Taxley Terms of Use

Last Updated: August 1, 2026

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

These Terms of Use (“Terms”) are a legal agreement between you and Taxley. They govern your access to and use of Taxley’s websites, webpages, portals, accounts, forms, scheduling systems, content, public programming, and related digital services, collectively referred to as the “Site” and “Services.”

By accessing or using the Site or Services, you acknowledge that you have read, understand, and agree to be bound by these Terms.

If you do not agree to these Terms, do not access or use the Site or Services.

Taxley’s collection, use, disclosure, retention, and protection of personal information are governed by Taxley’s Privacy Policy, which is incorporated into these Terms by reference: https://taxley.com/terms-policies/privacy

Taxley’s Professional Services are also governed by Taxley’s Terms of Engagement and applicable Service-Specific Terms. Those agreements are incorporated by reference when applicable to the User or Service involved: Terms of Engagement – https://taxley.com/terms-policies/engagement

If a conflict exists among Taxley’s agreements:

  • these Terms govern general use of the Site, Accounts, Content, public programming, and technology;
  • the Terms of Engagement govern matters generally applicable to Taxley’s Professional Services; and
  • applicable Service-Specific Terms govern the scope, covered persons and accounts, included services, service periods, fees, participation rights, and operational requirements of the particular Professional Service.

A more specific provision controls over a general provision only with respect to the subject it expressly addresses. Except where another Taxley agreement expressly provides a consistent and more specific requirement, arbitration, class-action waiver, jury-trial waiver, governing law, venue, general intellectual-property protections, acceptable-use requirements, and general dispute-resolution provisions are governed by these Terms.

1. What These Terms Cover

These Terms apply to any individual or entity that accesses or uses the Site or Services, including:

  • website visitors;
  • prospective clients;
  • clients and Members using Taxley’s Site or technology;
  • individuals submitting forms or requesting information;
  • individuals scheduling or participating in complimentary consultations;
  • newsletter subscribers;
  • individuals downloading resources;
  • registrants and participants in webinars, presentations, public events, or CentsableCEO™ Roundtables;
  • Account and portal users;
  • purchasers of products or Services made available through the Site; and
  • individuals acting for a business, organization, or other entity.

These Terms govern Taxley’s:

  • websites and affiliated webpages;
  • public and restricted Content;
  • Accounts and portal access;
  • registration and intake forms;
  • scheduling systems;
  • electronic-signature and payment interfaces;
  • downloadable resources;
  • articles, newsletters, videos, and presentations;
  • webinars and public events;
  • CentsableCEO™ Roundtables;
  • complimentary consultations; and
  • other digital resources and technology made available by Taxley.

Taxley currently offers two primary Professional Services:

  • Tax Resolution; and
  • Taxley Oversight & Guidance.

From time to time, Taxley may offer additional Services governed by these Terms and any additional terms applicable to those Services.

CentsableCEO™ is Taxley’s entrepreneur-development methodology and programming. It may be included within an eligible Tax Resolution engagement or Taxley Oversight & Guidance Membership. CentsableCEO™ is not a separate advisory service or standalone membership unless Taxley expressly establishes such an offering under separate written terms.

Access to the Site, public Content, a complimentary consultation, or public programming does not, by itself, create a Professional Services engagement.

2. Definitions

For purposes of these Terms:

