Terms of Service
Last Updated: October 19, 2026 • Agena Software LLC
1. Who May Use the Services; Acceptance for Your Firm
These Terms of Service govern your use of agenasoftware.com, app.agenasoftware.com, and the Agena Software products offered there (the “Services”). The Services are offered to tax and accounting professionals and their firms, for business purposes, who are at least eighteen (18) years old or the age of majority where they live. They are not offered to individuals preparing their own returns as consumers.
By creating an account or using the Services, you accept these Terms. If you use the Services for a firm, you confirm that you are authorized to accept these Terms on the firm’s behalf, and “you” includes the firm. The person who creates a firm’s account accepts these Terms for the firm, and each member who joins accepts them individually.
2. Professional Preparation Software; No Tax, Accounting or Legal Advice
Agena Software LLC ("Agena Software", "we", "us", or "our") provides tax return preparation software designed for CPA firms, law firms, enrolled agents (EAs), and other tax professionals preparing specialized U.S. Internal Revenue Service ("IRS") returns, extensions, and related statements.
Agena Software provides tax return preparation software only. We do not provide tax, accounting, or legal advice or guidance. We do not provide tax planning, accounting services, legal opinions, audit services, or representation before tax authorities. Software prompts, calculations, validation messages, checklists, articles, examples, and support communications are general product or reference information; they do not determine the correct treatment of any particular taxpayer or transaction. Use of the site, software, or support does not create a tax-adviser, accountant-client, or attorney-client relationship with Agena Software. Users must exercise their own professional judgment and obtain appropriate independent advice when needed.
3. Preparer and Taxpayer Responsibilities; Filing
The preparer and taxpayer retain their respective responsibilities under applicable law. Users are responsible for verifying source information, classifications, valuations, currency conversions, calculations, applicable law and instructions, filing requirements, deadlines, extensions, signatures, attachments, and the complete output. Software checks cover supported scenarios and are not a comprehensive compliance review. A “reviewed” or “approved” package records the user’s review only; Agena Software has not reviewed or certified the return.
Agena Software creates documents for a print-and-mail workflow. Agena Software LLC is an Authorized IRS e-file Provider (Software Developer and Transmitter). Beginning with the 2026 filing season in 2027, where IRS e-file is available for a form, we transmit a return electronically only at the preparer’s direction, after the user has obtained the required signatures and authorizations. We do not sign or mail returns, or respond to IRS notices on your behalf, and IRS acceptance of a transmitted return is not guaranteed. Users must verify current filing instructions, obtain required signatures, add external documents, arrange timely delivery, and retain filing records. Downloading or approving a package does not file it or extend a deadline.
Optional electronic signatures. For returns that accept them, you may send an approved package to the people who must sign it, who confirm their identity and sign electronically. You decide whether an electronic signature is appropriate for each return and signer. You are responsible for sending each request to the right person at an email address that belongs to them, confirming that each signer has authority to sign, offering a paper signature to anyone who prefers one, giving signers a copy of the signed return, and keeping the signed return and signature certificate with your records. Electronic signing does not file the return.
Supported Scope & Reference Materials
Each product supports only the forms, parts, schedules, filer types, and tax years described for it in the software and on its product and pricing pages, and only within the scenarios the software presents. Support for a part or schedule may be limited to particular tax years. The software does not identify every applicable return, election, disclosure, tax, or reporting obligation. Required external forms and documents must be prepared or obtained separately.
Tax law, instructions, rates, and procedures can change; reference materials and software may not reflect every change. Verify current primary sources before relying on output.
Statements and attachments the software prepares from the user’s entries, such as a reasonable-cause statement or a protective-return affidavit, record the user’s own facts and narrative. We do not determine eligibility for relief or for any filing position, develop a legal defense, or guarantee that an attachment will prevent or remove penalties. No result, including accuracy, completeness, IRS acceptance, audit avoidance, or penalty relief, is guaranteed.
Agena Software is not affiliated with, sponsored by, or endorsed by the IRS or any government agency. References to official forms, authorities, or third-party products do not imply approval or endorsement.
