Terms & Conditions

Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of the websites, platforms, products, programs, software, events, educational materials, memberships, communities, and services offered by Tax Ninja LLC, doing business as Tax Ninja USA and offering certain educational programs and products under the name Tax Ninja Freedom ("Tax Ninja," "Company," "we," "us," or "our").

These Terms apply to:

• www.taxninjausa.com;
• Tax Ninja USA landing pages and checkout pages;
• Tax Ninja Freedom registration pages;
• Tax Ninja Freedom webinars and workshops;
• the Tax Ninja Freedom Five-Day Intensive;
• the Tax Ninja Freedom Six-Month Private Program;
• Tax Ninja Freedom ebooks, workbooks, templates, downloads, and digital products;
• Tax Ninja Academy programs;
• tax software products and services;
• memberships, client portals, course portals, and online communities;
• appointments, consultations, qualification calls, group calls, and training sessions;
• SMS, email, telephone, social-media, and other communications; and
• any other product or service that links to or incorporates these Terms.

By accessing, registering for, purchasing, participating in, or using any of our products, programs, websites, platforms, or services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, do not use our websites, products, programs, software, or services.

Additional terms may apply to a specific product, program, professional engagement, payment plan, software license, application, or service. If there is a conflict between these general Terms and a signed service agreement or program agreement, the signed agreement will control for the subject matter it covers.

1. Eligibility and Authority

1.1 Minimum Age

You must be at least 18 years old and legally capable of entering into a binding agreement.

1.2 Business Authority

If you register, purchase, apply, or accept these Terms on behalf of a business or organization, you represent that you are authorized to bind that entity.

1.3 Accurate Information

You agree to provide accurate, complete, and current information when registering, purchasing, applying, scheduling, or communicating with us, and to update your information when it changes.

1.4 Account Security

You are responsible for maintaining the confidentiality of your credentials, preventing unauthorized access, and notifying us promptly of suspected unauthorized use. You may not share account credentials with unauthorized persons.

2. Description of Services

2.1 Tax Software Solutions

• Federal and state tax-preparation functionality
• Multi-state and multi-year filing capabilities
• Electronic filing tools
• Error checking and diagnostics
• Practice-management and document-management features
• Software updates and technical support

2.2 Tax Ninja Academy and Educational Services

• Tax Ninja Academy programs and online courses
• Tax software and business-development training
• Workshops, group coaching, and live or prerecorded instruction
• Certification or certificate programs
• Recorded lessons, templates, and workbooks

2.3 Tax Ninja Freedom Programs

• Free webinars and live workshops
• The Tax Ninja Freedom Five-Day Intensive (General Admission and VIP levels)
• The Tax Ninja Freedom Six-Month Private Program
• Private or group coaching, membership portals, and online communities
• Downloadable materials, implementation tools, and resource libraries
• Applications, qualification calls, and onboarding services
• Educational recordings and office hours

2.4 Digital Products

• Ebooks, workbooks, PDFs, templates, and checklists
• Assessment tools, calendars, and worksheets
• Videos, recordings, and digital courses
• Products such as the Tax Ninja Freedom or S.H.I.E.L.D. Starter Kit, where offered

2.5 Business Support Services

• EFIN-related guidance and revenue-share arrangements
• Business-development, marketing, and branding guidance
• Operational training and software support

3. Educational Nature of Tax Ninja Freedom Programs

3.1 Educational Purpose

Tax Ninja Freedom webinars, workshops, courses, programs, workbooks, templates, and communities are primarily educational. They are intended to help participants understand general tax-planning concepts, identify questions to discuss with qualified professionals, organize information, and coordinate professional conversations.

3.2 No Automatic Professional Relationship

Participation in a Tax Ninja Freedom program does not by itself create an accountant-client, tax-adviser-client, attorney-client, investment-adviser, insurance-adviser, fiduciary, or other licensed professional relationship. A separate signed engagement agreement may be required before individualized professional services are provided.

3.3 No Individualized Advice Unless Agreed Separately

General educational content is not a substitute for individualized tax, accounting, legal, investment, insurance, payroll, or financial advice. You should consult qualified professionals regarding your specific facts, eligibility, risks, obligations, and implementation decisions.