  • “Account” means a user account, registration record, portal workspace, shared workspace, profile, login credential, or other authenticated access established, issued, or authorized by Taxley.
  • “Authorized User” means a person Taxley has expressly authorized to access an Account or Shared Workspace.
  • “Confidential Information” means nonpublic information concerning Taxley, another User, or the Services, including nonpublic business information, operational procedures, proprietary methodologies, internal processes, pricing structures, evaluation criteria, restricted materials, portal information, strategic materials, and information identified as confidential or that a reasonable person would understand to be confidential.
  • “Content” means information and materials made available through the Site or Services, including text, graphics, photographs, videos, presentations, downloads, articles, newsletters, templates, forms, tools, assessments, checklists, worksheets, guides, examples, illustrations, portal materials, software, branding, and related content.
  • “Engagement Materials” means registration forms, enrollment materials, proposals, invoices, checkout disclosures, written scope confirmations, payment arrangements, continuation offers, renewal communications, portal confirmations, accepted amendments, and other written materials specifically issued to or accepted by a Client or Financially Responsible Party in connection with a Professional Service.
  • “Financially Responsible Party” means a person or entity that has expressly accepted responsibility for some or all payment obligations associated with a Professional Service through applicable Engagement Materials, Service-Specific Terms, or another written acceptance process approved by Taxley.
  • “Frameworks” means Taxley’s proprietary methodologies, systems, standards, evaluation models, professional processes, decision-making methods, educational approaches, implementation methods, operational structures, service-delivery methods, Tax Resolution methodologies, Taxley Oversight & Guidance methods, CentsableCEO™ methodology, and related intellectual property, whether currently existing or later developed.
  • “Member” means a person enrolled in Taxley Oversight & Guidance under the applicable Membership Terms and enrollment materials.
  • “Professional Services” means Tax Resolution and Taxley Oversight & Guidance services accepted by Taxley and governed by the Terms of Engagement and applicable Service-Specific Terms.
  • “Service-Specific Terms” means written terms governing a particular Professional Service, including the Taxley Tax Resolution Terms, the Taxley Oversight & Guidance Membership Terms, and other written terms Taxley expressly designates as governing a particular Professional Service.
  • “Services” means the Site, Accounts, Content, public programming, complimentary consultations, technology, and Professional Services made available by Taxley.
  • “Shared Workspace” means an Account or portal workspace that Taxley expressly establishes or authorizes for access by more than one Authorized User.
  • “Site” means Taxley’s websites, webpages, portals, forms, scheduling systems, registration systems, payment interfaces, applications, and related digital properties.
  • “Taxing Authority” means the Internal Revenue Service, a state or local department of taxation or revenue, or another governmental authority responsible for administering or enforcing a tax matter.
  • “User,” “you,” and “your” mean any individual or entity accessing or using the Site or Services.

3. Good-Faith and Lawful Use

Taxley provides the Site and Services to support informed decision-making, responsible tax administration, professional engagement, and entrepreneurial development.

You agree to access and use the Site and Services honestly, lawfully, and in good faith.

You must not:

  • misrepresent your identity, authority, eligibility, or relationship with another person or entity;
  • submit information you know is materially false, fraudulent, misleading, incomplete, or unauthorized;
  • misrepresent Taxley, its Services, its personnel, or your relationship with Taxley;
  • misuse Taxley’s Content, Frameworks, systems, or intellectual property;
  • interfere with the operation, availability, security, or integrity of the Site or Services;
  • use the Site or Services to violate another person’s rights;
  • circumvent payment, security, enrollment, access, or participation controls; or
  • use the Site or Services for an unlawful, fraudulent, abusive, deceptive, competitive, or unauthorized purpose.

Taxley may provide the Site and Services subject to:

  • availability;
  • maintenance;
  • scheduling;
  • capacity;
  • eligibility;
  • security requirements;
  • operational procedures;
  • applicable Taxley agreements; and
  • legal and professional obligations.

Nothing in this Section expands the scope of a Professional Service or creates a duty beyond the applicable written agreement.

4. Eligibility and Authority

You must be at least thirteen years old to access the public portions of the Site.

A person under the age of legal majority may access the public Site only with the permission and supervision required by applicable law.

Professional Services, contractual purchases, and other legally binding transactions may require the User to:

  • be at least eighteen years old;
  • have reached the age of legal majority in the applicable jurisdiction;
  • possess legal capacity to enter into the applicable agreement;
  • satisfy Service-specific eligibility requirements; or
  • possess authority to act for another person or entity.

If you access the Site or Services for a business, organization, or other entity, you represent that you possess authority to perform the applicable action for that entity.

Authority to access the Site, submit information, register, schedule, or act for an entity does not, by itself:

  • establish a Professional Services engagement;
  • create a professional-client relationship;
  • establish Taxing Authority representation;
  • authorize access to another person’s confidential or tax information;
  • create personal financial responsibility; or
  • permit one competent adult to accept personal authorizations or contractual obligations for another competent adult.

Taxley may request proof of identity, age, eligibility, ownership, authority, or organizational role before permitting access, processing a request, or accepting an engagement.

Taxley may refuse registration, decline an engagement request, restrict access, or discontinue use where permitted by law.

5. Accounts, Access, and Security

Certain portions of the Site or Services may require an Account or secure portal access.

