TERMS OF USE

Updated January 4, 2024

Taxley, LLC, aka The Taxley Academy (“Taxley,” “we,” “us,” or “our”) welcomes you. We invite you to access and use our Sites, including, without limitation, taxley.com, edu.taxley.com, centsableclub.com, and/or 14dayrental.com (the “Sites”).

We provide visitors to our Sites (“Visitors”) access to the Sites subject to the following Terms of Use, which may be updated by us from time to time without notice to you. By browsing the public areas or by accessing and using the Sites, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to any of these terms, then please do not use the Sites.

Any user who registers with us (each, a “Registered User”) and wishes to purchase a program, product, or service through one of our Sites, is agreeing to the terms of this Agreement and the accompanying terms and conditions of their purchase with respect to such program, product, or service. In the event of any conflict between the terms of this Agreement and the terms and conditions of their purchase, the terms and conditions of their purchase shall control.

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

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

Description and Use of Our Sites

We provide Visitors and Registered Users with access to the Services as described below.

Visitors. Visitors, as the term implies, are people who do not register with us, but want to explore the Sites. No login is required for Visitors. Visitors can: (i) view all publicly-available content on the Sites; and (ii) email us.

Registered Users. Registered Users can do all the things that Visitors can do, and: (i) purchase products and services through one of our Sites; (ii) access exclusive content available only to Registered Users; (iii) create, access, manage, and update their own personal accounts on the Sites; (iv) post comments and other content on the Sites (collectively, “Registered User Content”); (v) sign up for our various programs; (vi) sign up for alerts and other notifications; and (vii) become part of the Taxley community.

Taxley is under no obligation to accept any individual as a Registered User and may accept or reject any registration in its sole and complete discretion. In addition, Taxley may deactivate any account at any time, including, without limitation, if it determines that a Registered User has violated these Terms of Use.

Community Guidelines

Taxley’s community, like any community, functions best when its users follow a few simple rules. By accessing and/or using the Sites, you agree to comply with these community guidelines (the “Community Guidelines”) and that:

You will comply with all applicable laws in your use of the Sites and will not use the Sites for any unlawful purpose;

  • You will not upload, post, email, transmit, or otherwise make available any content that:
  • infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
  • is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
  • discloses any sensitive information about another person, including that person’s email address, postal address, phone number, credit card information, or any similar information.
  • You will not “stalk,” threaten, or otherwise harass another person;
  • You will not spam or use the Sites to engage in any commercial activities;
  • If you post any Registered User Content, you will stay on topic;
  • You will not access or use the Sites to collect any market research for a competing business;
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • You will not interfere with or attempt to interrupt the proper operation of the Sites through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Sites through hacking, password or data mining, or any other means;
  • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Sites;
  • You will not use any robot, spider, scraper, or other automated means to access the Sites for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Sites for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
  • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
  • You will let us know about inappropriate content of which you become aware. If you find something that violates our Community Guidelines, please let us know, and we’ll review it.

We reserve the right, in our sole and absolute discretion, to deny you access to the Sites, or any portion of the Sites, without notice, and to remove any content that does not adhere to these Community Guidelines.

Restrictions

The Sites are only available for individuals aged 13 years or older. If you are 13 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.

Sign-in Name; Password; Unique Identifiers

During the registration process for Registered Users, we will ask you to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”).

When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Registered User, and sharing your access credentials with others (especially if they are using your credentials to access our proprietary Content (as defined below) is a material breach of this Agreement. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Sites using one or more of them.

You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action.

Payment and Fees

As consideration for any purchase you make on the Sites, you shall pay Taxley all applicable fees and taxes. We (or our third-party payment processor) shall authorize your credit card, bank account, or other approved payment facility you provided during the registration process for the full payment of the fees and any applicable taxes, and you hereby consent to the same. All payments will be charged and must be made in U.S. dollars.