3.4 No Guaranteed Results

We do not guarantee tax savings, revenue or business growth, income, profitability, funding approval, or any other financial or business result. Results depend on many factors outside our control including your facts, eligibility, documentation, professional advice, applicable law, market conditions, and actions taken by third parties.

4. Tax Ninja Freedom Webinar and Workshop Terms

4.1 Registration

Registration may be processed through Tax Ninja systems, Zoom, GoHighLevel, LeadConnector, or another approved platform. You must provide accurate registration details.

4.2 Access Links

Webinar and workshop links are provided for the registered participant only. You may not publicly post access links, resell access, share unique join links, or permit unauthorized attendance.

4.3 Schedule Changes

We may change presenters, dates, times, platforms, session formats, or topics. When reasonably practicable, we will provide notice of material scheduling changes.

4.4 Attendance

You are responsible for joining on time, using a compatible device, maintaining internet access, and ensuring your contact information is accurate. We are not responsible for missed sessions caused by incorrect contact information, spam filtering, internet outages, device failures, or third-party platform problems.

4.5 Replays

Replay access, if offered, may be limited to registered participants, available for a limited period, or restricted by program level. Replay availability is not guaranteed unless expressly included in the applicable offer.

5. Program Recordings and Participant Contributions

5.1 Recording Notice

Webinars, workshops, classes, group calls, coaching sessions, office hours, and other program sessions may be recorded, capturing presenter and participant audio/video, names, chat messages, and other contributions. We will provide recording notice through the registration process, event platform, verbal announcement, or another appropriate method.

5.2 Participation Choices

If you do not wish to appear in a recording, keep your camera off, remain muted, avoid using your full name where permitted, and avoid posting identifying information in public chat.

5.3 Use of Recordings

Recordings may be used to provide replays, deliver course content, train future participants, maintain program archives, improve services, and create educational excerpts. We will not knowingly use an identifiable participant testimonial or endorsement in advertising without appropriate authorization.

6. Five-Day Intensive Terms

6.1 Program Levels

The Five-Day Intensive may be offered at General Admission, VIP, and other participation levels. The applicable sales or checkout page will describe the current inclusions.

6.2 Program Access

Access may include live sessions, membership portal and community access, workbooks, session replays, implementation tools, VIP sessions, and other specified benefits. You are responsible for reviewing the offer before purchasing.

6.3 Participation

You are responsible for attending sessions, completing assignments, downloading materials, reviewing notices, and obtaining professional advice when needed.

6.4 Program Modifications

We may make reasonable changes to teaching order, instructors, examples, worksheets, session format, technology, and delivery platform. We will not materially reduce purchased benefits without providing a reasonable substitute or remedy where required.

7. Six-Month Private Program Terms

7.1 Application Required

The Tax Ninja Freedom Six-Month Private Program is application-based. Submitting an application does not guarantee acceptance, qualification, enrollment, financing, or access to private services.

7.2 Qualification Process

We may consider business ownership, revenue, profitability, planning needs, document readiness, implementation capacity, and other relevant considerations. We may decline an application at our discretion, subject to applicable law.

7.3 Separate Agreement

Accepted participants may be required to sign a separate program agreement, engagement agreement, payment agreement, confidentiality agreement, or enrollment agreement covering scope, fees, deliverables, access, cancellation, and confidentiality.

7.4 Private Payment Process

Payment instructions are provided only after application, qualification review, acceptance, completion of required agreements, and approval of payment terms.

8. Digital Products, Ebooks, Workbooks, and Downloads

8.1 Digital Delivery

Digital products may be delivered through email, download link, membership portal, course platform, customer account, or another electronic method. You are responsible for providing a valid email address and maintaining access to your account.

8.2 Personal-Use License

Unless otherwise stated in writing, purchase grants you a limited, revocable, non-exclusive, non-transferable license to use the digital product for your own personal or internal business use.

8.3 Prohibited Uses

• Resell or redistribute the product
• Upload it to a public website or share with unauthorized users
• Reproduce it for commercial distribution or create competing products
• Remove proprietary notices or claim authorship
• Use it to train an artificial-intelligence model without permission
• Provide access as part of another paid service without written authorization

9. Software License and Usage

9.1 License Grant

Subject to payment and compliance with these Terms, Tax Ninja or the applicable software provider may grant you a limited, non-exclusive, revocable, non-transferable license to use the software for authorized internal business purposes.

