• Tax resolution and integrated business advisory services (where offered), subject to additional agreements

Certain Services may have additional terms (program terms, partner terms, payment terms, or engagement letters). If those additional terms conflict with these Terms, the additional terms control only for that Service.

Privacy Policy. Your use of the Site and Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Site or Services, you agree to the Privacy Policy.

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2) Definitions

• “Content” means all materials on or through the Site or Services, including text, videos, graphics, frameworks, tools, assessments, rubrics, templates, slide decks, worksheets, checklists, and program structure.
• “Frameworks” means Taxley’s proprietary systems and methods, including TRIBA™ and CentsableCEO™ and related training logic, sequencing, and evaluation.
• “You” / “User” means any person or entity using the Site or Services.
• “Account” means a user profile, enrollment record, portal access, or login credentials issued by Taxley.
• “Partner” means any organization engaging with Taxley under a partnership relationship, whether paid or unpaid.
• “Derivative Works” means any adaptation, modification, translation, re-sequencing, re-branding, or “similar program” created using Taxley Content, Frameworks, or know-how learned through Taxley.
• “Confidential Information” means non-public information you receive from Taxley, including program operations, partner materials, internal processes, pricing logic, assessments, evaluation rubrics, data models, credential logic, and any materials labeled confidential or that a reasonable person would understand are confidential.

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3) Mutual Benefit and Good Faith

Taxley designs Services to create real capability, clearer decision-making, and stronger outcomes. In return, we expect Users to engage honestly, respect boundaries, and not misuse what they access.

Both parties agree to act in good faith:

• You agree not to misrepresent Taxley or misuse Taxley materials.
• Taxley agrees to deliver Services as described, subject to availability, schedule, and scope.

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4) Eligibility

You must be at least 13 years old to use the public Site. Some Services require you to be 16+ or older, or meet program-specific eligibility.

If you are under the age of majority where you live, you may use the Site only with a parent/guardian’s permission.

If you use the Site or Services on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

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5) Accounts, Access, and Security

If you create an Account:

• You must provide accurate information and keep it updated.
• You are responsible for keeping credentials secure.
• You may not share credentials or allow unauthorized access.
• You are responsible for activity under your Account.

Taxley may suspend or terminate Accounts that violate these Terms or create risk to the integrity of our Services.

5.1 Electronic Communications and Consent. You agree that Taxley may communicate with you electronically (including by email, text, portal messages, or Site notices) regarding your Account, the Services, and legal notices. You agree that electronic signatures, checkboxes, and electronic acceptances are legally binding and have the same effect as physical signatures.

5.2 Recordings. Taxley may record live sessions for training, quality, or participant access. By participating, you consent to recording and to Taxley’s use of the recording for program delivery. You may not record, reproduce, distribute, or post sessions without Taxley’s prior written consent.

This restriction applies regardless of whether Taxley records or makes recordings available.

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6) What We Provide (and What We Do Not Provide)

6.1 Education and Development (Not a Promise of Results)

Many Taxley Services are educational and developmental. They are designed to provide structured learning and frameworks. They are not a guarantee of:

• employment, hiring, income, certification, funding, outcomes, or specific business results.

6.2 Not Legal Advice / Tax Advice Unless Under a Separate Engagement

Content on the Site and within programs is for education and general information. It is not legal advice, tax advice, or individualized financial advice unless you have a separate signed engagement agreement for professional services.

If you need personalized advice, you should consult a qualified professional.

6.3 Tax Resolution and Integrated Business Advisory

Tax resolution and advisory work is separate from education/membership. If you engage Taxley (or an affiliated professional entity) for professional services, you may be required to sign additional terms, including scope, fees, responsibilities, and limitations.

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7) Intellectual Property Ownership (Taxley’s Core Protection)

All Content, Frameworks, and Services are owned by Taxley or licensed to Taxley and are protected by copyright, trademark, trade secret, and other laws.

Taxley retains all rights not expressly granted to you.

Nothing in these Terms grants you ownership of:

• TRIBA™, CentsableCEO™, ExploreEA™, ApprentEA™, ImpactEA™, or any Taxley training logic, structure, sequencing, rubrics, assessments, or language.

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8) Limited License to Use

Taxley grants you a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Content only for your internal learning or the intended participation purpose, and only during the period your access is authorized.