4. User Warranties & Information Under Penalty of Perjury
You represent and warrant that all data, gift values, transfer dates, donor information, foreign trust details, and Social Security / ITIN identification numbers supplied during the application wizard are accurate, true, and complete. Filing false or fraudulent tax returns with the IRS carries severe civil and criminal penalties under federal law.
5. Your Clients’ Information and Consents
You decide what client information to enter, and you are responsible for having the authority to do so. You confirm that you have obtained any consent your clients must give before you use or disclose their tax return information in software operated by a third party, including any consent required under Internal Revenue Code section 7216 and its regulations, and that you comply with the laws and professional rules that apply to your practice, including your own information security obligations.
Agena Software stores and processes your clients’ information only on your behalf and only to provide the Services, as described in our Privacy Policy.
6. Accounts and Security
Every person who uses the Services needs their own account. Do not share passwords, authenticator codes, or recovery codes, and do not let anyone else use your account: shared logins defeat two-step verification and the activity log that protect your clients’ information. Keep your credentials confidential and your account information current.
Your firm’s owners and admins control who is a member of the firm and what role they have, and are responsible for removing people who should no longer have access, such as staff who leave the firm.
Tell us immediately at support@agenasoftware.com if you suspect any unauthorized access to your account or your firm’s information. We may suspend an account, end its sessions, or require a password or two-step verification reset when we reasonably believe this is needed to protect it or others.
7. Acceptable Use
You will use the Services only for lawful purposes and only as these Terms allow. You will not: (a) copy, modify, reverse engineer, decompile, or create derivative works of the software, except as the law expressly allows; (b) access the Services by automated means such as scripts, scrapers, or bots, or load-test them; (c) attempt to access accounts, data, or systems you are not authorized to use, or to bypass or disable any security measure; (d) introduce malware or interfere with the Services or other users; (e) resell or provide the Services to others outside your firm; or (f) use the Services to prepare a return you know to be false or fraudulent.
Security research. We welcome good-faith reports of security vulnerabilities sent as described in our security.txt file. If you make a good-faith effort to avoid privacy violations, data destruction, and service disruption, access only your own accounts or test data, and give us reasonable time to fix an issue before disclosing it, we will not treat your research as a violation of this section.
8. Your Data and Our Software
Your data. You and your firm keep all rights to the information you enter and the returns, statements, and workpapers the Services generate from it (“Your Data”). You grant Agena Software only the limited permission needed to host, process, encrypt, back up, and display Your Data to provide the Services to you. We do not sell Your Data, use it for advertising, or use it to train artificial intelligence models, and our staff do not view client return contents, which are stored encrypted.
Our software. Agena Software and its licensors own the software, website, content, and trademarks of the Services. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable right for your firm’s members to use the Services for your professional practice. All rights not expressly granted are reserved.
Feedback. If you send us suggestions or feedback about the Services, we may use them without obligation to you. Feedback does not include Your Data.
9. Fees, Payments & Refunds
Prices are shown on the pricing page in U.S. dollars. Payments are processed by Stripe; Agena Software does not receive or store card details. Plans belong to your firm and cover all of its members. Prices may change for future tax seasons. A new price applies only to payments made after it takes effect, never to a return or plan year already paid for.
Per-return payments are final. A per-return payment (including an upgrade and a Professional plan additional return) immediately unlocks that return's full preview and filing package, and is therefore non-refundable once paid. Each payment covers the filer (taxpayer, trust, or recipient) and the tax or calendar year it was made for, as described on the pricing page, including later edits and any amended return. A return or attachment that the pricing page describes as included with another return is covered by that return's payment.
Professional and Unlimited plans. Plans are billed yearly in advance and renew automatically until cancelled. Annual plans renew at the then-current price. If the price of your plan will increase, we will email your firm at least thirty (30) days before the renewal, so you can cancel first. You may cancel at any time from your firm's billing page; the plan stays active until the end of the paid year, and the unused portion is not refunded. On your firm's first plan purchase, we will refund it in full if you ask within fourteen (14) days and no return has been approved under the plan. After an automatic renewal, we will refund the renewal if you ask within seven (7) days of the charge and no return has been approved since the renewal.
Billing errors. We will always refund duplicate charges, charges made in error, and a payment for a return that the software cannot produce because of a problem on our side.
