Terms of service

NinjaPOD Merchant Terms of Service

Effective date: October 8, 2026

1. Acceptance and Scope

1.1 Parties. This Merchant Terms of Service (the "Agreement") is a binding contract between Ninja Transfers, LLC, a Pennsylvania limited liability company doing business as Ninja Print On Demand and NinjaPOD ("NinjaPOD", "we", "us", "our"), and the person or entity that creates or uses a NinjaPOD account ("you", "your", "Merchant"). NinjaPOD is a brand of Ninja Transfers, LLC, not a separate legal entity.

1.2 How you accept. You accept this Agreement by doing any of the following: (a) clicking "I agree" or a similar control when you create an account or when we present updated terms; (b) accessing or using the Services; or (c) publishing a Product, connecting a Sales Channel or opening a Hosted Store. If you accept for a company or other entity, you represent that you are authorized to bind it, and "you" includes that entity.

1.3 Incorporated documents. The following documents are part of this Agreement. If they conflict, the earlier item in this list controls:

1. this Agreement;
2. the Content Standards;
3. the Intellectual Property Policy;
4. the Privacy Policy;
5. any program, feature or Hosted Store terms we publish in the Services; and
6. for payouts, the Stripe Connected Account Agreement and the Stripe Services Agreement.

1.4 Changes to this Agreement. We may change this Agreement at any time by posting the revised version in the Services and updating its effective date. For material changes we will give at least 30 days' notice by email or in the app before the change takes effect. Changes required by law, or needed to address a security, fraud or legal risk, may take effect immediately. Continued use of the Services after the effective date, or clicking to accept the revised terms, is acceptance. If you do not agree, stop using the Services and close your account before the effective date.

1.5 Shoppers. People who buy from your Hosted Store ("Shoppers") are not parties to this Agreement. They are bound by the policies you publish in your store and by any shopper-facing terms NinjaPOD posts. This Agreement governs you.

1.6 Electronic contracting. You agree to contract with us electronically and that electronic records of your acceptance, orders and notices satisfy any legal requirement that they be in writing.

2. Definitions

Capitalized terms have the meanings below wherever they appear in this Agreement.

Term

Meaning

Services

The NinjaPOD application, website, design tools, product catalog, mockup generator, Sales Channel integrations, Hosted Stores, order routing, production, fulfillment, billing and payout features, and related support.

Merchant Content

Everything you or your Team Members upload, create, enter or publish through the Services: artwork, photographs, text, logos, store names, product titles and descriptions, policies, and Personalization Content.

Design

A Merchant Content file or composition placed on a Catalog Product through the Services.

Catalog Product

A blank product NinjaPOD offers for printing (style, color and size), as listed in the catalog at the time of an Order.

Product

A Design applied to one or more Catalog Products and offered for sale by you.

Sales Channel

A third-party platform you connect to the Services, such as Shopify, Etsy or WooCommerce.

Hosted Store

A storefront NinjaPOD hosts for you at a NinjaPOD-controlled address.

Shopper

A person who views or buys from your Hosted Store or from a Product you sell through a Sales Channel.

Order

A request to produce and ship one or more Products, whether created by you, imported from a Sales Channel, or placed by a Shopper in a Hosted Store.

Production Charges

The amounts you owe NinjaPOD for an Order: production, shipping, handling and applicable taxes at the rates in effect when the Order is submitted.

Earnings

For Hosted Store Orders, the amount Shoppers paid less Production Charges, taxes collected and remitted, refunds, chargebacks, fees and adjustments, as calculated in section 13.

Payout Account

The Stripe connected account you open through the Services to receive Earnings.

Policies

The Content Standards, the Intellectual Property Policy, the Privacy Policy and any other policy incorporated under section 1.3.

Fulfillment Partner

NinjaPOD's affiliates and third-party facilities that print, produce, pack or ship Orders on NinjaPOD's behalf.

Personalization Content

Text, images or choices a Shopper adds to a Product at checkout.

AI Tools and Generated Artwork

The artwork-generation features NinjaPOD provides in the Services, and the artwork newly created with them.

Team Member

Any person you invite to or allow to act in your account.

3. Eligibility and Accounts

3.1 Who may use the Services. You must be at least 18 years old, able to form a binding contract, and using the Services for business purposes. You may not use the Services if you are located in, or are a resident or national of, a country or region subject to comprehensive U.S. sanctions, or if you are on any U.S. or other applicable restricted-party list.

3.2 Account information. You must provide accurate, complete and current information when you register and keep it updated, including your legal name, business name, contact email, address, tax information and payment method. We may suspend or close accounts with information we cannot verify.

3.3 Verification. We may require identity, business, licensing or tax documentation at any time, including before you publish a Hosted Store, receive Earnings or exceed order thresholds. We may suspend features until verification is complete.

3.4 One account and related accounts. Unless we agree otherwise in writing, you may hold one account. You may operate more than one Store within it. Creating additional accounts to avoid a suspension, a review decision, a fee, a reserve or a limit is prohibited, and all such accounts may be closed. Any action we take under this Agreement may be extended to accounts we reasonably believe are related to yours through a shared identity, payment method, Payout Account, address, device or content.

3.5 Credentials and security. You are responsible for keeping your login credentials confidential, for enabling the security features we offer, and for all activity under your account, whether or not you authorized it. Notify us immediately at support@ninjaprintondemand.com of any unauthorized access.

3.6 Team Members. You may invite Team Members and assign them roles. You are responsible for their acts and omissions as if they were your own, for keeping their access current, and for removing them when they leave. Each Team Member must also accept this Agreement to use the Services.

3.7 No impersonation. You may not register with a false identity, use a name or brand you have no right to use, or hold your account out as belonging to another person or business.

3.8 Our access. You authorize NinjaPOD and its support staff to access your account, stores, designs and orders to provide support, investigate suspected violations, respond to legal process and operate the Services. Such access is logged.

3.9 No transfer. Accounts are not transferable. A change of control of your business must be reported to us; we may require re-verification and re-acceptance of this Agreement.

3.10 Account ownership disputes. If more than one person claims control of an account or store, NinjaPOD will decide who controls it, in its sole judgment, using the registered account owner, the verified email address, business formation and tax documents, and payment records. We may freeze the account or store, suspend payouts and require identity documents while a dispute is open, and may require a court order or a written agreement between the claimants before acting. Our decision is final, and we are not liable for the outcome.

4. The Services

4.1 What we provide. NinjaPOD provides tools to create Designs, apply them to Catalog Products, publish Products to Sales Channels or a Hosted Store, receive Orders, and have those Orders produced and shipped by NinjaPOD and its Fulfillment Partners. We also provide billing and, for Hosted Stores, payment collection and payouts.

