TERMS AND CONDITIONS

THESE TERMS CONTAIN AN ARBITRATION CLAUSE, DISCLAIMERS AND LIMITATIONS OF LIABILITY. PLEASE REVIEW CAREFULLY.

The following terms ("Agreement") constitute an agreement between Kamiyama Physical Therapy LLC ("Company"), and you (“Client”) that governs your purchase and use of the wellness coaching program fully described herein (the “Program”). Client and Company may be referred to jointly as the “Parties.” 

Your purchase and/or use of the Program constitutes your acceptance of, and agreement to, the following Agreement.   

1. Term. This Agreement shall be effective as of the date of purchase and shall continue until completion of the Program.  This Agreement may be terminated by the Parties upon fourteen (14) days’ written notice to the other party or immediately upon notice to Client should Client breach this Agreement.  Should the Agreement be terminated by Client prior to the completion of the Program, Client will remain responsible for the full cost of the Program. Company does not provide refunds.   In the event of a breach of this Agreement by Client that results in Company’s termination of this Agreement, Client shall remain responsible for the full cost of the Program.   In the event Company terminates this Agreement for convenience, Client shall have no further liability.

2. Program.   The Program includes 1 to 2 calls per month (the “Sessions”), a training program on the Everfit and Kajabi app, and Client may chat with Company via the app between Sessions. Sessions shall be conducted via Zoom. The Program lasts for three months, and the Sessions will be held at the dates and times indicated at time of purchase.

If Client is unable to attend a Session, Client will have access to a recording of each Session so that Client may review the content of the Session at Client’s convenience (the “Recording”).  Client understands that Company cannot guarantee the quality of each Recording or that the Session will be recorded uninterrupted.   Company disclaims any and all liability and Client shall not be entitled to any damages should a Session not record properly.    Client shall have access to the Recordings for the duration of the Program.

3. Representations and Warranties. Company represents and warrants that Company has the full and unrestricted right, power, and authority to enter into this Agreement. 

Client represents and warrants that: (i) Client will provide the information needed by Company to perform its duties, in the format requested by Company, as described herein or otherwise requested by Company from time to time; (ii) Client will abide by all payment and scheduling terms as set forth in this Agreement; (iii) Client will abide by the conduct guidelines set forth in section 19; (iv) Client has the full and unrestricted right, power, and authority to enter into this Agreement, perform the obligations herein and grant the rights granted herein; and (v) Client has no other agreements with any other party that would conflict with this Agreement.

4. Compensation and Payment.  Client shall pay Company the amount provided to Client for the Program. Client shall pay for the Program in full at time of purchase or may opt to pay in three monthly installments. Company accepts payment by debit or credit card. Client will be required to provide Company’s third-party payment provider with information regarding Client’s credit card or other payment instrument. Client represents and warrants to Company that such information is true, and that Client is authorized to use the payment instrument. Client will promptly update Company with any changes (for example, a change in billing address or credit card expiration date) that may occur. Client agrees to pay Company the amount that is specified in the payment plan in accordance with the terms of such plan and this Agreement. Client hereby authorizes Company to bill Client’s payment instrument in advance in accordance with the terms of the applicable payment plan until paid in full. If any additional fees are incurred, as agreed to by the Parties, Company will invoice Client for all such expenses.  If Client has not paid its fees or invoices within thirty (30) days of receipt of such invoice, Client agrees that it will be charged a late fee of one (1) % on a weekly basis until payment is received. Failure to pay any fee or invoice may result in temporary or permanent suspension of the Program.

In the event that Company incurs legal fees, costs, or disbursements in an effort to collect its invoices or fees, in addition to interest on the unpaid balance, Client agrees to reimburse Company for all such expenses.

5. Status. The Parties understand and agree that Company is an independent contractor. Neither Company nor Company’s agents shall be entitled to and waive any and all claims to any employee benefits as a result of Client’s relationship with Company. It is understood by the Parties that the relationship established by this Agreement is one of an independent contractor and not an employment relationship, joint venture, partnership, or otherwise. The Parties are not authorized to enter into contracts or agreements or create obligations on behalf of the other party to third parties unless otherwise indicated by such party, in writing. 