9.2 Third-Party Software

Some software may be owned, hosted, or operated by third parties. Your use may also be subject to third-party license terms, privacy policies, acceptable-use rules, platform restrictions, and separate vendor agreements.

9.3 Restrictions

• No copying, modifying, reverse engineering, decompiling, or disassembling
• No bypassing security or accessing source code without authorization
• No sharing of unauthorized credentials or use of the software beyond the purchased license
• No uploading malware, scraping protected data, or using automated tools in violation of platform rules

10. Tax-Preparation and Professional Compliance

10.1 User Responsibility

Users who prepare tax returns or provide professional services are responsible for compliance with all applicable federal, state, and local laws, IRS rules, professional standards, licensing requirements, privacy requirements, and security obligations.

10.2 PTIN, EFIN, and Professional Credentials

Where applicable, users are responsible for obtaining and maintaining a valid PTIN, EFIN, professional licenses, business registrations, insurance, cybersecurity safeguards, written security policies, and other required authorizations.

10.3 Client Consent

Users are responsible for obtaining appropriate consent and authorization before collecting client information, entering client data into software, filing returns, using electronic signatures, or disclosing client information.

10.4 Accuracy

Unless Tax Ninja has expressly agreed in writing to prepare or review a return, users are solely responsible for return accuracy, client documentation, due diligence, filing deadlines, positions taken, signatures, and client communications.

11. Training Programs and Certifications

Training materials, course materials, lesson plans, recordings, assessments, templates, and certification resources are proprietary. To receive a certificate or certification, participants may be required to complete coursework, attend sessions, pass assessments, submit assignments, complete payment obligations, and meet conduct standards.

A Tax Ninja certificate or program completion designation does not by itself constitute a government license, IRS credential, state license, legal credential, accounting license, or authorization to provide regulated services.

12. Revenue Sharing Programs

12.1 Separate Agreements Control

Revenue-sharing arrangements may be governed by separate written agreements. If a separate agreement conflicts with this section, the separate agreement controls.

12.2 70/30 Arrangements

Where a 70/30 revenue-sharing structure is expressly offered, the user may receive 70% of eligible tax-preparation fees and Tax Ninja USA may retain 30%. Returns may require review or approval. Payments are subject to collection, chargebacks, refunds, reserves, and processing rules.

12.3 No-Revenue-Share Arrangements

Where a user retains 100% of fees, the user may be required to maintain an EFIN, is responsible for all compliance and review processes, and separate software or support fees may apply.

12.4 Deductions and Adjustments

We may deduct or offset chargebacks, refunds, disputed payments, fraudulent transactions, tax withholding, unpaid fees, processing fees, or other amounts authorized by agreement or law.

13. Fees and Payment

13.1 Pricing

Prices are shown on the applicable website, sales page, checkout page, order form, invoice, or enrollment agreement.

13.2 Payment Authorization

By providing payment information, you authorize us and our payment processors to charge the amounts disclosed at checkout or in the applicable agreement.

13.3 Payment Plans

Where a payment plan is offered, each installment is a separate payment obligation. Failure to participate does not automatically cancel future installments. Late or failed payments may result in suspension and all remaining amounts may become due.

13.4 Failed Payments

If a payment fails, we may retry the payment, request updated payment information, suspend access, assess an authorized late fee, refer the balance for collection, or exercise other contractual rights.

13.5 Taxes and Price Changes

You are responsible for applicable sales tax, use tax, transaction tax, withholding, reporting obligations, and other governmental charges. We may change future prices; changes will not retroactively alter a completed purchase.

14. Refunds, Cancellations, Credits, and Strategy Value Guarantee

14.1 General Refund Policy

Except where expressly stated in a written agreement, checkout disclosure, or the Strategy Value Guarantee below, all purchases are final and non-refundable. Failure to attend, participate, complete assignments, access materials, implement recommendations, use purchased services, or achieve a desired result does not create a right to a refund.

