THESE TERMS CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE YOU TO RESOLVE ANY DISPUTE WITH US THROUGH MEDIATION AND WITHOUT A JURY TRIAL, ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION.

The Terms & Conditions, along with these Additional Terms govern your access to, and use of, the Miyagi Services, including the App and other Services outlined above. PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 13 YEARS OF AGE AND YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OR YOU ARE UNDER 13 YEARS OF AGE, YOU MAY NOT ACCESS OR USE THE SERVICES. You also agree to be bound by our Privacy Policy (“Miyagi Privacy Policy”), the terms of which are incorporated by reference into these Terms. Capitalized terms not defined in the body of these Terms will have the meanings set forth in the Miyagi Privacy Policy.

The Services available for use by you depends on the type of Services you’ve selected and whether you have paid the applicable fee in full or your use is limited to those provided free of charge. If you use it free of charge you only have access to certain basic functions and information of the respective Service. More functions are available to you if you pay the respective fee for the Services. The minimum service period is 26 weeks, and payments are non-refundable, except in exceptional circumstances.

Other than in exceptional circumstances as defined here, no part of the Service fee shall be refundable, even if you do not wish to continue to receive the services for the full contract period. This means there is no ‘cooling off period’ or ‘change of mind’ refund available to you.

Your access to and use of the Services is at your own risk. 

YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND DEFECTS AND WITHOUT ANY KIND OF WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. 

WE MAKE NO WARRANTY THAT THE APP WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE. 

WE DO NOT ASSUME ANY OBLIGATION TO MONITOR ACTIVITIES CONDUCTED ON THE APP.

WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE APP.

ALL INFORMATION, INCLUDING, WITHOUT LIMITATION, INFORMATION RELATING TO MEDICAL AND HEALTH CONDITIONS, PROVIDED ON THE APP BY MIYAGI IS STRICTLY FOR INFORMATIONAL AND EDUCATIONAL PURPOSES AND SHOULD NOT BE CONSIDERED MEDICAL ADVICE. YOU SHOULD ALWAYS CONSULT WITH A HEALTHCARE PROFESSIONAL BEFORE MAKING ANY CHANGES TO YOUR DIET OR EXERCISE ROUTINE. YOU SHOULD NOT USE THE INFORMATION AS A SUBSTITUTE FOR MEDICAL ADVICE FROM YOUR OWN MEDICAL PROVIDER, AS A MEANS TO DIAGNOSE ANY HEALTH PROBLEM, DISEASE, OR OTHER MEDICAL CONDITION. MIYAGI ASSUMES NO LIABILITY FOR ANY INACCURACIES IN ANY INFORMATION PROVIDED. AS SUCH, IT IS IMPERATIVE THAT YOU CONSULT WITH YOUR OWN MEDICAL PROFESSIONAL ABOUT YOUR PARTICULAR MEDICAL CONDITIONS AND HEALTHCARE NEEDS. TO THE FULLEST EXTENT POSSIBLE UNDER THE LAW, YOU WILL IN NO WAY HOLD US OR ANY OF OUR STAFF LIABLE FOR ANY INJURY OR ILLNESS SUSTAINED AS A RESULT OF YOUR USE OF THE APP.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, WE WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOST PROFITS, OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, THE APP, OR THESE TERMS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE APP; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE APP, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE APP; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, OUR TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE APP, THE SERVICES AND THESE TERMS WILL AT ALL TIMES BE LIMITED TO THE TOTAL AMOUNT YOU PAID FOR THE SERVICES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. IN NO EVENT WILL OUR PROVIDERS HAVE ANY INDIVIDUAL OR INDEPENDENT LIABILITY UNDER OR RESULTING FROM THESE TERMS, EXCEPT IN THE INSTANCE OF THEIR GROSS NEGLIGENCE.

In order to use the Services, you will be required to register and open a user account, which will require that you provide use with certain personal data. This data is necessary to customize a plan toward your specific needs. You acknowledge that the information that you provide us is accurate and that you will update your personal information as any changes occur. Any of your personal information provided to us will be dealt with in accordance with our privacy policy (which can be accessed here).

License. You hereby grant Miyagi an irrevocable, non-exclusive, royalty-free and fully paid, worldwide, transferable license, with the right to sublicense through multiple tiers, to reproduce, distribute, modify, publicly display, publicly perform, prepare derivative works of, transmit, and otherwise use (a) your Public Content in any manner and for any purpose and (b) your User Content for the purposes of providing you and other users the Services. “User Content” means any and all submissions, assessments, entries, and other content and information that a user submits to, posts on, or makes available to the App, but excluding Public Content. “Public Content” means any and all messages, comments, and other content and information that a user submits to, posts on, or makes available to the Public Areas. User Content and Public Content sometimes are referred to herein together as “Content”. You represent and warrant that: (a) you have the right to grant the foregoing license and to post and submit the User Content and Public Content; and (b) the User Content and Public Content will not infringe, misappropriate, or violate any third party rights (including any intellectual property rights). You are solely responsible for your User Content and Public Content.