Processing Fees: Payments made via credit card will be charged a processing fee of 3.5%.  Payments made as a result of using Coach Financing – https://coach.lending.online/taxley, our third-party financing platform, will be charged an 5.5% processing fee.  When paying by credit card and using financing from Coach Financing, the 3.5% credit card processing fee will be charged based on the total fee plus the 5.5% Coach Financing processing fee.

Example:  Program Fee is $9,999

  • plus Credit Card Fee: $10,348.97 = $9,999 x .035 (3.5%) = $349.97 + $9,999
  • plus Coach Financing Fee: $10,548.95 = $9,999 x .055 (5.5%) = $549.95 + $9,999
  • plus Coach Financing and Credit Card Fee: $10,918.16 = $9,999 x .055 (5.5%) = $549.95 + $9,999 = $10,548.95 x .035 (3.5%) = $369.21 + $10,548.95

You must provide current, complete, and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number, and expiration date) to keep your account current, complete, and accurate, and you must promptly contact us if your credit card is lost or stolen, or if you become aware of a potential breach of account security (such as an unauthorized disclosure or use of your Sign-In Name or Password).

You hereby authorize Taxley to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you hereby agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. You are advised to check with your bank and credit card issuer for details.

In the event you have agreed to an in-house, Company provided, payment plan you will be charged an administrative fee for each installment payment. There will be no penalty for paying the installment agreement in full earlier than required. 

All payment plans must be auto-debited from your payment method – ACH (online check) or credit/debit card, depending on processing availability.  A 3.5% processing will be charged for all credit/debit card payments, there is no processing fee for ACH payments.

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

If you have selected a payment plan and you miss a payment, your account status will be changed to “delinquent.” You will immediately lose access to your Program content and will not be able to participate in any aspect of the Program. To regain access, you will need to make your payment within ten (10) days to avoid late fees.  After thirty (30) days of non-payment, the payment plan will be terminated, and the Participant will be required to pay the full balance before gaining access to the program.

If your account remains in delinquent status for longer than sixty (60) days, the Company reserves the right to report any delinquent balance owed to a credit reporting bureau and/or collections agency subject to the Company’s sole discretion until the account is caught up and in good standing.

To be clear, payment plans are not the same as a subscription payment model that can be canceled or a “pay in part” scenario where you can pay only for access to certain sections and not others. When applicable, payment plans are offered for our full immersion programs, e.g. LaunchEA, ApprentEA, and ImpactEA, and if you’re on a payment plan it is simply a convenience that we offer to make the price affordable and reduce barriers to success.

Intellectual Property

The Sites contain material, such as videos, coursework, lesson plans, training modules, photographs, software, text, graphics, images, sound recordings, and other material provided by or on behalf of Taxley (collectively referred to as the “IP Content”).

The IP Content may be owned by us or third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, intellectual property, and other laws.

Visitors may view all publicly-available Content for their own personal, non-commercial use.

Registered Users who have purchased any:

Program:

  • Understands the Program contains proprietary content that is owned by the Company and/or its licensors and is protected by copyright, trademark, and other applicable intellectual property laws. Duplicating, sharing, or uploading any Program content, including to any sharing or social media sites is considered stealing, and the Company will prosecute such misconduct to the fullest extent permitted by law.
  • Unless explicitly authorized in this Agreement, you may not modify, copy, reproduce, republish, upload, post, transmit, rent, lease, loan, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Program.
  • May, from time to time, download and/or print one copy of individual pages of the Site for your personal, noncommercial use, provided that you keep intact all copyright, trademark, and other proprietary notices.
  • Other than as expressly set forth above, you have no other rights in or to the Content (other than your own Registered User Content that you post to the Sites), and you will not use the Content except as permitted under this Agreement. No other use is permitted without the prior written consent of Taxley. Taxley retains all right, title, and interest, including all intellectual property rights, in and to the Content. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website, social media page, or in a networked computer environment for any purpose is expressly prohibited.
  • When violating any part of this Agreement, your permission to access and/or use the Content and the Sites automatically terminates and you must immediately destroy any copies you have made of the Content.