How to request a refund. Email support@agenasoftware.com with your firm name and the date and amount of the charge. Approved refunds are returned to the original payment method, usually within five to ten business days. Please contact us before disputing a charge with your card issuer.
10. Electronic Communications
You agree that we may send you account, security, billing, and legal notices (including sign-in and password reset messages, receipts and invoices, notices of changes to these Terms, and security incident notices) by email to your account address or by posting them in the Services, and that these electronic communications satisfy any requirement that they be in writing. We do not send text messages. You may opt out of any marketing emails at any time; you cannot opt out of account and security notices while you have an account.
11. Third-Party Sites and Services
The Services link to third-party websites, such as IRS forms and instructions, and rely on third-party services, such as Stripe for payments. We do not control and are not responsible for their content, availability, or practices, and a link is not an endorsement. Your use of a third-party service is governed by its own terms.
12. Service Availability and Changes
We work to keep the Services available and secure, but they may be unavailable from time to time for maintenance, updates, or reasons outside our control. We may add, change, or retire features, and will give paying firms reasonable notice before removing a feature they rely on. Plan in time to meet your filing deadlines; downloaded filing packages remain available to you offline.
13. Suspension and Termination
You may stop using the Services and close your firm’s account at any time by contacting support@agenasoftware.com; plan cancellations follow the Fees, Payments & Refunds section. Before closing, download any filing packages and workpapers you need to keep.
We may suspend or end your access if you materially breach these Terms, do not pay fees when due, or use the Services in a way that creates a security or legal risk for us or others. Where reasonable, we will give notice and a chance to fix the problem first, unless immediate action is needed to protect the Services, other users, or Your Data.
After an account is closed or ended, we delete Your Data as described in our Privacy Policy, except where the law requires us to keep it. Sections of these Terms that by their nature should survive termination (including fees owed, disclaimers, limitation of liability, indemnification, and dispute resolution) continue to apply.
14. Disclaimer of Warranties
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AGENA SOFTWARE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, IRS PENALTIES, INTEREST, FINES, TAX ASSESSMENTS, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICES.
IN NO EVENT SHALL AGENA SOFTWARE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO AGENA SOFTWARE FOR THE SPECIFIC RETURN OR PLAN GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
16. Indemnification
You agree to defend, indemnify, and hold harmless Agena Software, its parent, subsidiaries, affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:
- Your breach or violation of these Terms of Service;
- Any inaccurate, incomplete, false, or misleading tax information or financial data provided by you;
- Your failure to timely print, sign, or mail any return, extension, or attachment to the IRS;
- Any tax audit, assessment, fine, penalty, or interest levied against you by the IRS or state tax authorities; or
- Your violation of any law or the rights of a third party.
17. Dispute Resolution, Binding Arbitration & Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.
A. Informal Dispute Resolution: Before initiating any formal legal proceeding, you and Agena Software agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services informally for a period of at least thirty (30) days by contacting support@agenasoftware.com.
B. Binding Individual Arbitration; Documents-Only Procedure: If the dispute is not resolved within 30 days, any claim or controversy arising out of or relating to these Terms or the Services shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, as modified by the procedures below and subject to paragraph (iv). This selection reflects the intended purchase and use of the Services by CPA firms, law firms, and other professional practices for business purposes. A single neutral arbitrator shall decide the dispute. The parties expressly agree to vary the otherwise applicable procedures to provide for the document-only process below, regardless of the amount in dispute. To the extent permitted by applicable law and mandatory AAA administration requirements, these agreed procedures control over inconsistent default procedures in the Commercial Arbitration Rules, including the Procedures for Large, Complex Commercial Disputes. The parties agree to the following procedures to the fullest extent permitted by applicable law and the requirements for AAA administration:
(i) Written submissions only; no in-person hearing. The arbitration shall be decided solely on written submissions, supporting documents, and written witness declarations exchanged with the other party. There shall be no in-person, telephone, or video evidentiary hearing or oral argument. Each party shall have a reasonable opportunity to review and respond to the other party’s submissions. Procedural communications shall be handled in writing where permitted by the AAA.