4.2 Our role. NinjaPOD is a technology, production and fulfillment provider. We are not your partner, joint venturer, agent (except as the limited payment collection agent described in section 13), employer, or the seller of your Products. You decide what to sell, to whom, and at what price.

4.3 Catalog. We may add, change or discontinue Catalog Products, colors, sizes, print methods, specifications and prices at any time. Where a Catalog Product used in a published Product is discontinued, we may substitute a comparable product for pending Orders, or cancel them, and will try to tell you first.

4.4 Availability and changes. We work to keep the Services available but do not guarantee uninterrupted or error-free operation. We may modify, limit, suspend or discontinue any feature at any time. Features marked beta, pilot, preview or similar are provided for evaluation and may change or be withdrawn without notice.

4.5 Limits. We may set and change limits on stores, products, designs, orders, storage, API calls and other usage, and may throttle or block activity that exceeds them or that threatens the stability or security of the Services.

4.6 Third-party services. The Services rely on third parties, including Sales Channel platforms, Stripe, shipping carriers and the design studio. Their services are subject to their own terms, and we are not responsible for their availability, actions or changes.

4.7 Monitoring. We may monitor use of the Services, including Merchant Content, Orders and account activity, to operate the Services, enforce this Agreement and comply with law. We are not obligated to monitor.

5. Your Content and Designs

5.1 You own your content. You keep all ownership rights you hold in Merchant Content. Nothing in this Agreement transfers those rights to NinjaPOD.

5.2 License to NinjaPOD. You grant NinjaPOD and its Fulfillment Partners a worldwide, non-exclusive, royalty-free, transferable and sublicensable license to host, store, copy, reformat, resize, recolor, adapt, create mockups and previews of, display, print, reproduce, distribute and transmit Merchant Content as needed to: (a) provide the Services; (b) produce, package and ship Orders; (c) display your Products and store to Shoppers; (d) provide support, investigate complaints and comply with law; and (e) keep records. The license includes automated and AI-assisted analysis of Merchant Content, including images, for content review, safety, fraud and intellectual-property detection, and for improving those tools. This license continues after termination for Orders already placed, for records we must keep, and for any use you authorized before termination.

5.3 Promotional use. You grant NinjaPOD a non-exclusive, royalty-free license to display your store name, store branding and Product images in NinjaPOD's marketing, case studies, galleries and social media, and to identify you as a NinjaPOD merchant. If you ask us in writing at support@ninjaprintondemand.com to stop featuring your store, we will honor the request for new uses within 10 business days; materials already published may remain.

5.4 Your promises about your content. For all Merchant Content you represent and warrant that:

1. you own it or hold all rights, licenses, consents and releases needed to use it, and to grant the licenses in this section, for the commercial sale of Products;
2. it does not infringe or misappropriate any copyright, trademark, trade dress, patent, right of publicity, privacy right, moral right or other right of any person;
3. it complies with this Agreement, the Policies and all applicable laws;
4. every identifiable person in it has given written consent to the commercial use of their name, image and likeness, and for a minor, a parent or guardian has;
5. product titles, descriptions, images and claims are accurate and not misleading; and
6. it contains no malware or code intended to interfere with the Services.

5.5 No pre-screening obligation. We do not review Merchant Content before you upload it. We may review it at any time under section 6. A review, an approval, or the fact that we printed something before is not a legal opinion, a warranty of compliance, or a waiver of any right. You remain responsible for your content.

5.6 Personalization Content. You are responsible for content Shoppers add at checkout as if you created it. You must review it before an Order is submitted, and you may not submit personalization that violates this Agreement or the Policies. Where the Services ask you to approve or reject Personalization Content, you must do so within 72 hours of the Order; otherwise the Order is cancelled and the Shopper refunded under section 11.1.

5.7 AI Tools and Generated Artwork. Generated Artwork may be used only to design, order and sell Products produced and fulfilled through NinjaPOD. You may not extract, download, copy, distribute, sell or license Generated Artwork as a standalone digital asset, or provide it or a modified version to another printing or fulfillment service, without our prior written permission. Generated Artwork may not be unique or eligible for copyright protection; you are responsible for reviewing it before use. We may filter, decline or log prompts and outputs. Third-party AI providers' terms may also apply.

5.8 Fonts, stock and third-party assets. You are responsible for holding commercial-use licenses for every font, stock image, template, clip-art element and other third-party asset in your Merchant Content.

5.9 Backups. Keep your own copies of Merchant Content. We are not responsible for loss, corruption or deletion of content.

5.10 Moral rights. To the extent permitted by law, you waive, and agree not to assert against NinjaPOD, any moral rights in Merchant Content for the uses licensed here.

5.11 Removal. We may remove, hide, disable or refuse to print any Merchant Content at any time, with or without notice, if we believe it violates this Agreement, the Policies or the law, or creates legal, brand or safety risk.

6. Content Standards and Review

6.1 The Content Standards apply. All Merchant Content, Products, store branding and store policies must comply with the Content Standards, which use a stoplight system: Red Light content will not be printed or published, Yellow Light content may be printed only after our review and may require changes, and Green Light content will be printed. We may update the Content Standards at any time. The ultimate decision on whether content meets them rests with NinjaPOD.

6.2 Review before a Hosted Store goes live. Before a Hosted Store is published to the public, NinjaPOD will review its branding, policies and Products. We use automated tools, including AI-assisted analysis that assigns a confidence rating under the license in section 5.2, together with human review. We may approve the store, request changes, or decline it. Publishing is conditional on approval. We do not guarantee a review timeframe.

6.3 Ongoing review. We may review any Merchant Content at any time, including each Product you publish after approval. A Product may be held from publication, and an Order may be held from production, pending review.

6.4 What we may do. If we determine, in our sole judgment, that content violates or may violate this Agreement, the Policies or the law, or creates legal, safety or brand risk, we may do any of the following, with or without notice: refuse to print or ship; hold, cancel or refund Orders; hide, unpublish or remove content; require changes before publication; suspend or unpublish a store; suspend or terminate your account; withhold or forfeit Earnings from Orders connected to the content and apply them as section 21.4 provides; and report the content to rights holders or authorities.

6.5 Approval is not endorsement. An approval, a confidence rating, or our decision to print a Product is not legal advice, a warranty that the content is lawful or non-infringing, or an endorsement. We may reverse an approval at any time. You remain solely responsible for your content.

6.6 Content that is never permitted. Content that encourages, glorifies or calls for violence against people or groups, or that constitutes hate speech, will be declined without exception. These decisions are not subject to appeal.