You may not:

• copy, reproduce, republish, distribute, sell, license, or exploit Content
• share Content outside your organization unless expressly permitted in writing
• upload Content to shared drives, public or private communities, AI training repositories, or content libraries
• record sessions or redistribute recordings unless explicitly authorized

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9) Non-Replication and Non-Derivative Use (No “Spin-Off Programs”)

This clause is intentional and strict:

You may not use Taxley Content, Frameworks, or insights gained through participation to create, build, teach, market, or operate:

• a competing or “similar” program
• a derivative curriculum
• an internal training system modeled on Taxley structure
• a re-sequenced, rebranded, or modified version of Taxley frameworks
• a “version of this for our organization” without written permission

Even if modified, even if not copied word-for-word, and even if you call it something else — building a substitute using Taxley’s protected approach is prohibited.

Taxley may seek injunctive relief and damages for violations.

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10) Purpose-Limited Disclosure (Need-to-Know Only)

If Taxley shares materials with you for a defined purpose (including marketing toolkits, partner assets, portals, scoring rubrics, evaluation summaries, or program structure), you agree:

• to use them only for that purpose
• to share only with authorized internal stakeholders on a need-to-know basis
• not to use them to create competing offerings, internal programs, or external training

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11) No Implied Rights / No Implied Partnership / No Authority

Nothing in these Terms creates:

• a joint venture
• a partnership
• an agency relationship
• fiduciary duties
• employment
• ownership, equity, or governance rights

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

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12) Acceptable Use Rules

You agree you will not:

• violate laws or regulations
• infringe IP rights
• misuse portals or data
• scrape the Site or use bots without permission
• interfere with Site functionality
• impersonate another person/entity
• submit false information
• share or resell access
• use the Site or Services to build a competing model

Taxley may remove content, suspend access, or terminate Accounts for violations.

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13) Payments, Refunds, and Chargebacks

If you purchase Services:

• You agree to pay fees and applicable taxes.
• Payment terms may be governed by separate program or service terms.
• Unless a written refund policy is provided for a specific offering, payments are non-refundable.
• Unauthorized chargebacks may result in immediate access termination and collection action.

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14) Disclaimers (Clear and Plain)

The Site and Services are provided “as is” and “as available.” We do not guarantee:

• uninterrupted access
• error-free content
• specific outcomes
• job placement, earnings, funding, or certification results

You are responsible for how you apply what you learn.

14.1 Third-Party Services. The Site or Services may integrate with or link to third-party services (for example: payment processors, scheduling tools, video platforms, learning platforms). Taxley does not control those services and is not responsible for their availability, security, terms, or acts/omissions. Your use of third-party services is at your own risk and subject to their terms.

14.2 Technology and Security. No system is perfectly secure. Taxley cannot guarantee that the Site, portals, or communications will be uninterrupted, timely, secure, or error-free, or that information will never be accessed, disclosed, altered, or destroyed due to events beyond our reasonable control.

No Warranties. To the fullest extent permitted by law, Taxley disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

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15) Limitation of Liability

To the fullest extent permitted by law:

• Taxley is not liable for indirect, incidental, consequential, special, or punitive damages.
• Taxley is not liable for lost profits, lost revenue, business interruption, or loss of goodwill.
• Taxley is not liable for reliance-based damages (e.g., “I assumed this would happen”).

If a court does not allow certain limitations, those limitations apply to the maximum extent permitted.

Liability Cap. To the fullest extent permitted by law, Taxley’s total liability for any claim, dispute, or cause of action arising out of or relating to the Site or Services will not exceed $1,000 total. This is a single aggregate cap for all claims arising from the same facts, event, or series of related events, regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise).

For clarity, this cap applies per claim and in the aggregate and does not increase based on the number of programs, participants, enrollments, transactions, or fees paid.

Professional Services Exception. If you signed a separate engagement letter or service agreement for tax resolution or integrated business advisory services, the liability terms in that agreement control for those professional services.

This limitation does not apply where prohibited by law.

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16) Indemnification (User Responsibility)

You agree to defend, indemnify, and hold harmless Taxley and its officers, directors, employees, contractors, and affiliates from claims, losses, damages, liabilities, and expenses (including attorneys’ fees) arising from:

• your misuse of the Site or Services
• your breach of these Terms
• your violation of any law or third-party rights
• your unauthorized use or sharing of Content

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17) Confidentiality (When You Receive Non-Public Information)

You agree to protect Confidential Information and not disclose it except as permitted in writing. This includes program and partnership materials, internal structures, rubrics, evaluation logic, and strategic documents.

Confidentiality obligations survive termination.

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18) Termination and Survival

Taxley may suspend or terminate your access at any time if:

• you violate these Terms
• your use creates risk to program integrity, users, partners, or Taxley

Upon termination:

• your right to access Content ends immediately
• you must stop using Taxley materials
• you must delete or destroy copies you possess (unless required by law to retain)

Survival: Sections that survive termination include: IP ownership, limited license, non-replication, confidentiality, disclaimers, limitation of liability, indemnification, governing law, venue, dispute resolution, and notices.