If Taxley establishes or authorizes an Account for you, you agree to:

  • provide accurate, complete, and current information;
  • promptly update information that becomes inaccurate or outdated;
  • protect your login credentials and access methods;
  • use the Account only for authorized purposes;
  • prevent access by unauthorized persons;
  • promptly notify Taxley of suspected unauthorized access, credential compromise, misuse, or security concerns; and
  • comply with reasonable security and access procedures established by Taxley.

You are responsible for activity conducted through credentials assigned to or knowingly used by you, except to the extent applicable law provides otherwise.

5.1 Individual and Shared Access. Unless Taxley expressly establishes or authorizes a Shared Workspace or shared-access arrangement, login credentials may not be shared.

Taxley may authorize shared access where permitted under the Terms of Engagement, applicable Service-Specific Terms, or another written authorization issued by Taxley.

Depending upon the capabilities of Taxley’s selected technology, Taxley may provide:

  • a single shared set of login credentials for Authorized Users of the same Shared Workspace;
  • separate credentials providing access to the same Shared Workspace; or
  • another approved access arrangement.

The identity of persons authorized to access a Shared Workspace and the conditions governing that access are determined by Taxley’s Terms of Engagement, applicable Service-Specific Terms, and written access authorizations.

Unless Taxley provides a different access method, Authorized Users of the same Shared Workspace are expected to use the access method established by Taxley.

Access to an Account or Shared Workspace does not, by itself, make a person:

  • a Taxley client;
  • a Member;
  • a represented taxpayer;
  • financially responsible for a Service;
  • entitled to confidential information outside the authorized scope; or
  • a beneficiary of a Professional Service.

Taxley may reset, limit, separate, suspend, or terminate Account or Shared Workspace access when reasonably necessary because of:

  • suspected unauthorized use;
  • security or privacy concerns;
  • administrative requirements;
  • payment default;
  • expiration or termination of the underlying access right;
  • conflict-management needs;
  • technology limitations;
  • violation of these Terms; or
  • legal or professional obligations.

Taxley is not responsible for internal disputes among Authorized Users, including one Authorized User withholding credentials, failing to review information, or failing to communicate with another Authorized User.

5.2 Electronic Communications and Acceptance. You consent to receive electronic communications through methods designated by Taxley, including:

  • email;
  • text message;
  • portal message;
  • Account notice;
  • electronic form;
  • electronic-signature platform;
  • website notice; and
  • another approved electronic system.

Electronic communications may include:

  • registration and Account information;
  • scheduling communications;
  • billing and payment communications;
  • security notices;
  • Service information;
  • engagement documents;
  • legal notices; and
  • other communications concerning your relationship with Taxley.

Electronic signatures, checkboxes, registration submissions, portal acknowledgments, payment authorizations, and other electronic acceptances may have the same legal force and effect as handwritten signatures to the fullest extent permitted by law.

Taxley reserves the right to require identity verification before granting, restoring, or modifying Account access.

You are responsible for maintaining:

  • accurate contact information;
  • access to the email address and telephone number provided to Taxley;
  • access to the applicable Account or portal;
  • appropriate security for your devices and communication systems; and
  • regular review of communications sent through Taxley’s designated systems.

A communication sent outside Taxley’s designated or approved channels may not be treated as received or effective unless Taxley expressly accepts it.

6. Public Information, Educational Content, Complimentary Consultations, and Professional Services

6.1 Public Information and Educational Content. Taxley may publish or make available:

  • articles;
  • newsletters;
  • videos;
  • presentations;
  • downloadable resources;
  • social-media content;
  • webinars;
  • public question-and-answer discussions;
  • public speaking appearances;
  • CentsableCEO™ Roundtables; and
  • other informational or educational Content.

Unless expressly provided through an accepted Professional Services engagement, such Content is provided solely for general informational and educational purposes.

Public Content is not intended to provide individualized:

  • tax advice;
  • legal advice;
  • accounting advice;
  • financial advice;
  • investment advice;
  • business consulting;
  • tax return preparation;
  • representation before a Taxing Authority; or
  • another professional service.

Accessing, receiving, or participating in public Content does not establish:

  • a professional-client relationship;
  • an Enrolled Agent-client relationship;
  • Taxing Authority representation;
  • an advisory or consulting engagement;
  • a fiduciary relationship;
  • a duty to investigate or verify the User’s circumstances;
  • an ongoing monitoring obligation; or
  • an obligation to provide follow-up services.

Information communicated publicly may be incomplete, generalized, based on hypothetical facts, or unsuitable for a User’s particular circumstances.