6.7 Hosted Store standard. Because Hosted Stores appear at NinjaPOD-branded addresses, we may apply a stricter standard to them than the Content Standards require elsewhere, and may decline content for a Hosted Store that we would print for a Sales Channel.

6.8 Appeals. Except under section 6.6, you may appeal a review decision once, within 30 days, through the Services or by writing to support@ninjaprintondemand.com. Include the reason you believe the decision was wrong and any licenses, authorizations or other documents that support it. We will tell you the outcome. Our decision on an appeal is final.

6.9 Cooperation. If we ask you to substantiate your rights to content, you must respond within 5 business days with proof. If you do not, we may treat the content as violating.

6.10 Repeat violations. Repeated or serious violations may result in termination of your account, forfeiture of Earnings connected to violating Orders, and refusal of service to related accounts.

7. Intellectual Property Compliance

7.1 The IP Policy applies. You must comply with the Intellectual Property Policy, including its notice, counter-notice and repeat-infringer procedures. NinjaPOD's designated agent for copyright and trademark notices is listed there (currently Stradley Ronon Stevens & Young, LLP, 30 Valley Stream Parkway, Malvern, PA 19355, trademarks@stradley.com), the same agent named in the Ninja Transfers User Agreement.

7.2 Creating it does not make it yours to sell. Designing something yourself does not give you the right to sell it. Brand names, logos, slogans, characters, team and league marks, celebrity likenesses, song lyrics, film and game imagery, and "inspired by" or fan-art versions of them are protected and may not be used without a license. Parody and fair use rarely apply to merchandise sold for profit; do not rely on them.

7.3 Product text counts. Trademarks in a product title, description, tag, store name, store address or collection name violate this section even when the artwork is original.

7.4 Licensed programs. If your Products use marks that are licensed through a program (for example fraternity and sorority marks, collegiate marks, sports leagues or entertainment properties), you must hold a valid license in your own name, comply with every licensor requirement (including hang tags, holograms, royalty reporting and design approval), and provide proof of the license to us on request or before publication. We may hold Products that appear to use program marks until proof is provided, and we may decline to produce licensed goods that we cannot fulfill in compliance with the licensor's requirements.

7.5 Rights-holder notices. When we receive a notice that content infringes, we may remove or disable the content and hold related Orders without first contacting you. We will notify you and tell you how to respond where the law and the circumstances allow. We may disclose your name, business name and contact details to a rights holder who submits a notice about your content, and to the person you name in a counter-notice.

7.6 IP Registry. Brand owners may record registered trademarks and copyrights with NinjaPOD. We may use recorded marks in our review tools to identify potentially infringing content. Recording a mark does not obligate us to find every use of it.

7.7 Repeat infringers. We will terminate the accounts of repeat infringers in appropriate circumstances, may refuse service to related accounts, and may report infringement to rights holders and authorities.

7.8 Our marks. NinjaPOD, Ninja Print On Demand, Ninja Transfers and our logos are our marks. You may not use them, or anything confusingly similar, in a store name, store address, product, domain, search keyword, advertisement or social-media handle, or in any way that suggests we are the seller of your Products, except for a "Powered by NinjaPOD" mark or other attribution we provide and permit.

7.9 Your reports. If you believe someone on NinjaPOD is infringing your rights, use the procedure in the Intellectual Property Policy. False or bad-faith reports may result in liability to the person reported and termination of your account.

8. Prohibited Uses

You may not use the Services, or allow anyone else to use them through your account, to do any of the following:

1. violate any law, regulation or court order, or help anyone else do so;
2. infringe or misappropriate anyone's intellectual property, publicity or privacy rights;
3. create, publish or sell content that the Content Standards classify as Red Light, or Yellow Light content we have declined;
4. harass, threaten, defame, dehumanize or discriminate against any person or group, including on the basis of race, ethnicity, national origin, religion, sex, gender identity, sexual orientation, age or disability;
5. sell or promote counterfeit goods, or goods that misrepresent their origin, materials, certifications or licensing;
6. make false, deceptive or unsubstantiated claims about a Product, including health, safety, medical or environmental claims, or claims that a Product is licensed, official or endorsed when it is not;
7. use deceptive design in a store or listing, including false urgency or scarcity, fabricated reviews or social proof, hidden or misstated prices or recurring terms, or obstructed cancellation;
8. steer Shoppers of a Hosted Store to pay outside the store, or complete a Hosted Store sale off the platform;
9. resell blank Catalog Products, or use the Services to source undecorated goods;
10. sell Products intended for children that do not meet applicable safety, labeling and testing requirements, or make Products for a regulated use without complying with the rules for that use;
11. use Shopper data for any purpose other than fulfilling and supporting their Orders, or send marketing to Shoppers without lawful consent;
12. submit false or misleading information to NinjaPOD, including in reviews, appeals, verification or licensing proof;
13. create fake orders, reviews, ratings or traffic, or manipulate reviews, rankings, analytics or payouts;
14. open additional accounts to avoid a suspension, review decision, fee, limit or reserve;
15. scrape, crawl, harvest or copy the Services, catalog data, mockups or other users' content, or use bots or automation other than through interfaces we provide;
16. reverse engineer, decompile or attempt to derive the source code of the Services, or probe, scan or test their vulnerability without written permission;
17. upload malware, or interfere with or disrupt the Services, other users, or the networks that carry them;
18. resell, sublicense, white-label or provide the Services to third parties except by selling Products as this Agreement allows;
19. use Generated Artwork outside NinjaPOD as described in section 5.7;
20. transact with, or ship to, a person or place subject to sanctions or export controls; or
21. use the Services in a way that damages NinjaPOD's reputation, brand or relationships with Fulfillment Partners, carriers, payment processors or Sales Channel platforms.

We may investigate any suspected violation, and we may act under sections 6.4 and 18 whether or not the conduct is listed above.

9. Sales Channels and Third-Party Platforms

9.1 Connecting a channel. When you connect a Sales Channel you authorize NinjaPOD to access that platform on your behalf, including to publish and update listings, read orders and customer shipping details, update fulfillment and tracking, and manage inventory, using the credentials or tokens the platform issues. You may disconnect at any time; Orders already received will still be fulfilled and billed.

9.2 Platform terms. Your use of each Sales Channel is governed by that platform's terms, policies and fees. You are responsible for complying with them and for any action the platform takes against your account or listings. We are not responsible for a platform's availability, changes, fees, suspensions, delistings or data practices.

9.3 Seller of record. For Sales Channel Orders you are the seller of record. You are responsible for your listings, prices, customer communications, returns, refunds, taxes and consumer-law compliance on that platform.

9.4 Listing content. We publish listing content generated from your Products. If you edit a listing on the platform, the platform version controls what Shoppers see, and we are not responsible for differences between it and your Product in NinjaPOD. Republishing from NinjaPOD may overwrite platform edits.