14.2 Digital Products

All sales of digital products are final and non-refundable. Digital products include, without limitation:

• Ebooks, PDFs, workbooks, templates, and checklists
• Assessments, calendars, and downloadable resources
• Recordings, digital courses, and portal resources
• The S.H.I.E.L.D. Starter Kit and other electronically delivered materials

Because digital products may be accessed, copied, downloaded, or used immediately after delivery, no refund will be provided once the purchase is completed, except where required by applicable law.

14.3 Five-Day Intensive

All purchases of the Tax Ninja Freedom Five-Day Intensive are final and non-refundable, including General Admission, VIP admission, upgrades, add-ons, order bumps, missed sessions, unused portal access, unused community access, unused recordings, and incomplete participation. A participant's inability or decision not to attend one or more sessions does not cancel the purchase or any remaining payment obligation.

If Tax Ninja cancels the entire Five-Day Intensive and does not provide a reasonable rescheduled date, substitute delivery, or comparable replacement, Tax Ninja may provide a refund, credit, or transfer at its discretion and as required by applicable law.

14.4 Six-Month Private Program Down Payment

The down payment required to enroll in the Tax Ninja Freedom Six-Month Private Program is ordinarily non-refundable. The down payment reserves program capacity, initiates onboarding, supports document review and analysis, and begins development of the participant's tax strategy plan. The only contractual exception to the non-refundable down-payment policy is the Strategy Value Guarantee described below.

14.5 Strategy Value Guarantee

Subject to all terms and eligibility requirements in this Section, Tax Ninja guarantees that the completed tax strategy plan prepared through the Six-Month Private Program will identify documented, good-faith projected tax-planning opportunities with an aggregate estimated tax benefit equal to at least three times the amount of the participant's down payment.

Required projected strategy value = three times the down payment actually paid by the participant. The guarantee is based on the amount of the down payment stated in the participant's applicable enrollment documents.

14.6 Meaning of Projected Tax Benefit

"Projected tax benefit" means the estimated federal, state, or local tax reduction, deferral, avoidance of preventable tax cost, or other measurable tax-related economic benefit reasonably associated with one or more planning opportunities identified in the completed strategy plan. All calculations must be based on information supplied by the participant, reasonable factual assumptions, applicable law at the time the plan is prepared, identified eligibility requirements, and the participant's stated business and financial circumstances.

14.7 What the Guarantee Does Not Promise

The Strategy Value Guarantee does not guarantee that the participant will actually realize any specific amount of tax savings. Actual results may differ because of failure to implement a strategy, incomplete or inaccurate information, changes in income or law, missed deadlines, insufficient documentation, failure to satisfy eligibility requirements, decisions made by the participant or outside professionals, tax-authority interpretations, or other circumstances outside Tax Ninja's control. The guarantee applies to the value of qualifying planning opportunities identified in the completed strategy plan. It is not a guarantee of a tax refund, tax-return result, audit outcome, investment performance, business performance, or cash received.

14.8 Participant Eligibility Requirements

To qualify for the Strategy Value Guarantee, the participant must:

1. Pay the required down payment and remain current on any payment obligations due before delivery of the strategy plan.
2. Complete all required onboarding forms, assessments, and authorizations.
3. Provide complete, accurate, and timely financial, tax, entity, payroll, ownership, and business information reasonably requested by Tax Ninja.
4. Provide requested documents by the applicable deadlines.
5. Disclose material facts that may affect eligibility or calculations.
6. Attend required discovery or strategy meetings, unless otherwise excused in writing.
7. Respond reasonably and timely to clarification requests.
8. Permit Tax Ninja a reasonable opportunity to complete and present the strategy plan.
9. Submit any guarantee request in accordance with Section 14.10.
10. Not materially withhold, misrepresent, or falsify information.

14.9 Determination of Strategy Value

Tax Ninja will provide a written strategy plan or accompanying value summary identifying the planning opportunity, relevant facts and assumptions, estimated tax benefit, applicable period, material eligibility requirements, required implementation actions, major dependencies or risks, and whether review or implementation by a qualified outside professional is required. Tax Ninja will not include speculative, unsupported, unavailable, or clearly inapplicable strategies merely to satisfy the guarantee threshold.