You remain responsible for determining whether individualized professional assistance is appropriate before acting or declining to act.

6.2 CentsableCEO™ Roundtables and Public Events. CentsableCEO™ Roundtables are free educational and thought-leadership discussions intended to promote informed conversation among entrepreneurs and business leaders.

Roundtable discussions may address:

  • entrepreneurial leadership;
  • business operations;
  • financial management;
  • tax responsibility;
  • decision-making;
  • organizational effectiveness; and
  • other subjects selected by Taxley.

Statements made during a Roundtable or other public event, including presentations, examples, hypothetical scenarios, moderator comments, participant discussions, and responses to questions, are provided for educational discussion and illustration.

Questions asked or submitted before, during, or after a Roundtable, webinar, presentation, interview, speaking appearance, or other public educational event are answered based only upon the limited information voluntarily provided and the context of the public discussion.

A response during public programming:

  • is not a complete investigation or analysis;
  • does not account for every potentially relevant fact;
  • is not an individualized recommendation;
  • does not establish representation;
  • does not require Taxley to review documents or tax accounts;
  • does not create a duty to monitor later developments; and
  • must not be relied upon as professional advice concerning a specific person, business, transaction, or tax matter.

A participant seeking individualized assistance must separately establish a Professional Services engagement.

6.3 Complimentary Consultations. Taxley may offer a complimentary introductory consultation to determine whether Taxley’s Professional Services may be appropriate for a prospective client.

A complimentary consultation is intended to:

  • understand the general nature of the prospective client’s circumstances;
  • discuss Taxley’s Services and professional approach;
  • determine whether Taxley and the prospective client may be an appropriate fit; and
  • explain potential next steps.

A complimentary consultation is not:

  • a Comprehensive Analysis;
  • a Tax Resolution investigation;
  • tax account research;
  • tax planning;
  • legal advice;
  • tax return review or preparation;
  • implementation;
  • representation before a Taxing Authority;
  • a complete evaluation of available options; or
  • another Professional Service.

Taxley is not required during a complimentary consultation to:

  • investigate tax accounts;
  • obtain transcripts;
  • review supporting documents;
  • verify facts;
  • calculate liabilities;
  • identify every issue or deadline;
  • recommend a resolution strategy; or
  • determine the prospective client’s eligibility for a particular result.

Any observation made during a complimentary consultation is preliminary, is based upon limited information voluntarily provided, and must not be relied upon as professional advice or a recommendation to take or refrain from taking a specific action.

A complimentary consultation does not establish a professional-client relationship or create an obligation for Taxley to accept the prospective client.

6.4 Professional Services. Taxley separately provides the following primary Professional Services:

  • Tax Resolution; and
  • Taxley Oversight & Guidance.

Professional Services are governed by:

  • Taxley’s Terms of Engagement;
  • applicable Service-Specific Terms;
  • enrollment or Engagement Materials;
  • invoices;
  • written scope confirmations; and
  • other written terms accepted by the applicable parties.

A professional-client relationship for Professional Services is established only after Taxley accepts the prospective client’s registration or engagement request and the applicable Terms of Engagement and required Service-Specific Terms become effective.

Nothing contained in the Site, public Content, complimentary consultations, Roundtables, webinars, marketing materials, social media, email communications, or preliminary discussions shall create any professional-client, fiduciary, agency, or representation relationship unless Taxley accepts an engagement under its Terms of Engagement.

Nothing contained in public Content, a CentsableCEO™ Roundtable, a complimentary consultation, marketing materials, testimonials, preliminary discussions, social-media communications, or general website descriptions expands or modifies the scope of an accepted Professional Service.

7. Intellectual Property Ownership

All Content, Frameworks, trademarks, service marks, logos, designs, methodologies, systems, professional processes, service structures, and other intellectual property made available through the Site or Services are owned by, licensed to, or otherwise lawfully used by Taxley and are protected by applicable copyright, trademark, trade-secret, and other intellectual-property laws.

Taxley retains all rights not expressly granted in writing.