9.5 Sync limits. Inventory, price and status synchronization depends on the platform and may be delayed, rate-limited or incomplete. You are responsible for checking that listings are accurate before and after publication.

9.6 Orders from channels. An Order imported from a Sales Channel is your Order to NinjaPOD. Production Charges are billed to you under section 12 regardless of what the Shopper paid you or whether the platform has paid you.

9.7 Suspension of integrations. We may suspend or end an integration at any time, including when a platform changes its terms or API, or when required to protect the Services.

10. Hosted Stores

10.1 What a Hosted Store is. A Hosted Store is a storefront NinjaPOD hosts for you at an address we control, currently in the form stores.ninjapod.com/your-store-name. Hosted Stores are subject to review under section 6 before they go live and at any time after. Availability of Hosted Stores may be limited, and features may be offered as a pilot.

10.2 Store address. Store names, slugs and addresses belong to NinjaPOD and are licensed to you for the term of this Agreement. You acquire no ownership or trademark rights in an address by using it. We may change, reclaim or reassign an address, with notice where practical, including for a trademark or naming conflict, a reserved or misleading name, inactivity, brand risk, or technical reasons. Custom domains are not offered; if we offer them later, additional terms will apply.

10.3 You are the seller. You are the seller and merchant of record for everything sold in your Hosted Store. You set prices, write listings, and are responsible to Shoppers for the sale, including required disclosures, consumer cancellation and refund rights, warranties, product labeling and claims, and complaints. NinjaPOD is your production and fulfillment provider and your limited payment collection agent (section 13), and is not a party to the sale.

10.4 Store policies. Before your store goes live you must publish terms of sale, a returns policy, a shipping policy, a privacy policy and contact details. We provide starter text; you are responsible for the accuracy of what you publish. Your policies must not conflict with this Agreement or the Policies, and must not promise anything NinjaPOD does not provide, including returns to NinjaPOD, refunds NinjaPOD will fund, or delivery times NinjaPOD has not quoted. Your terms of sale must include a release of NinjaPOD and its Fulfillment Partners from Shopper claims arising from the sale, and must not restrict NinjaPOD's right to hold, cancel or refund an Order under this Agreement; any term that conflicts with this Agreement is void as against NinjaPOD.

10.5 Branding. Your store must present your own name and marks and must not state or imply that NinjaPOD or Ninja Transfers is the seller. We may display a "Powered by NinjaPOD" mark, legal links and notices required by law or by our payment processor, and you may not remove or obscure them.

10.6 Products and prices. Only Products created through the Services may be sold in a Hosted Store. If a Product's retail price is below the Production Charges in effect when a Shopper orders, we may hold or cancel the Order, and any shortfall is your responsibility under section 13.6.

10.7 Shopper data. We collect Shopper names, contact details, addresses, payment status and order details on your behalf to process and deliver Orders. You may use that data only as section 16 allows.

10.8 Shopper communications. We send transactional emails to Shoppers on your behalf, using your store name and your support address for replies, for order confirmation, shipping, cancellation and refund events. You are responsible for answering Shopper inquiries promptly and honestly, and for any marketing you send.

10.9 Pausing, suspension and removal. You may pause your store at any time. We may pause, unpublish, suspend or remove a Hosted Store, or any Product in it, at any time under sections 6.4 and 18, and where required by a legal demand, a payment-processor rule, fraud indicators, excessive refunds or chargebacks, or a risk to NinjaPOD's brand. Orders already accepted may still be fulfilled or may be cancelled and refunded at our discretion.

10.10 Fees. We currently charge no hosting fee for Hosted Stores and do not pass payment-processing fees through to you. We may introduce or change fees with at least 30 days' notice; continued use after the effective date is acceptance.

10.11 Inactivity. We may unpublish a Hosted Store that has had no Orders and no merchant activity for 12 months, with notice to your account email.

10.12 Shopper-facing terms. You authorize NinjaPOD to present shopper-facing terms, privacy notices and cookie notices in your store as required by law or by our processors, in addition to the policies you publish.

11. Orders, Production and Fulfillment

11.1 Acceptance. An Order is accepted when NinjaPOD begins production. Until then we may decline or cancel any Order for any reason, including content review, payment failure, suspected fraud, an invalid address, stock or capacity, sanctions screening, a pricing error, or a licensor requirement. We will notify you of a cancellation through the Services or by email. Where we decline or cancel an Order before production, refunding the Shopper's payment, or not charging you, is the sole and exclusive remedy for you and the Shopper, and neither of you may claim lost margin, lost profits or other damages.

11.2 Made to order. Every Order is produced on demand. Production and shipping times shown in the Services are estimates, not commitments, and exclude carrier transit time. Delays caused by content review, verification, holidays, weather, carrier issues, supply shortages or events outside our control do not entitle you or a Shopper to compensation.

11.3 Changes and cancellations. An Order can be changed or cancelled only before production begins. A request does not cancel an Order; we will confirm the outcome. Once production has begun the Order is final and Production Charges are due in full.

11.4 Print and color variation. Colors on screen differ from printed results, and small variations between items, print runs and Catalog Products are normal and are not defects. Mockups and previews are illustrations, not guarantees of the finished product.

11.5 Substitutions. If a Catalog Product, color or size is unavailable, we may substitute a comparable item of equal or better quality for an accepted Order, or cancel it, and will try to notify you first.

11.6 Shipping and risk of loss. We ship Orders by the carriers and methods available at the time. Title to a finished Product passes to you, and risk of loss passes to you or your Shopper, when the Order is handed to the carrier. We are not responsible for carrier delays, or for packages lost, damaged or returned because of an address you or a Shopper provided. Where a carrier confirms loss, we will reship or credit at our option.

11.7 Addresses, customs and duties. You are responsible for the accuracy of every shipping address. Duties, import taxes and customs fees for international shipments are the responsibility of the recipient. Shipments returned because they were undeliverable may be reshipped at your cost or disposed of after 30 days.

11.8 Quality claims. If a Product arrives damaged, misprinted, defective or different from what was ordered, submit a claim through the Services within 30 days of delivery with photos. Where we confirm the issue we will reprint the item or credit the Production Charges, at our option. This is your sole remedy for a defective Product. Claims for issues caused by your Design (low resolution, transparency, placement, text errors, unlicensed fonts) or by a Shopper's personalization are not covered.

11.9 No returns to NinjaPOD. NinjaPOD does not accept returns or exchanges. You are responsible for returns from Shoppers under your own policies, must provide your own return address for Sales Channel listings, and must not direct Shoppers to return items to NinjaPOD or a Fulfillment Partner.