6. Confidentiality. The Parties agree to hold in strict confidence and not to disclose to others or use for any purpose (other than the performance of this Agreement and Program), either before or after termination of the Agreement, any confidential or proprietary information of the disclosing party, including any participant of the Program including, without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, the terms of this Agreement, any personal, financial, technical, or business information, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research or business of any party. Confidential information is not limited to a specific medium and can be oral, written, electronic, or physical in format.

7. Intellectual Property - Company Materials.  All original materials provided by Company to Client, Company’s trademarks, trade dress and trade secrets and any other items deemed to be Company’s intellectual property are owned by Company (the “Materials”). The Materials are provided for Client’s individual use only and may not be transferred. Client is not authorized to use or transfer the Materials.  All Materials remain the property of Company. Client acknowledges that Client has no right, title, or interest in or to the Materials. Client acknowledges that Client will make no claim to any right, title, or interest in the Materials. Client further acknowledges and agrees that Company shall own all rights, title, and interest in or to the Materials. The Client will not copy, modify, distribute, sell or lease the Materials or any part thereof.  Client agrees to cooperate with Company, at its expense, in all further actions, which the Company deems necessary or desirable to confirm, register, protect or enforce Company’s rights in and to the Materials. 

8. Licensing.  Kento Kamiyama is a licensed physical therapist in the state of New Jersey. Client’s participation in the Program does not create a professional relationship between Client and Kento Kamiyama. Kento Kamiyama shall not act as Client’s physical therapist or provide any medical advice   

9. Disclaimer. The Program may discuss topics related to health, fitness, nutrition, or medicine. This information is not advice and should not be treated as medical advice. The medical information provided in the Program is provided "as is" without any representations or warranties, express or implied.  Client must not rely on the information in the Program as an alternative to advice from Client’s medical professional or healthcare provider. Client should never delay seeking medical advice, disregard medical advice, or discontinue medical treatment as a result of any information provided in the Program.  All medical information in the Program is for informational purposes only.

The Program may include information related to exercise and workouts.  The fitness information provided in the Program is for informational purposes only. Consult a physician or medical professional before beginning any fitness program. Any form of exercise poses inherent risk of injury and by voluntarily engaging in any exercise or workout presented in the Program, Client assumes the risk of any potential injury that may result. Even if the information provided in the Program is from a physical therapist or certified personal trainer, it is for informational purposes only.  

10. Likeness and Biographical Release.  Client grants Company the right to use Client’s image, visual likeness, portrait, photograph, video and sound recordings (collectively referred to as “Likeness”) in connection with the Program, including appearances on the Recordings.  Client grants Company the right to use Client's biographical information ("Biographical Information"), including, but not limited to name and other personal information conveyed to Company. Such Likeness and Biographical Information will be used in Recordings displayed or distributed during the Program, edited and unedited, and in connection with promotion and/or marketing for the Program and Company.  Client and Company agree to only use the Client's Likeness and Biographical Information in connection with the above uses and for no other purpose or purposes without the prior written consent of the Client.

11. Limitation of Liability.  THE PROGRAM IS SOLD “AS IS.”  TO THE EXTENT ALLOWABLE BY LAW, THE MAXIMUM LIABILITY OF COMPANY, ITS EMPLOYEES, AGENTS OR AFFILIATES, TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE FEES PAID UNDER THIS AGREEMENT. IN NO EVENT SHALL COMPANY BE LIABLE FOR LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE PROGRAM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 

12. Indemnification. Client shall indemnify, defend, and hold Company harmless from and against any loss, liability, damage, or expense, including reasonable attorney’s fees, incurred or suffered by or threatened against Company in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Company’s appearance or association with Client, unless such claim arises from Company’s material breach of any obligation and/or warranty made by Company hereunder. 