Taxley’s intellectual property includes, without limitation:

  • Taxley®;
  • The Most Trusted Name in Tax Resolution®;
  • Clarity is the Entrepreneur’s Competitive Advantage™;
  • CentsableCEO™;
  • CentsableCEO by Taxley™;
  • ElevatEA™;
  • ExploreEA™;
  • ApprentEA™;
  • Taxley’s Tax Resolution methodologies;
  • Taxley Oversight & Guidance methods;
  • professional-service structures and delivery processes;
  • educational and workshop structures;
  • evaluation models and criteria;
  • methodologies, systems, sequencing, and decision logic;
  • templates, forms, tools, workflows, and portal materials;
  • presentations, written materials, and educational resources;
  • proprietary terminology and branding; and
  • related or future methodologies, standards, systems, processes, and intellectual property developed or acquired by Taxley.

Nothing in these Terms transfers to you any ownership interest in Taxley’s Content, Frameworks, names, marks, systems, methodologies, professional processes, or other intellectual property.

8. Limited License

Subject to your compliance with these Terms and any applicable Service-Specific Terms, Taxley grants you a limited, revocable, nonexclusive, nontransferable, and nonsublicensable license to access and use authorized Site features and Content solely for:

  • your personal informational or educational use;
  • your own internal business use;
  • the participation purpose for which access was provided; or
  • your own affairs under an applicable Professional Services engagement.

The license exists only while your access remains authorized.

Unless Taxley expressly authorizes the activity in writing, you may not:

  • copy, reproduce, republish, distribute, transmit, display, sell, license, sublicense, rent, or commercially exploit restricted Content;
  • modify restricted Content or create derivative works from it;
  • provide Content or Account access to an unauthorized person;
  • share password-protected, portal-based, or restricted Content outside the authorized purpose;
  • remove or alter copyright, trademark, confidentiality, attribution, or proprietary notices;
  • upload restricted or nonpublic Content to public repositories, shared libraries, online communities, or content databases;
  • misrepresent the source, ownership, or authorship of Content;
  • use Content in violation of these Terms, applicable Service-Specific Terms, or law; or
  • use Taxley Content, Frameworks, Confidential Information, or proprietary materials to train, fine-tune, prompt, benchmark, configure, develop, improve, or support an artificial-intelligence system, language model, dataset, content-generation system, derivative technology, or competing product without Taxley’s prior written authorization.

This limited license does not prohibit a client from using Client-specific deliverables for the client’s own personal, tax, financial, or business affairs when that use is authorized by the Terms of Engagement or applicable Service-Specific Terms.

All rights not expressly granted remain with Taxley.

9. Protection of Proprietary Methodologies and Non-Replication

Taxley’s proprietary value extends beyond individual documents and includes its nonpublic methodologies, systems, service structures, sequencing, decision logic, evaluation models, operational processes, facilitation methods, professional approaches, implementation methods, and related know-how.

You may not use Taxley’s protected Content, Frameworks, Confidential Information, or nonpublic methodologies to create, teach, market, license, sell, distribute, or operate:

  • a competing or substantially similar service;
  • a derivative curriculum or training program;
  • a rebranded, modified, or resequenced version of a Taxley Framework;
  • a commercial advisory, tax, educational, membership, or professional-development offering modeled upon Taxley’s protected methods;
  • an internal or external program that substantially replicates Taxley’s proprietary structure or operational design; or
  • another product, service, system, or framework that improperly appropriates Taxley’s protected expression, trade secrets, Confidential Information, or proprietary processes.

For the purpose of creating a competing, substitute, or derivative offering, you may not:

  • reverse engineer;
  • deconstruct;
  • map;
  • document;
  • reproduce;
  • imitate;
  • translate;
  • reconstruct; or
  • recreate

Taxley’s nonpublic structure, sequencing, decision logic, facilitation methods, evaluation criteria, systems, or operational design.

These restrictions apply even if the resulting material or offering is renamed, rewritten, reorganized, modified, or combined with other information.

Nothing in this Section prohibits the use of general skills, experience, publicly available information, or independently developed materials that do not incorporate, derive from, or substantially replicate Taxley’s protected Content, Frameworks, methodologies, systems, Confidential Information, or operational design.

Unauthorized use may result in suspension or termination of access. Taxley may also seek injunctive relief, damages, and other remedies available under these Terms and applicable law.

10. Purpose-Limited Materials and Access

When Taxley provides Content, Account access, portal materials, templates, reports, evaluation materials, presentations, educational resources, marketing assets, or other information for a particular purpose, you may use those materials and access rights only for that authorized purpose.