11.10 Holds. We may place an account-level or store-level fulfillment hold while a compliance, payment, fraud or legal matter is resolved. Orders received during a hold are declined, not queued.

11.11 Samples and bulk orders. Sample and bulk Orders you place for yourself are Orders under this section and are billed under section 12.

11.12 Packaging and inserts. We may include NinjaPOD or Fulfillment Partner packaging, labels and legally required notices. Branded packaging or inserts you provide are subject to separate approval and terms.

12. Pricing, Payment and Billing

12.1 Production Charges. You owe NinjaPOD the Production Charges for every Order, calculated from the catalog prices, shipping rates and taxes in effect when the Order is submitted. Prices are shown in the Services and may change at any time; changes apply to Orders submitted after the change.

12.2 Payment method on file. You must keep a valid payment method on file at all times while you have a published Hosted Store, a connected Sales Channel or an Order in progress, and we may suspend publishing and Orders until you do. We accept the payment methods our processor offers, which may include cards, bank debits, digital wallets and other methods. You authorize NinjaPOD to charge your payment method for Production Charges when an Order is submitted or accepted, and for any other amount you owe under this Agreement when it becomes due, including reprints you request, chargeback amounts and fees, negative Earnings balances, and fees for optional services.

12.3 Failed payments. If a charge fails, we may hold the Order, retry the charge, charge another method on file, deduct the amount from Earnings, or cancel the Order. Repeated failures may result in suspension. You are responsible for bank fees and for our reasonable costs of collection, including attorneys' fees, on amounts more than 30 days past due.

12.4 Billing disputes. You must raise any dispute about a charge within 30 days of the charge by writing to support@ninjaprintondemand.com. Charges not disputed in that period are final. You agree not to initiate a chargeback against NinjaPOD for a charge you authorized under this section; doing so is a breach that may result in suspension and collection of the amount plus fees.

12.5 No refunds of Production Charges. Production Charges are not refundable once production has begun, except where section 11.8 provides a credit or reprint for a confirmed defect. A refund you give a Shopper does not entitle you to a refund of Production Charges.

12.6 Set-off. We may set off any amount you owe us against any amount we owe you, including Earnings.

12.7 Credits and promotions. Credits, discounts and promotional balances have no cash value, may expire, may be limited to specified uses, and may be withdrawn if obtained through abuse.

12.8 Currency and taxes on charges. Production Charges are billed in U.S. dollars. Sales or use tax on Production Charges is added where required unless you have provided a valid resale or exemption certificate we have accepted (section 15).

13. Shopper Payments, Earnings and Payouts

This section applies to Hosted Stores.

13.1 Payment processing. Shopper payments are processed by Stripe. To receive Earnings you must open a Payout Account through the Services, complete Stripe's identity and business verification, and accept the Stripe Connected Account Agreement and Stripe Services Agreement. You authorize NinjaPOD to share your information with Stripe for this purpose. A Hosted Store cannot be published until your Payout Account is open and verified, and we may unpublish a store whose Payout Account is later closed or restricted. Earnings that accrue while a Payout Account is unavailable are held until it is restored.

13.2 Limited payment collection agent. You appoint NinjaPOD, acting through Stripe, as your limited agent solely to receive payments from Shoppers on your behalf. A Shopper's payment to NinjaPOD satisfies the Shopper's obligation to you for that Order, whether or not NinjaPOD later pays the Earnings to you. NinjaPOD is not the seller of your Products and is not a party to the sale.

13.3 How Earnings are calculated. For each Hosted Store Order, Earnings equal the amount the Shopper paid (retail price, shipping charged to the Shopper, and any tax collected) minus: Production Charges; taxes NinjaPOD collects and remits on the sale; refunds and chargebacks; fees under this Agreement; and adjustments for errors. Earnings are shown in the Services. Absent a manifest error you report within 60 days, our records of Earnings are final.

13.4 When Earnings are released and paid. Earnings for an Order become eligible for payout 24 hours after we receive the shipped notice for that Order. Eligible Earnings are transferred to your Payout Account automatically, at least once a week on the schedule shown in the Services, and you may request an earlier transfer of eligible Earnings at any time from the Services. NinjaPOD imposes no minimum transfer amount beyond any minimum Stripe requires. We may delay a transfer while an Order, a Shopper, a store or an account is under review.

13.5 Reserves and holds. We may hold back or reserve part or all of your Earnings, for as long as we reasonably consider necessary, to cover expected refunds, chargebacks, disputes, fraud, legal demands, compliance investigations or a breach of this Agreement. Reserves are set from risk factors that include: a new or recently reactivated store; a refund, cancellation or dispute rate above 1% of Orders; a sudden change in order volume or average order value; Products that use licensed-program marks or fall in a higher-risk category; and processor or card-network requirements. As an illustration, a reserve may hold up to 30% of each sale for 90 days. We will tell you by email when a reserve is set or changed and why, and reserve terms may change as the risk changes. On termination we may hold Earnings for up to 180 days, or longer if a dispute or investigation is open.

13.6 Negative balances and set-off. If refunds, chargebacks, fees or adjustments exceed your available Earnings, you owe NinjaPOD the shortfall. We may recover any amount you owe under this Agreement from future Earnings, from reserves, from any store or related account you hold, from any payment method or bank account on file (including one previously on file), or by invoice, and section 12.3 applies to unpaid amounts.

13.7 Chargebacks and disputes. You are responsible for every chargeback and payment dispute on a Hosted Store Order, including the amount, the processor's dispute fee and a NinjaPOD handling fee of $15 per chargeback. You agree to provide evidence we request within the processor's deadline. We may decide whether and how to contest a dispute.

13.8 Fraud and risk. We may cancel, refund or hold any Order we suspect is fraudulent, unauthorized or in breach of processor rules, and may require additional verification from you or a Shopper.

13.9 Not a bank; unclaimed Earnings. NinjaPOD is not a bank or money transmitter. Funds are held by Stripe. No interest is paid on Earnings. Because transfers are automatic under section 13.4, Earnings go unpaid only if you have not opened or verified a Payout Account or provided required tax information; in that case we will notify you at your account email at least twice. Earnings that remain unclaimed for the dormancy period set by the unclaimed-property law of the state of your last known address (three years in Pennsylvania) are reported and delivered to that state as unclaimed property, and you may then claim them from the state. We may deduct any charge that law permits for holding unclaimed funds.

13.10 Processing fees. NinjaPOD currently bears payment-processing fees for Hosted Store sales. We may change this with at least 30 days' notice.

13.11 Tax reporting. You must provide a valid taxpayer identification form (such as a W-9 or W-8) when requested. Stripe or NinjaPOD may issue tax information returns (such as Form 1099-K) as required by law.