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

The trademarks, service marks, and logos of Taxley (the “Taxley Trademarks”) used and displayed on the Sites are registered and unregistered trademarks or service marks of Taxley, LLC. Other company, product, and service names located on the Sites may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Taxley Trademarks, the “Trademarks”). Nothing on the Sites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by the Company in writing. All goodwill generated from the use of Taxley Trademarks inures to our benefit.

Elements of the Sites are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

Registered User Content + Licenses

As noted above, the Sites provide Registered Users the ability to post and upload Registered User Content. You expressly acknowledge and agree that once you submit your Registered User Content for inclusion into the Sites, it will be accessible by others, and that there is no confidentiality or privacy with respect to such Registered User Content, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT TAXLEY, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR REGISTERED USER CONTENT THAT YOU UPLOAD, POST, EMAIL, OR OTHERWISE TRANSMIT VIA THE SITES.

You retain all copyrights and other intellectual property rights in and to your own Registered User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your Registered User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised.

You also grant us and our sublicensees the right, but not the obligation, to use your Registered User Content, your Sign-In Name, name, likeness, and photograph in connection with any use of the related Registered User Content permitted by the previous sentence and/or to advertise and promote the Sites, Taxley, and our programs, products, and services. Without limiting the foregoing, you acknowledge and agree that uses of your Registered User Content, name, likeness, and photograph permitted by the foregoing rights and licenses may include the display of such Registered User Content, name, likeness, and photograph adjacent to advertising and other material or content, including for profit.

If you submit Registered User Content to us, each such submission constitutes a representation and warranty to Taxley that such Registered User Content is your original creation (or that you otherwise have the right to provide the Registered User Content), that you have the rights necessary to grant the license to the Registered User Content under the prior paragraph, and that it and its use by Taxley and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.

Unsolicited Submissions + Communications with Us

We and our employees do not accept, review, or consider any unsolicited ideas, suggestions, works, materials, proposals, or content, including for books, stories, articles, scripts, fan fiction, animations, shows, classes, ad campaigns, promotions, products, services, product names, content, or other creative materials (collectively “Unsolicited Submissions”). Please do not send or provide us any Unsolicited Submissions in any form. It is our company policy to delete any such Unsolicited Submission without reading it.

The purpose of this Section is to avoid potential misunderstandings or disputes when our programs, products, services, or content might seem similar to an Unsolicited Submission you provided to us. If, despite our request that you not send us your Unsolicited Submissions, you still submit them, then regardless of what your correspondence says, the following terms will apply to your Unsolicited Submissions.

  • You acknowledge that no fiduciary or confidential relationship now exists between you and us, and you further acknowledge that no such relationships are established between you and us by reason of your submission of any Unsolicited Submissions.
  • You acknowledge that materials (or portions thereof) developed, created, acquired, licensed, or otherwise obtained by us, or third-party materials to which we have had access, may be similar or identical to the Unsolicited Submission (or portions thereof) in theme, idea, plot, format, and/or other respects. You agree that you will not be entitled to any compensation because of the use of any such similar or identical material. In this connection, you hereby release and absolutely and forever discharge us of and from any and all claims, damages, legal fees, costs, expenses, debts, actions, and causes of action of every kind and nature whatsoever, whether now known or unknown, suspected or unsuspected, asserted or unasserted, which you now have, or at any time heretofore ever had or which you may have in the future, against us which in any way arise out of or in connection with any such similar or identical material.
  • Although we encourage you to email us feedback and questions about our existing products and services, we do not want you to, and you should not, email us any content that contains confidential information. In addition, any such feedback and questions you send to us will be deemed non-confidential and not proprietary, and we shall be free to use and redistribute them on an unrestricted basis without compensation or attribution to you.