(ii) Document exchange only; no other discovery. Discovery shall be limited to the exchange of relevant, nonprivileged documents. No depositions, interrogatories, requests for admission, inspections, or other discovery shall be permitted, subject only to paragraph (iv). Document requests must identify specific documents or narrowly defined categories material to the disputed issues and be proportionate to the amount and issues in dispute. The arbitrator shall set reasonable limits on electronic searches, production burdens, and duplicative requests, and may enter protective orders for confidential information.
(iii) Schedule and decision. Document exchange shall be completed within 45 days after appointment of the arbitrator, unless an extension is required under paragraph (iv). The arbitrator shall set reasonable deadlines and length limits for written submissions and issue a reasoned written award. Judgment upon the award may be entered in any court having jurisdiction. These Terms do not adopt the AAA Optional Appellate Arbitration Rules; any review rights provided by applicable law remain available.
(iv) Required exceptions and preserved rights. The AAA shall determine any dispute about which of its rules or fee schedules applies. If the AAA determines that its Consumer Arbitration Rules or Consumer Arbitration Fee Schedule must apply to a particular dispute, those requirements shall apply notwithstanding the commercial designation above. Marketing to professional firms or identifying an account as a business account does not waive protections that otherwise apply. If applicable law or the requirements for AAA administration require additional discovery, a hearing, or an extension to permit a fair presentation of a claim or defense, the arbitrator may authorize only the departure necessary to meet those requirements and shall explain the reasons in writing. Any required hearing shall be remote unless an in-person hearing is required by applicable law or the requirements for AAA administration. To the fullest extent permitted by applicable law and mandatory AAA administration requirements, both parties waive the right to bring or maintain any claim covered by this arbitration agreement in any court, including small claims court or any other state or federal court, and waive trial before a judge or jury. The parties agree to resolve all such claims exclusively through binding individual arbitration under this section. This waiver does not prevent a party from seeking a court order to compel arbitration or enforce this arbitration agreement, seeking confirmation or enforcement of an arbitration award, or seeking judicial review, vacatur, modification, or correction of an award to the extent provided by applicable law. It also does not waive court access or claims that cannot lawfully be subjected to mandatory arbitration, or a small-claims option required by mandatory AAA consumer protections. Nothing in this section restricts communications with a government agency or eliminates nonwaivable remedies or statutory attorneys’ fees. Arbitration fees and their allocation shall follow the applicable AAA requirements and law. Any conflicting procedural restriction shall be modified only to the extent necessary to comply with those requirements.
C. Class Action Waiver: YOU AND AGENA SOFTWARE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding.
D. Time Limit to Bring Claims: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND REGARDLESS OF ANY LONGER STATUTE OF LIMITATIONS, ANY CLAIM OR CAUSE OF ACTION BY YOU OR AGENA SOFTWARE ARISING OUT OF OR RELATING TO THE WEBSITE, THE SERVICES, OR THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION AROSE, OR IT IS PERMANENTLY BARRED. A claim is commenced when a demand for arbitration is filed under Section 17.B or, for a claim that may lawfully be brought in court, when the court action is filed. This period is extended by the length of the informal dispute resolution period under Section 17.A if notice of the dispute is given before the period expires. If applicable law does not permit a one-year period for a particular claim, the shortest period permitted by that law applies.
18. Changes to These Terms
We may update these Terms from time to time. The “Last Updated” date above shows when they last changed. For material changes, we will notify the email address on your account, or show a notice in the Services, at least thirty (30) days before the changes take effect, except where a change is required sooner by law. If you continue to use the Services after changes take effect, you accept them; if you do not agree, you may stop using the Services and cancel as described above.
19. General & Miscellaneous Terms
A. Governing Law & Venue: These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware and applicable U.S. federal law, without regard to conflict of law principles.
B. Severability: If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
C. Entire Agreement: These Terms of Service, together with our Privacy Policy, constitute the entire legal agreement between you and Agena Software regarding the use of the site and software, superseding all prior oral or written agreements or understandings.
D. Waiver: The failure of Agena Software to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
E. Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Agena Software may freely assign its rights and obligations under these Terms.
F. Relationship of the Parties: You and Agena Software are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship, and neither party may bind the other.
20. Contact Information
If you have any questions regarding these Terms of Service, please contact us at:
Email: support@agenasoftware.com