13.12 Currency. Earnings are calculated and paid in U.S. dollars. Currency conversion, where offered, is performed by Stripe at its rates.

14. Refunds, Cancellations, Returns and Chargebacks

14.1 Shopper refunds are yours to decide. For Hosted Store Orders you decide whether to refund a Shopper, consistent with your published policies and applicable consumer law. You issue refunds through the Services.

14.2 How a refund is funded. A Shopper refund is funded first from your available Earnings. If Earnings are insufficient, you authorize us to charge the shortfall to your payment method on file before the refund is released; the exact amount is shown to you before you confirm. A refund that cannot be funded remains pending until it is. We do not extend credit against future Earnings.

14.3 Production Charges are not refunded. Refunding a Shopper does not reverse Production Charges. The only Production Charge credits NinjaPOD gives are for confirmed defects under section 11.8.

14.4 Refunds we may issue. NinjaPOD may refund a Shopper without your approval where required by law, card-network or processor rules, or a court or regulator, to resolve a chargeback, or where we cancel an Order under sections 6, 11 or 13. Such refunds are charged to you under section 14.2.

14.5 Cancellations. A Shopper or you may cancel an Order only before production begins, as section 11.3 provides.

14.6 Returns. NinjaPOD does not accept returns. Your policies must make clear that items are made to order and where any returns are to be sent. Items sent to NinjaPOD or a Fulfillment Partner without our written instruction may be disposed of without credit.

14.7 Chargebacks. Chargebacks on Hosted Store Orders are governed by section 13.7. Chargebacks on your own Production Charges are governed by section 12.4.

14.8 Excessive refunds or disputes. If your refund or dispute rate exceeds processor thresholds or a level we consider a risk, we may increase reserves, require prepayment, restrict payment methods offered to Shoppers, or suspend your store.

15. Taxes

15.1 Tax on Production Charges. NinjaPOD collects sales, use or similar tax on Production Charges where required by law, unless you provide a valid resale or exemption certificate for the relevant jurisdiction and we accept it. You are responsible for the accuracy of any certificate and for tax that becomes due if it is invalid.

15.2 Tax on Hosted Store sales. We calculate tax on Shopper purchases at checkout using the ship-to address. In every state where NinjaPOD is a marketplace facilitator, or is otherwise required to collect, we collect that tax from the Shopper and remit it under our own registrations; it is excluded from your Earnings and you do not report it. In any state where we are not required to collect, tax we collect is paid to you as part of Earnings and you are responsible for registering and remitting it; the Services show which applies to each Order. Production Charges for Hosted Store Orders are sales for resale and are not taxed once a valid resale or exemption certificate for your state is on file with us; until then they are taxed under section 15.1. Ninja Transfers, LLC is registered in Pennsylvania and collects in every other state where it is registered to collect sales tax.

15.3 Tax on Sales Channel sales. For Sales Channel Orders, the platform's tax rules apply, and you are responsible for any tax the platform does not collect and remit.

15.4 Your other taxes. You are responsible for income, franchise, VAT, GST, digital-services and all other taxes on your business, for registering where required, and for customs duties on international shipments. If we are required to withhold tax from Earnings, we will withhold and remit it and the amount paid to you will be reduced accordingly.

15.5 Information. You will provide the tax forms and information we or Stripe request, and you authorize us to share it with tax authorities and processors as required. You will indemnify NinjaPOD for taxes, penalties and interest that arise from your failure to comply with this section.

16. Data Protection and Security

16.1 Privacy Policy. Our collection and use of personal information about you and your Team Members is described in the Privacy Policy.

16.2 Shopper data roles. For Shopper data collected through a Hosted Store or received from a Sales Channel, NinjaPOD processes the data on your behalf to operate the store, process payments, produce and ship Orders, send transactional messages and provide support. NinjaPOD also uses that data for its own purposes as an independent controller where permitted, including fraud prevention, security, compliance, accounting, dispute handling and improving the Services. Where the law requires, we will make a data processing addendum available, and it will form part of this Agreement.

16.3 Your obligations. You will: (a) comply with all privacy, data-protection, marketing and consumer laws that apply to you and your Shoppers; (b) publish an accurate privacy policy in your store; (c) use Shopper data only to fulfill and support Orders, and for marketing only with the consent the law requires; (d) not sell, rent or share Shopper data with third parties except your own service providers under written confidentiality; (e) honor Shopper access, correction, deletion and opt-out requests that the law requires, and forward to us those we must act on; and (f) notify us at support@ninjaprintondemand.com within 48 hours of any suspected unauthorized access to Shopper data in your possession.

16.4 Security. We maintain administrative, technical and physical safeguards designed to protect the Services and the data in them. No system is perfectly secure, and we do not guarantee that unauthorized access will never occur. You are responsible for the security of your own systems, devices and credentials. If we reasonably suspect a security incident affecting Shopper or payment data in your possession, we may require you to obtain a security assessment from a qualified third party at your cost and to share the results with us, our payment processor and, where required, authorities.

16.5 Retention and deletion. We keep Order, payment and tax records for as long as accounting, tax, fraud-prevention and legal obligations require, including after you close your account or delete a store, Product or Design. Deleting content in the Services hides it from you and Shoppers; copies may persist in records and backups for those purposes.

16.6 Usage data. We collect information about how you use the Services (such as pages viewed, features used, device and log data) to operate, secure and improve the Services and to communicate with you. We may use aggregated or de-identified data for any purpose.

16.7 Legal requests. We may disclose your information, Merchant Content and Order data to comply with law, legal process, a governmental request, or our Policies, or to protect the rights, property or safety of NinjaPOD, our users or the public.

17. NinjaPOD Property, Feedback and Confidentiality

17.1 Our property. The Services, including software, interfaces, design tools, catalog data, product photography and mockup templates, documentation, text, graphics and trademarks, are owned by NinjaPOD or its licensors and protected by intellectual-property laws. Except for the limited rights expressly granted in this Agreement, we reserve all rights.

17.2 Your license to use the Services. We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for your business during the term of this Agreement, subject to this Agreement.

17.3 Mockups and previews. You may use product mockups and previews generated in the Services to market and sell Products fulfilled through NinjaPOD. You may not use them for products fulfilled elsewhere, or represent them as photographs of a finished item.

17.4 Feedback. If you give us ideas, suggestions or feedback, we may use them without restriction or compensation, and you waive any claim to them.

17.5 Confidentiality. Non-public information you receive from us, including pricing not shown publicly, unreleased features, API details, security information and business terms, is confidential. You may use it only to use the Services and may not disclose it except to Team Members and advisors who need it and are bound to keep it confidential. This obligation lasts for three years after termination, and indefinitely for trade secrets.