Unless Taxley expressly authorizes otherwise in writing, you may not:

  • provide the materials or access to an unauthorized person;
  • use the materials outside the purpose for which they were provided;
  • redistribute, publish, or commercially exploit the materials;
  • incorporate the materials into another product, service, program, or training system;
  • use the materials to create a competing or substantially similar offering;
  • use the materials to train or instruct others outside the authorized purpose; or
  • continue using restricted materials after the applicable authorization ends.

Taxley’s disclosure of Content or provision of access does not create an implied license, ownership right, partnership, endorsement, continuing access right, or authorization beyond the limited purpose expressly provided.

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; or
  • 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.

12. Acceptable Use Rules

You agree you will not:

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

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

Export and Sanctions Compliance. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country subject to U.S. embargo or sanctions restrictions, and that you are not listed on any U.S. government restricted party list. You agree not to use the Site or Services in violation of applicable export control or sanctions laws.

No Government Affiliation. Taxley is a private firm and is not affiliated with, endorsed by, or acting on behalf of the Internal Revenue Service, any state tax authority, or any government agency.

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.
  • Payment obligations, refunds, cancellations, and chargeback provisions applicable to Professional Services are governed by the applicable Terms of Engagement and any Service-Specific Terms.
  • Improper, fraudulent, or contractually unjustified chargebacks may result in suspension or termination of access and lawful collection action.

14. Disclaimers

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

  • uninterrupted or continuously available access;
  • error-free or complete Content;
  • compatibility with every device, platform, or system;
  • the accuracy or continued applicability of general educational Content; or
  • any particular tax, financial, business, operational, or other outcome.

You are responsible for how you apply what you learn.

These general disclaimers do not eliminate or modify Taxley’s obligations under an accepted Professional Services engagement, applicable professional standards, the Terms of Engagement, or applicable Service-Specific Terms.

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.

15. Limitation of Liability

To the fullest extent permitted by applicable law, Taxley and its owners, officers, directors, employees, contractors, agents, affiliates, licensors, and service providers shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages arising out of or relating to your access to or use of the Site, public Content, public programming, complimentary consultations, Accounts, portals, or general technology features, including, without limitation, lost profits, lost revenue, lost business opportunities, loss of goodwill, loss of data, business interruption, or the cost of substitute services, even if advised of the possibility of such damages.

Taxley shall not be liable for losses arising from:

  • your reliance on information provided through the Site or general educational content;
  • decisions you make based upon information obtained through the Site, public Content, public programming, or complimentary consultations;
  • acts or omissions of third parties;
  • interruption, delay, suspension, or unavailability of the Site or any third-party platform;
  • unauthorized access to your Account resulting from your failure to safeguard credentials; or
  • circumstances beyond Taxley’s reasonable control.

Where you engage Taxley for Professional Services, any limitation of liability applicable to those Professional Services shall be governed exclusively by the applicable Terms of Engagement and any Service-Specific Terms, rather than this Section.

If a court determines that any portion of this limitation is unenforceable, the remaining portions shall remain in full force and effect to the maximum extent permitted by law.

16. Indemnification

You agree to defend, indemnify, and hold harmless Taxley and its officers, directors, employees, contractors, and affiliates from third-party 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

To the extent this Section applies in connection with Professional Services, it applies together with, and remains subject to, the applicable Terms of Engagement and Service-Specific Terms.

17. Confidentiality

You agree to protect Confidential Information and not disclose it except as permitted in writing. This includes restricted Content, nonpublic methodologies, internal processes, evaluation criteria, portal materials, business information, strategic materials, and other information identified as confidential or that a reasonable person would understand to be confidential.

Confidentiality obligations survive termination.

18. Termination and Survival

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

  • you violate these Terms, and/or
  • your use creates a security, privacy, legal, operational, professional, or reputational risk to Taxley, another User, or the Site or Services.

Upon termination:

  • your right to access restricted Content ends immediately;
  • you must stop using Taxley materials except as expressly permitted under an applicable continuing license; and
  • you must delete or destroy unauthorized copies you possess, unless applicable law requires retention.

This requirement does not prohibit a Client from retaining or continuing to use Client records or Client-specific deliverables that the Client is authorized or legally entitled to retain and use under the Terms of Engagement, applicable Service-Specific Terms, or applicable law.

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.

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.

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.

21. Notices

Legal notices must be sent to:

Address: 7100 Foundry Row, Ste 288-81 Liberty Township, OH 45069

Email: legal@taxley.com | Phone: 1.513.982.2800

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)

22. Dispute Resolution

22.1 Informal Resolution First. Before filing any legal claim, the complaining party must send written notice describing:

  • the nature of the dispute,
  • relevant facts,
  • the relief requested.