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19) Force Majeure

Taxley is not responsible for delays or failures caused by events beyond our reasonable control, including natural disasters, pandemics, government action, power outages, cyber incidents, labor disruptions, platform failures, or internet/telecom interruptions.

If a force majeure event occurs, we will make reasonable efforts to resume Services and may modify schedules as needed.

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20) Assignment

You may not assign or transfer your rights or obligations under these Terms without Taxley’s written consent.

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

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21) Notices (Required Process)

Legal notices must be sent to:

• Email: legal@taxley.com
• Mail: Taxley, LLC, 55 S. Pioneer Blvd #65, Springboro, OH 45066

Notices are considered received:

• by email: when transmitted without an error message or bounce-back (or, if sent outside business hours, on the next business day)
• by mail: three (3) business days after mailing via certified mail/return receipt (recommended)

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22) Dispute Resolution (Balanced, With Strong IP Protection)

22.1 Informal Resolution First

Before filing a claim, the complaining party must send a written notice describing:

• the issue
• relevant facts
• the relief requested

Both parties agree to attempt good-faith resolution for 30 days after notice.

22.2 Injunctive Relief for IP and Confidentiality

Despite anything else in these Terms, Taxley may seek immediate injunctive or equitable relief in court for:

• IP theft or misuse
• confidentiality breaches
• non-replication violations
• unauthorized distribution or competitive use

This is necessary because monetary damages often are not enough.

22.3 Arbitration (Mutual Election).

Either party may require binding arbitration for disputes not involving injunctive or equitable relief under Section 22.2.

However, Taxley may elect arbitration or court proceedings at its discretion for disputes primarily involving platform access, program participation, or payment obligations.

If arbitration is elected, it will be conducted under the Federal Arbitration Act (FAA) through JAMS or the American Arbitration Association (AAA), under their commercial rules then in effect. Unless the parties agree otherwise, the arbitration will take place in Warren County, Ohio (or may be conducted by video conference if the arbitrator permits).

Arbitration does not prevent either party from seeking injunctive relief in court for IP or confidentiality.

The arbitrator may award only the same remedies a court could award under these Terms (including the limitations in Section 15), except where prohibited by law.

Arbitration fees will be allocated under the provider’s rules, unless the arbitrator determines a different allocation is required by law.

22.4 Class Action Waiver. To the fullest extent permitted by law, you agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate as a plaintiff or class member in any purported class action or representative proceeding.

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23) Governing Law and Exclusive Venue

These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-law rules.

Exclusive venue: Any lawsuit, action, or proceeding that is not subject to arbitration must be brought exclusively in the state courts located in Warren County, Ohio, or the United States District Court for the Southern District of Ohio (Western Division).

You consent to personal jurisdiction and venue in those courts and waive any objection based on inconvenient forum.

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24) Severability

If any provision is found unenforceable, the remaining provisions remain in effect, and the invalid provision will be interpreted to reflect the parties’ intent as closely as permitted by law.

24.1 Headings. Section headings are for convenience only and do not affect interpretation.

24.2 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.

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25) No Waiver

If Taxley does not enforce a provision, that does not waive our right to enforce it later.

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26) Entire Agreement and Updates

These Terms, together with any incorporated policies (including the Privacy Policy and any program or partnership terms), are the entire agreement regarding the Site and Services.

Taxley may update these Terms from time to time. The “Last Updated” date will change. Continued use after changes means you accept the updated Terms.

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27) User Submissions and Feedback

If you submit comments, feedback, ideas, suggestions, materials, or other content to Taxley (including through email, forms, events, programs, communities, or social media), you agree that:

(a) your submission is not confidential (unless we separately agree in writing);

(b) Taxley may use, evaluate, and incorporate the submission without restriction or compensation; and

(c) you grant Taxley a perpetual, worldwide, royalty-free license to use, reproduce, modify, distribute, and display the submission for business purposes.

This license does not apply to Confidential Information shared under a separate written agreement.

You agree not to submit anything you do not have the right to share.

27.1 Copyright Complaints (DMCA). If you believe content on the Site infringes your copyright, send a notice to legal@taxley.com with:

(1) identification of the copyrighted work;

(2) the URL or location of the allegedly infringing material;

(3) your contact information;

(4) a statement that you have a good-faith belief the use is not authorized; and

(5) a statement, under penalty of perjury, that your notice is accurate and you are the copyright owner or authorized to act on the owner’s behalf.

Do not submit Confidential Information through public forms, comments, or channels not designated for confidential communications.

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28) Contact

Questions about these Terms:

1.513.982.2800

legal@taxley.com