17.6 Publicity. Neither party will issue a press release naming the other without consent. Section 5.3 governs our display of your store and Products.

18. Suspension and Termination

18.1 By you. You may stop using the Services and close your account at any time through the Services or by writing to support@ninjaprintondemand.com. Orders already in production will be completed and billed. Amounts you owe remain due.

18.2 By us, immediately. We may suspend or terminate your account, any store, any Product or any feature, in whole or in part, immediately and without notice if we believe that: (a) you have breached this Agreement or a Policy; (b) your content or conduct creates legal, safety, fraud, security, payment or brand risk; (c) a payment has failed or a chargeback, dispute or negative balance is unresolved; (d) a law, court, regulator, processor, Fulfillment Partner or Sales Channel platform requires it; or (e) you have provided false information or evaded a prior decision. Actions under this section extend to related accounts as described in section 3.4.

18.3 By us, for convenience. We may terminate this Agreement or discontinue the Services for any reason on at least 30 days' notice, and may unpublish an inactive Hosted Store under section 10.11.

18.4 Effect of termination. On termination: your licenses to use the Services end; your Hosted Stores are unpublished and listings hidden; pending Orders may be completed or cancelled at our discretion; the licenses you granted in section 5 continue as that section provides; we may keep records as section 16.5 provides; and any amounts you owe become immediately due. Remaining Earnings, less amounts owed and any reserve under section 13.5, are paid after the reserve period.

18.5 Data export. For 30 days after termination for convenience or by you, we will make your Designs and Order history available for export through the Services, unless the law or an investigation prevents it. After that period we may delete them.

18.6 No refunds. Prepaid fees, if any, are not refunded on termination except where the law requires.

18.7 Survival. Sections 1.3, 1.6, 5.2, 5.4, 5.7, 5.10, 6.4, 7, 12, 13.5 through 13.9, 14, 15, 16, 17, 18.4 through 18.7, 19, 20, 21, 22 and 24 survive termination, together with any other provision that by its nature should survive.

19. Disclaimers

THE SERVICES, THE CATALOG, MOCKUPS, PREVIEWS, CONTENT REVIEWS, CONFIDENCE RATINGS, TAX CALCULATIONS, SHIPPING ESTIMATES AND ALL PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, NINJAPOD AND ITS AFFILIATES, FULFILLMENT PARTNERS, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE ABOVE, NINJAPOD DOES NOT WARRANT THAT: THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; ANY CONTENT REVIEW, APPROVAL OR RATING MEANS CONTENT IS LAWFUL OR NON-INFRINGING; PRINTED COLORS WILL MATCH SCREENS OR MOCKUPS; PRODUCTION OR DELIVERY WILL OCCUR BY ANY DATE; TAX CALCULATIONS ARE CORRECT FOR YOUR CIRCUMSTANCES; THE SERVICES WILL PRODUCE ANY LEVEL OF SALES OR EARNINGS; OR THIRD-PARTY PLATFORMS, PROCESSORS OR CARRIERS WILL PERFORM.

NINJAPOD DOES NOT PROVIDE LEGAL, TAX OR COMPLIANCE ADVICE. INFORMATION IN THE SERVICES ABOUT CONTENT STANDARDS, INTELLECTUAL PROPERTY, TAXES OR CONSUMER LAW IS GENERAL GUIDANCE ONLY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN THOSE JURISDICTIONS THE ABOVE EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED.

20. Limitation of Liability

20.1 No indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NINJAPOD AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FULFILLMENT PARTNERS, LICENSORS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, GOODWILL, DATA OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF NINJAPOD AND THE PARTIES LISTED IN SECTION 20.1 FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE PRODUCTION CHARGES AND FEES YOU PAID TO NINJAPOD IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100.

20.3 Product claims. Your sole remedy for a defective, damaged or incorrect Product is the reprint or credit described in section 11.8.

20.4 Third-party actions and other merchants. NinjaPOD is not liable for the acts or omissions of Sales Channel platforms, payment processors, carriers, licensors, Shoppers or other third parties, or for content review decisions made in good faith. You release the NinjaPOD Parties from claims arising out of disputes between you and another NinjaPOD merchant, including claims that another merchant copied your Designs; the review process in section 6 is the mechanism for such complaints.

20.5 Basis of the bargain. The limitations in sections 19 and 20 are fundamental elements of the agreement between you and NinjaPOD, and the Services would not be provided on these terms without them. They apply even if a remedy fails of its essential purpose.

20.6 Exceptions. Nothing in this Agreement limits liability that cannot be limited by law, including for fraud, gross negligence or willful misconduct where the law so provides.

20.7 Time to bring claims. To the extent permitted by law, any claim against NinjaPOD arising out of this Agreement or the Services must be brought within one year after it arises, or it is permanently barred.

21. Indemnification

21.1 Your indemnity. You will defend, indemnify and hold harmless NinjaPOD, its affiliates, and their officers, directors, employees, contractors, agents, Fulfillment Partners, payment processors, licensors and suppliers (the "NinjaPOD Parties") from and against all claims, demands, suits, proceedings, losses, damages, liabilities, fines, penalties, settlements, costs and expenses (including reasonable attorneys' fees and costs of investigation) arising out of or relating to:

1. Merchant Content, Products, Designs, Personalization Content or Generated Artwork, including any claim that they infringe, misappropriate or violate any right of a third party or any law;
2. your Hosted Store, listings, prices, claims, policies, marketing and dealings with Shoppers, including consumer-protection, product-safety, labeling, advertising and privacy claims;
3. your breach of this Agreement, the Policies, a Sales Channel platform's terms, a licensor's terms or the Stripe agreements;
4. your violation of any law or regulation, including sanctions, export, tax and data-protection laws;
5. taxes, duties, penalties and interest for which you are responsible under section 15;
6. the acts or omissions of your Team Members or anyone using your account; and
7. any dispute between you and a Shopper, a Team Member, a licensor or another third party.

This indemnity applies regardless of any alleged negligence of a NinjaPOD Party, to the extent the law permits, and is not reduced by our review or approval of the content or Product involved.

21.2 Procedure. We will notify you of a claim for which we seek indemnity, though delay does not relieve you except to the extent it prejudices you. You will assume the defense with counsel reasonably acceptable to us, and we may participate with our own counsel at our expense. You may not settle a claim in a way that admits fault by, imposes an obligation on, or fails to fully release the NinjaPOD Parties without our written consent. We may take over the defense of any claim that affects the Services or our reputation, at your expense, if you do not defend it diligently.