Both parties agree to attempt good-faith resolution for thirty (30) days following notice.

22.2 Injunctive Relief for IP and Confidentiality.

Notwithstanding any other provision in these Terms, Taxley may seek immediate injunctive or equitable relief in a court of competent jurisdiction located in Warren County, Ohio, to protect:

  • intellectual property,
  • proprietary materials,
  • Confidential Information,
  • non-replication violations,
  • unauthorized distribution,
  • competitive misuse of Taxley materials.

Monetary damages are often insufficient for these harms.

22.3 Mandatory Binding Arbitration. Except for claims eligible for small claims court or claims seeking injunctive relief under Section 22.2, any dispute, claim, or controversy arising out of or relating to the Site or Services shall be resolved exclusively by final and binding arbitration.

Arbitration shall:

  • Be governed by the Federal Arbitration Act (FAA)
  • Be administered by JAMS or the American Arbitration Association (“AAA”) under the rules applicable to the nature of the dispute, including applicable consumer rules or minimum standards where required and commercial rules for business-to-business disputes
  • Be conducted before a single arbitrator
  • Take place exclusively in Warren County, Ohio (unless conducted remotely at the arbitrator’s discretion)
  • Permit reasonable discovery at the arbitrator’s discretion
  • Result in a written decision

The arbitrator may award only those remedies that would be available in court under the applicable Taxley agreements, subject to the limitation of liability in Section 15 for claims governed by that Section and the applicable limitations contained in the Terms of Engagement and Service-Specific Terms for claims arising from Professional Services, except where prohibited by law.

Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Delegation of Arbitrability. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration provision, including any claim that all or part of this provision is void or voidable.

Arbitration Fees and Costs. Each party shall bear its own attorneys’ fees and costs unless the arbitrator determines that applicable law requires otherwise or these Terms expressly provide for fee shifting. Administrative and arbitrator fees shall be allocated in accordance with the applicable arbitration rules, subject to the arbitrator’s authority to reallocate fees where permitted by law.

22.4 Class Action Waiver. To the fullest extent permitted by law, all disputes shall be conducted on an individual basis only.

You waive any right to:

  • participate in a class action,
  • participate in a collective action,
  • bring or join representative proceedings.

22.5 Small Claims Carveout. Either party may bring an individual claim in small claims court located in Warren County, Ohio, if the claim qualifies.

22.6 Waiver of Jury Trial. To the fullest extent permitted by law, each party knowingly and voluntarily waives any right to a trial by jury in any lawsuit, action, or proceeding arising out of or relating to the Site, Services, or these Terms.

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.

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.

24.3 Interpretation. These Terms shall be interpreted according to their plain meaning, context, and applicable law. To the extent permitted by law, no ambiguity shall be interpreted against a party solely because that party drafted or proposed the language.

25. No Waiver

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

26. Entire Agreement and Updates

These Terms, together with the Privacy Policy and any other terms expressly incorporated into these Terms, constitute the entire agreement governing general access to and use of the Site, Accounts, Content, public programming, complimentary consultations, and Taxley’s general technology features. Professional Services are additionally governed by the Terms of Engagement, applicable Service-Specific Terms, and applicable Engagement Materials, which together constitute the complete agreement governing the applicable Professional Service.

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.

Revisions apply prospectively unless applicable law and the governing agreement permit otherwise. Material changes affecting an existing Professional Services relationship will be subject to any notice or acceptance requirements stated in the applicable agreement or required by law.

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 Section applies only to voluntary general feedback, suggestions, reviews, and ideas submitted for Taxley’s consideration. It does not apply to tax information, financial information, intake materials, taxpayer records, portal communications, documents submitted for Professional Services, personal information governed by the Privacy Policy, or information subject to a confidentiality obligation.

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:

  • a physical or electronic signature of the copyright owner or a person authorized to act on the owner’s behalf;
  • identification of the copyrighted work claimed to have been infringed or, where multiple works are involved, a representative list of those works;
  • identification of the allegedly infringing material and information reasonably sufficient to permit Taxley to locate it, including the applicable URL or location;
  • your name, mailing address, telephone number, and email address;
  • a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, the owner’s agent, or law; and
  • a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

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

28. Contact

Questions about these Terms:
legal@taxley.com | 513.982.2800