14.10 Guarantee Review and Refund Request

If the completed strategy plan identifies an aggregate projected tax benefit of less than three times the participant's down payment, the participant may submit a written guarantee request to [email protected] within 30 calendar days after delivery of the completed strategy plan. The request must identify the participant, identify the Six-Month Private Program enrollment, state that the request is being made under the Strategy Value Guarantee, and describe the concern regarding the calculation. Tax Ninja will review the request and complete its review within 30 calendar days after receiving a complete request and all reasonably necessary information.

14.11 Remedy if the Guarantee is Not Met

If, after review and any permitted correction or supplementation, Tax Ninja determines that the completed strategy plan does not identify qualifying projected tax benefits equal to at least three times the participant's down payment, Tax Ninja will refund the participant's down payment. The refund of the down payment is the participant's sole monetary remedy under the Strategy Value Guarantee.

Unless otherwise required by law or agreed in writing, the guarantee does not require a refund of third-party fees, payment-processing fees, filing fees, professional fees paid to outside advisers, travel expenses, software costs, implementation expenses, completed services outside the strategy-plan scope, or amounts paid for separate products or services.

Once the refund is issued: participation in the Six-Month Private Program may end; future unpaid installments will be canceled, unless they relate to separately completed services; portal and community access may be terminated; and the participant may not continue using confidential or proprietary implementation materials except as expressly authorized in writing.

14.12 No Refund Where Threshold is Met

No refund is due under the Strategy Value Guarantee when the completed strategy plan identifies qualifying projected tax benefits equal to or greater than three times the participant's down payment, even if the participant elects not to implement the strategies, implements only part of the plan, does not obtain approval from an outside adviser, later becomes ineligible, fails to meet documentation or timing requirements, realizes lower actual savings, or realizes no actual savings due to circumstances outside Tax Ninja's control.

14.13 Separate Professional Review and Implementation

Some strategies may require review, approval, documentation, filing, or implementation by a CPA, enrolled agent, attorney, payroll provider, benefits professional, financial adviser, insurance professional, plan administrator, or another qualified professional. Unless expressly included in a separate written agreement, fees charged by such professionals are not included in the Six-Month Private Program and are not refundable by Tax Ninja.

14.14 No Waiver of Applicable Law

Nothing in this refund policy limits any non-waivable right or remedy available under applicable law. Where applicable law requires a refund, cancellation right, or disclosure inconsistent with these Terms, the applicable law will control.

15. Membership Portals and Online Communities

15.1 Access

Membership and community access is limited to authorized users and may depend on registration, purchase, payment status, program level, acceptance, participation status, or compliance with these Terms.

15.2 Community Conduct

You agree not to harass, discriminate, threaten, impersonate, post unlawful content, post confidential client information, publish Social Security numbers, disclose another person's private information, solicit participants without permission, spam, upload malware, scrape member information, record others without authorization, misrepresent credentials, or interfere with community operation.

15.3 Moderation

We may remove content, issue warnings, restrict posting, suspend access, remove members, preserve evidence, report unlawful activity, or take other reasonable action.

15.4 Participant Statements

Views expressed by participants are their own. We do not necessarily endorse participant comments, recommendations, services, or claims.

16. User Content, Feedback, and Testimonials

You retain ownership of content you submit, subject to the licenses granted below. You grant us a limited license to host, store, copy, display, and process your content as reasonably necessary to operate the service, provide support, administer programs, facilitate communities, preserve records, improve services, and comply with law. If you voluntarily provide suggestions or feedback, you permit us to use it without obligation to compensate you, provided we do not disclose confidential information contrary to law or agreement. We will not use an identifiable testimonial, endorsement, name, image, or likeness in marketing without appropriate permission.

17. Intellectual Property

Tax Ninja and its licensors retain all rights in software, websites, trademarks, logos, course content, presentations, recordings, workbooks, ebooks, frameworks, templates, graphics, documents, community materials, curriculum, methods, scripts, designs, videos, code, and other intellectual property. "Tax Ninja," "Tax Ninja USA," "Tax Ninja Freedom," related logos, and associated marks may be trademarks, service marks, or proprietary brand identifiers. You may not use them without written authorization. No purchase transfers ownership of intellectual property.