No Warranties; Limitations of Liability

THE SITES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE SITES WILL OPERATE ERROR-FREE OR THAT THE SITES, THEIR SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION (I) RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SITES OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SITES OR THE CONTENT SHALL BE LIMITED TO THE FEES YOU HAVE PAID US IN CONNECTION WITH ANY PURCHASES YOU HAVE MADE FROM US DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

THE SITES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE SITES. THE SITES MAY CONTAIN INFORMATION ON CERTAIN PROGRAMS, PRODUCTS AND SERVICES, NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT OR SERVICE ON THE SITES DOES NOT IMPLY THAT SUCH PROGRAM, PRODUCT OR SERVICE IS OR WILL BE AVAILABLE IN YOUR LOCATION. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SITES AT ANY TIME WITHOUT NOTICE.

External Sites

The Sites may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.

We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from any website in order to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

Disclosures + Disclaimer

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

When addressing Program lessons and providing other guidance on our Sites, videos, newsletters, Programs, or other content, we’ve taken all reasonable efforts to ensure that we accurately represent our programs and their potential to have a positive impact on your career.

However, the Company does not guarantee that you will get any results or earn any money using any of our ideas, tools, strategies or recommendations, and nothing in the Program, Content, or our Sites is a promise or guarantee to you of future career opportunities or earnings.

YOU EXPRESSLY AGREE THAT YOUR USE OR INABILITY TO USE THE PROGRAM IS AT YOUR SOLE RISK. By purchasing access to our programs, products, or services, you accept, agree, and understand that you are fully responsible for your progress and results from your participation and that we offer no representations, warranties, or guarantees verbally or in writing regarding your earnings, savings, marketability, career status, professional performance, or results of any kind.

You alone are responsible for your actions and results, which are dependent on personal factors including, but not necessarily limited to, your skill, knowledge, ability, dedication, professional savvy, network, and financial situation, to name just a few. You also understand that any testimonials or endorsements by our customers or audience represented on our programs, Sites, content, landing pages, sales pages, or offerings have not been scientifically evaluated by us and the results experienced by individuals may vary significantly. Any statements outlined on our websites, programs, Content, and offerings are simply our opinion and thus are not guarantees or promises of actual performance. We offer no legal, medical, psychological, or financial advice.

Some of the Site links contain third-party affiliate links that allow us to earn a commission based on your purchases from these third-party sites. It would be safe to assume that we earn a commission on all links so you don’t feel mislead.  We do our best to only link to third parties we know and trust.

The Sites are not designed to offer legal advice. They are designed to provide education, so you can begin to ask the right questions, do your own research, alert you to issues and encourage you to think and plan.

Some of the information you access may be outdated, as tax laws change quickly.

When necessary, please engage the services of a competent tax professional. We encourage Visitors and Registered users seek guidance from professionals who know your situation well.

Representations, Warranties, + Indemnification

(a) If you are a Registered User, you hereby represent, warrant, and covenant that:

  • You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your Registered User Content and any other works that you incorporate into your Registered User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
  • Use of your Registered User in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
  • You shall not submit to the Website any Registered User Content that violates our Community Guidelines set forth above or any other term of this Agreement.

(b) You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content or the Sites; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

Compliance with Applicable Laws

The Sites are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Sites or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

Termination of the Agreement

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Sites, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Sites at any time without prior notice or liability. The following sections shall survive any termination of this Agreement: “Fees and Payment” (until you pay all fees and taxes due hereunder), “Intellectual Property,” “Registered User Content; Licenses,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Representations; Warranties; and Indemnification,” “Termination of the Agreement,” “Controlling Law,” “Binding Arbitration,” “Class Action Waiver,” “Equitable Relief,” and “Miscellaneous.”

Digital Millennium Copyright Act

Taxley respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

Taxley, LLC
4555 Lake Forest Dr. Ste. 650
Blue Ash, OH 45242
legal@taxley.com

If you believe that your work has been copied on the Sites in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Sites where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and email address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Controlling Law

This Agreement and any action related thereto will be governed by the laws of the State of Ohio without regard to its conflict of laws provisions.

Binding Arbitration

In the event of a dispute arising under or relating to this Agreement, the Content, or the Sites (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”).  Any election to arbitrate, at any time, shall be final and binding on the other party.

IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION.  ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.

All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules www.adr.org and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com.

Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside.

The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 18 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Equitable Relief

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

Miscellaneous

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.