21.3 Other remedies. This section is in addition to any other remedy available to NinjaPOD.

21.4 Withholding and forfeiture. We may withhold Earnings in an amount we reasonably estimate will cover claims that are or may become subject to this section. Earnings from Orders that violated this Agreement or the Policies are forfeited and may be applied to Shopper refunds, to amounts you owe under this section, or paid to a person harmed by the violation, at our discretion.

22. Dispute Resolution, Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES INDIVIDUAL ARBITRATION OF MOST DISPUTES AND WAIVES JURY TRIALS AND CLASS ACTIONS.

22.1 Informal resolution first. Before starting arbitration or a lawsuit, the party raising a dispute must send the other a written notice describing the dispute and the relief sought, to legal@ninjatransfers.com or to the notice address in section 24.6 (for NinjaPOD), or to your account email (for you). The parties will try in good faith to resolve the dispute within 30 days. A claim may not be filed until that period ends.

22.2 Binding arbitration. Except as provided in sections 22.4 and 22.5, any dispute, claim or controversy arising out of or relating to this Agreement, the Policies, the Services or Products, including its formation, validity, breach or termination, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The Federal Arbitration Act governs this section. The arbitration will be held in Pennsylvania, or at another location the parties agree on; hearings may be held by video where the rules allow, and claims of $10,000 or less may be decided on written submissions. The arbitrator decides the interpretation, applicability and enforceability of this section and may award any relief a court could award to the individual party. The award is confidential, and judgment on it may be entered in any court with jurisdiction.

22.3 Class action and jury waiver. YOU AND NINJAPOD AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT PARTIES OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, BOTH PARTIES WAIVE TRIAL BY JURY. If the class action waiver is found unenforceable for a particular claim, that claim will be severed and heard in court under section 22.6, and the rest of this section remains in effect.

22.4 Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies; and (b) seek injunctive or other equitable relief in court to protect intellectual property, confidential information, or the security or integrity of the Services, without first arbitrating.

22.5 Opt-out. You may opt out of sections 22.2 and 22.3 by sending a written notice with your name, account email and a clear statement that you opt out of arbitration to legal@ninjatransfers.com, or by mail to the notice address in section 24.6, within 60 days after you first accept this Agreement. Opting out does not affect any other part of this Agreement.

22.6 Governing law and venue. This Agreement and any dispute are governed by the laws of the Commonwealth of Pennsylvania and applicable U.S. federal law, without regard to conflict-of-law rules. Any claim not subject to arbitration will be brought exclusively in the state courts sitting in Philadelphia County, Pennsylvania, or the United States District Court for the Eastern District of Pennsylvania. The parties consent to the jurisdiction of those courts and waive any objection that the forum is inconvenient.

22.7 Coordinated filings. If 25 or more similar arbitration demands are filed against NinjaPOD by the same or coordinated counsel, the demands will be resolved in staged batches of 20 under the administrator's mass-arbitration procedures, and the statute of limitations is tolled for demands awaiting a batch. Each demand must be preceded by that claimant's own notice under section 22.1 and must be signed by the claimant personally; demands that do not meet these requirements are not accepted for filing. NinjaPOD's obligation to pay fees under section 22.8 for a batched demand arises only when that demand's batch begins. If the administrator's rules for coordinated filings differ from this section, those rules control.

22.8 Fees. The administrator's rules govern fees. NinjaPOD will pay filing and arbitrator fees above $250 for claims under $10,000 unless the arbitrator finds the claim frivolous. Each party bears its own attorneys' fees unless the arbitrator awards them under applicable law.

22.9 Changes to this section. Changes to this section do not apply to a dispute for which notice under section 22.1 was given before the change took effect.

23. Compliance with Laws

23.1 Generally. You will comply with all laws that apply to your business, your Products, your store and your use of the Services, in every jurisdiction where you sell or ship.

23.2 Sanctions and export. You represent that you are not, and are not owned or controlled by, a person on any U.S., EU, UK or UN sanctions or restricted-party list, and that you will not sell or ship Products to such persons or to embargoed countries or regions. You will comply with U.S. export controls and will not use the Services for any prohibited end use.

23.3 Consumer protection and advertising. Your listings, claims, pricing displays, reviews and marketing must comply with consumer-protection and advertising laws, including rules on deceptive practices, endorsements and testimonials, automatic renewals, pricing and shipping disclosures, and unsolicited communications.

23.4 Product safety and labeling. You are responsible for confirming that Products are suitable and lawful for the audience and use you market them for. Products marketed to or for children must meet applicable safety, testing, tracking-label and certification requirements. Where a warning or disclosure is required (for example under California Proposition 65), you are responsible for providing it in your listings.

23.5 Anti-corruption. You will not offer or accept bribes or improper payments in connection with the Services.

23.6 Records and cooperation. You will keep accurate records of your licenses, consents, tax registrations and Shopper communications, and provide them to us on request to verify compliance. We may cooperate with lawful requests from authorities and rights holders, and may disclose information as section 16.7 provides.

24. General Terms

24.1 Entire agreement. This Agreement, with the documents incorporated under section 1.3, is the entire agreement between you and NinjaPOD about the Services and supersedes all prior agreements, proposals and communications on that subject.

24.2 Assignment. You may not assign or transfer this Agreement or your account without our written consent. We may assign this Agreement to an affiliate or to a successor in a merger, acquisition or sale of assets.

24.3 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, labor disputes, carrier or supplier failures, utility or internet outages, governmental action, or acts of war or terrorism.

24.4 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in full effect, subject to section 22.3.

24.5 Waiver. A failure or delay in enforcing any provision is not a waiver of it or of any later breach.

24.6 Notices. We may give you notice by email to your account address, by posting in the Services, or by mail to your address on file; notice is effective when sent or posted. Notices to NinjaPOD must be sent to Ninja Transfers, LLC, Attn: Legal (NinjaPOD), 2727 Commerce Way, Suite 100, Philadelphia, PA 19154, and by email to legal@ninjatransfers.com, and are effective on receipt.

24.7 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, franchise, employment or, except as section 13.2 provides, agency relationship.

24.8 Third-party beneficiaries. There are no third-party beneficiaries of this Agreement, except that the NinjaPOD Parties in section 21 may enforce that section.

24.9 Interpretation. Headings are for convenience only. "Including" means "including without limitation". In case of conflict between the English version and a translation, the English version controls.

24.10 Electronic communications. You consent to receive notices, disclosures, invoices and tax documents electronically, and agree they satisfy any requirement that they be in writing.

24.11 Export of records. You may request a copy of the version of this Agreement you accepted, and the date of acceptance, from support@ninjaprintondemand.com.

24.12 Contact. Questions about this Agreement: support@ninjaprintondemand.com.