13. No Warranties.  EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES IN PARAGRAPH 3 OF THIS AGREEMENT, COMPANY MAKES NO WARRANTIES WHATSOEVER.  COMPANY EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROGRAM.

14. Interactions with Other Participants.  Client understands and agrees that Client is responsible for all interactions, outside of the Sessions that Client has with other participants in the Program.  It is Client’s responsibility to make an independent determination of any dealings, business or otherwise, that Client chooses to have with other participants.   Company expressly disclaims any liability that may stem from participant interactions.

15. Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of New Jersey without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America.  Jurisdiction of any and all such disputes will lie in the state and federal courts sitting in or nearest Bergen County, New Jersey.  Client consents to personal jurisdiction in the state and federal courts located therein and hereby waives all defenses of lack of personal jurisdiction and forum non-conveniens.

16. Force Majeure.  Company shall not be deemed in breach of this Agreement if Company is unable to complete the Program or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, pandemic, illness or incapacity or any local, state, federal, national or international law, governmental order or regulation or any event beyond Company’s control (collectively "Force Majeure Event").  Upon occurrence of a Force Majeure Event, Company shall give Client notice of its inability to perform or of delay in completing the Program and shall propose revisions to the schedule for completion of the Program.

17. Assignment. This Agreement shall not be transferred or assigned, in whole or in part, to any third party, in whole or in part, by Client without the express written consent of Company, which may be withheld in Company’s sole discretion. 

18. Notice.  Except as otherwise provided herein, all notices that either party is required or may desire to give the other party shall be in writing to the address set forth below for Company and at any mailing or email address provided for Client. Electronic mail is permissible but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt. 

Kamiyama Physical Therapy LLC

32 Washington St 2b2 

Tenafly, NJ 07670 

Attn:  Kento Kamiyama

Email:  kento@kamiyamapt.com

19. Program Requirements.

Client agrees to abide by the following rules:

• Be respectful and courteous to all other members and all coaches, instructors, and employees.
• Do not use abusive, derogatory, threatening, or discriminatory language, either directly or indirectly.
• Do not discriminate against or harass on the basis of any legally protected classification, including, but not limited to race, gender, age, disability, national origin, religion, sexual orientation, or gender identity.
• Do not sexually harass others or make improper advances.

Company reserves the right, in Company’s sole discretion, to remove any post, comment, or message, from the Program for any reason. 

Any content posted in the Program is the sole responsibility of the person(s) who created it, and Company and its employees, contractors and agents, undertake no obligation or liability related to such content. Company and its employees, agents, and contractors, do not undertake or assume any duty to monitor for inappropriate or unlawful content posted by any member, nor does it assume responsibility or liability that may arise from any content posted by a member, including, but not limited to, claims of defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, fraud, or misrepresentation.

All posts, comments, and messages shared in the Program are confidential and may not be shared by Client or another member outside of the Program.  Company reserves the right to report to the appropriate authority any post, comment, or message that Company deems, in its sole discretion, may implicate the safety of either a member or a third-party.

Client acknowledges, however, that the Program may be joined by any member of the public, and so confidentiality cannot be guaranteed.  Please do not post any information that you do not want shared.   

If Client violates these Program requirements, Client shall be in breach of this Agreement and Client may be immediately and permanently removed from the Program, in Company’s sole discretion.

20. Miscellaneous. If any provision of this Agreement is or becomes illegal, unenforceable, or 

invalid (in whole or in part for any reason), such provision shall be enforced to the maximum extent permitted and the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way. Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, limitations of liability and confidentiality obligations. Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.   This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter herein. This Agreement supersedes any prior agreement between the Parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing signed by the party to be charged.


Acknowledgment and Agreement

By signing below, I acknowledge that I have read, understood, and agree to the terms and conditions outlined in this Agreement. I understand that my participation in the Program constitutes my acceptance of these terms, and I agree to abide by all conditions set forth herein.