18. Privacy and Data Protection

Our collection and use of personal information is described in our Privacy Policy. Users who collect or process client information are responsible for obtaining consent, protecting data, limiting access, maintaining security, complying with privacy laws, reporting incidents, using secure transmission methods, and complying with professional confidentiality rules. You must promptly notify us of suspected unauthorized access, compromised credentials, data loss, malware, client-data exposure, or misuse of our systems. Tax professionals are expected to maintain a written information security plan appropriate to their practice and the sensitivity of client data.

19. SMS and Text Messaging Terms

19.1 Consent

By expressly opting in, you agree to receive recurring SMS or text messages from Tax Ninja LLC, doing business as Tax Ninja USA and offering Tax Ninja Freedom programs, at the mobile number you provided. Consent to receive marketing text messages is not a condition of purchase.

19.2 Message Types

• Webinar and workshop registration confirmations and reminders
• Appointment and Five-Day Intensive updates
• Six-Month Program communications and client onboarding
• Document reminders, tax-preparation updates, and tax-software information
• Account updates, service notifications, customer support, and educational messages
• Promotional and marketing communications where permitted

19.3 Frequency and Charges

Message frequency may vary. Message and data rates may apply.

19.4 Opt-Out

You may opt out by replying STOP. We may send one confirmation message after your opt-out request. You will not receive further text messages unless you opt in again, except where a message is legally permitted or necessary to complete an active request.

19.5 Help

For assistance, reply HELP or contact [email protected] or (844) 366-1115.

19.6 Carrier Disclaimer

Wireless carriers are not liable for delayed or undelivered messages.

19.7 Mobile-Data Sharing

Mobile opt-in information and text-message consent will not be sold or shared with unrelated third parties for their own marketing or promotional purposes. Service providers may process mobile information only as necessary to provide messaging, support, security, customer-management, or related operational services.

20. Email Communications

By registering, purchasing, applying, or otherwise interacting with us, you may receive transactional emails, registration confirmations, program updates, account notices, appointment reminders, payment notices, educational communications, and promotional emails where permitted. You may unsubscribe from promotional emails through the unsubscribe link. Unsubscribing from marketing email does not prevent necessary administrative, transactional, legal, or service communications.

21. Acceptable Use

You may not use our websites, software, portals, communities, programs, or systems to violate law, infringe intellectual property, commit fraud, impersonate another person, access unauthorized data, transmit malware, send spam, harvest contact information, disrupt services, evade security, distribute confidential content, promote illegal tax schemes, make false professional claims, share client data unlawfully, misuse payment systems, or harm Tax Ninja, users, clients, or third parties.

22. Third-Party Services

We may rely on third-party providers including Zoom, GoHighLevel, LeadConnector, Stripe, Canva, cloud-storage services, email providers, SMS providers, tax-software providers, payment processors, scheduling tools, social-media platforms, and video-hosting platforms. Your use of a third-party service may be governed by that provider's own terms and privacy policy. We are not responsible for independent third-party acts, outages, data practices, policy changes, service discontinuation, account restrictions, or technical failures outside our reasonable control.

23. Service Availability and Modifications

Services are provided subject to availability. We do not guarantee uninterrupted or error-free operation. We may perform scheduled maintenance, emergency maintenance, upgrades, security changes, feature changes, content updates, or platform migrations. Where a material paid benefit is discontinued, we may provide a reasonable replacement, credit, or other remedy where required.

24. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR WEBSITES, SOFTWARE, PRODUCTS, PROGRAMS, MATERIALS, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY, AND RESULTS. WE DO NOT WARRANT THAT CONTENT IS ERROR-FREE, SERVICES WILL BE UNINTERRUPTED, EVERY STRATEGY WILL APPLY TO YOU, ANY PARTICULAR RESULT WILL OCCUR, OR ALL DEFECTS WILL BE CORRECTED. Some jurisdictions do not permit certain warranty exclusions, so some exclusions may not apply to you.

25. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TAX NINJA LLC, TAX NINJA USA, TAX NINJA FREEDOM, THEIR OWNERS, EMPLOYEES, CONTRACTORS, INSTRUCTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, TAX PENALTIES, TAX INTEREST, PROFESSIONAL FEES, THIRD-PARTY CLAIMS, OR OTHER SIMILAR LOSSES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY FOR A CLAIM WILL NOT EXCEED THE AMOUNT YOU PAID DIRECTLY TO US FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. Nothing in these Terms excludes liability that cannot legally be excluded.

26. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Tax Ninja LLC, Tax Ninja USA, Tax Ninja Freedom, and their owners, employees, contractors, instructors, affiliates, and service providers from claims, losses, liabilities, damages, judgments, costs, and expenses arising from your breach of these Terms, misuse of services, tax-preparation activities, professional services, violation of law, infringement of third-party rights, mishandling of client data, false or misleading statements, community conduct, unauthorized sharing of materials, or content you submit. We may assume control of the defense of a matter subject to indemnification, and you agree to cooperate.

27. Suspension and Termination

27.1 Termination by User

You may stop using our services at any time. Termination does not automatically eliminate amounts owed, installment obligations, confidentiality duties, intellectual-property restrictions, record-retention obligations, or other surviving terms.

27.2 Suspension or Termination by Tax Ninja

We may suspend or terminate access for breach of these Terms, nonpayment, fraud, abusive conduct, unlawful activity, security threats, intellectual-property violations, unauthorized sharing, professional misconduct, misuse of client data, platform abuse, or material risk to others.

27.3 Effect

Upon termination, access may end immediately, licenses may terminate, portal and community access may be revoked, outstanding fees remain due, unauthorized use must stop, and data handling will follow our Privacy Policy and applicable law.

28. Force Majeure

We will not be liable for delays or failures caused by events beyond our reasonable control, including natural disasters, severe weather, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, government action, regulatory change, labor disputes, utility failures, internet outages, cybersecurity incidents, platform outages, payment-network failures, tax-authority outages, supply shortages, or other force-majeure events.

29. Governing Law

These Terms will be governed by the laws of the State of New York, Kings County, without regard to conflict-of-law rules.

30. Dispute Resolution and Arbitration

30.1 Informal Resolution

Before filing a formal claim, the parties agree to attempt to resolve the dispute in good faith by written notice describing the dispute, relevant facts, requested relief, and contact information.

30.2 Arbitration

Except for claims that may legally proceed in small-claims court or claims seeking emergency injunctive relief, disputes arising from these Terms or the services will be resolved through binding individual arbitration administered by the American Arbitration Association under the applicable rules.

30.3 No Class Proceedings

To the extent permitted by law, disputes must be brought individually and not as a class action, collective action, consolidated action, representative action, or private-attorney-general action.

30.4 Arbitration Location

The arbitration will take place in Kings County, New York, unless the parties agree otherwise or applicable rules require another arrangement.

30.5 Fees

Arbitration fees will be allocated according to applicable law and the applicable arbitration rules.

31. Severability

If any provision is found invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain effective.

32. Waiver

Failure to enforce a provision does not waive the right to enforce it later. A waiver is effective only if made in writing by an authorized representative.

33. Assignment

You may not assign your rights or obligations without our written permission. We may assign these Terms in connection with a merger, sale, reorganization, financing, asset transfer, affiliate transaction, or similar business event.

34. Entire Agreement

These Terms, together with applicable privacy policies, program agreements, service agreements, checkout terms, software agreements, refund policies, fulfillment policies, order forms, and written addenda, constitute the agreement concerning the applicable product or service.

35. Changes to These Terms

We may update these Terms from time to time. The revised version will include an updated "Last Updated" date. Material changes may be communicated through website notice, email, account notice, portal notice, or another reasonable method. Your continued use after revised Terms take effect constitutes acceptance to the extent permitted by law.

36. Electronic Communications and Signatures

You consent to receive agreements, disclosures, notices, and records electronically. Electronic acceptance, typed signatures, checkboxes, click-through acceptance, and electronic signatures may have the same legal effect as handwritten signatures where permitted. You are responsible for retaining copies of important documents.

37. Survival

The following provisions survive termination where applicable: payment obligations, intellectual property, confidentiality, privacy and data protection, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, recordkeeping, license restrictions, and any provision that by its nature should survive.

38. Contact Information