User Guidelines and Restrictions: You represent, warrant and agree that:

you will comply with all applicable laws, including privacy laws and intellectual property laws;

you will not post inappropriate, inaccurate, untruthful, or objectionable content to the Services;

you will not bully, harass, or advocate harassment of another user or person;

you will not solicit passwords or Personal Data of any kind for commercial or unlawful purposes from other users, or engage in commercial activities and/or sales such as contests, sweepstakes, barter, advertising, and pyramid schemes;

you will not post content that contains “junk mail” or “chain letters”;

you will not post content that is obscene or that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual;

you will not post or upload any virus, time bomb, worm, corrupted file, or other software routine capable of disrupting, disabling, or harming the operation of, or providing unauthorized access, to the App;

you will not use the Services to do or promote anything that is unlawful, illegal, misleading, defamatory, or libelous;

you will not promote, or upload or post anything that contains, an illegal and/or unauthorized copy of another person’s copyrighted work (whether marked as such or not).

If you violate the guidelines listed above, any other user guidelines posted on the App, the terms of these Terms, or if Miyagi believes that any of your conduct or content is offensive or illegal, violates the rights of, harms, or threatens the safety of third parties, or may create liability for Miyagi or third parties, Miyagi reserves the right (but is not obligated) to investigate and take appropriate legal action in its sole discretion, including removing such content from the Services, notifying the appropriate authorities regarding the source of such content, barring you from accessing the Services, and terminating any Account you may have with Miyagi.

Public Content Advisory and Disclaimer: We do not take responsibility for Public Content or User Content posted via the Services. We may, but are not required to, monitor or control any such content. You acknowledge that Miyagi is not responsible for any Public Content or User Content privately transmitted to you; rather, the originator of all such content is solely responsible for such content. Any use or reliance on any Public Content or User Content or materials posted via the App or which you obtain through the Services is at your own risk.  We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the App. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services.

Other usage restrictions: You may not do any of the following while accessing or using the App: (i) access, tamper with, or use non-public areas of the App, Miyagi’s computer systems, or the technical delivery systems of Miyagi’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Miyagi (and only pursuant to those terms and conditions); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content in a manner that interferes with or creates an undue burden on the Services.

Indemnification. You agree to indemnify and hold Miyagi, its subsidiaries, affiliates, directors, officers, agents, representatives, and employees harmless from any loss, liability, claim, demand, costs, or expenses, including reasonable attorney’s fees, arising out of or relating to your: (a) User Content or Public Content; (b) use of the App or the Services; (c) breach of these Terms; (d) breach or inaccuracy of any representation or warranty made under these Terms; or (e) violation of applicable laws or any of the rights of third parties.

You acknowledge that any material provided to you that is not in the public domain is our intellectual property and may not be dealt with by you without our consent.

Miyagi owns the App, all information provided in the App and the Services (“App Content”), excepting personal data you provide, and all intellectual property rights relating to the App and App Content as so limited. Any unauthorized reproduction, modification, distribution, transmission, display, scrape, or performance of any portion of the App or the Services, or any other content contained in the App and other Services is strictly prohibited. No implied licenses are provided in these Terms, and Miyagi reserves all rights not expressly granted under these Terms. 

For the purpose of these Terms, “material” means any material published on the App, including, without limitation, all text, images, and graphics of any nature whatsoever, regardless of whether copyright and/or database right or any other intellectual property rights in the material vest in us, our licensors or third parties. You may download and print extracts from the material and make copies of these for your own personal use ONLY. You are not allowed to download or print the material, or extracts from it, for any commercial purposes or to disseminate it in any form, without our express, written consent. For permission to use any of the material in the Services, you may email us to obtain our consent at customersupport@miyagi.coach.

If you believe that any of the material shared on the App or other Services infringes upon your rights in such a manner that it constitutes copyright infringement, please notify us in accordance with the requirements of the Digital Millennium Copyright Act (DMCA), 17 U.S.C. 512. At a minimum, you must provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) an identification of the location on the App of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion. We further reserve the right to terminate a user’s access or account where it is determined that repeated infringement allegations are asserted against the user.

Miyagi’s Copyright Agent for notice of claims of copyright infringement may be reached at: Miyagi Copyright Agent, 30 N Gould Street STE R Sheridan WY 82801.

These Terms and Conditions are private and confidential. They are provided to you for your personal use only and must not be republished, distributed, or shared with any third party without our express written consent.

By using the Services, you agree to receive certain electronic communications from Miyagi. You agree that any notice, agreement, disclosure or other communication that Miyagi sends you electronically will satisfy any legal communication requirements, including that such communications be in writing.

You agree to submit any and all disputes, claims, or controversies arising out of or relating to your use of Services or these Terms to JAMS, or its successor, for mediation in Detroit, Michigan. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, which must set forth the subject of the dispute, the relief requested, and the factual and legal bases for such relief. You agree to cooperate with JAMS and with Miyagi in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The parties shall participate in the mediation in good faith and equally share the costs of the mediation. If the dispute is not resolved by mediation, the party seeking relief may pursue all remedies available at law, subject to the terms of these Terms. Notwithstanding this section, we may (i) terminate, modify or freeze your use of Services or these Terms according to its terms and/or (ii) seek injunctive relief.

Any notice to JAMS required under this section shall be mailed to 150 W Jefferson Ave STE 1600, Detroit, MI 48226. Any notice to Miyagi required under this section shall be mailed to 30 N Gould St., Ste. R, Sheridan, Wyoming, 82801, with a copy to ATLAW General Counsel, PLLC, Attn: Dewnya Bazzi, 3 Parklane Blvd., Ste. 400W, Dearborn, MI 48126.

You agree that any claim, dispute, or controversy arising out of or relating to your use of the Services or these Terms, including any conduct related to these Terms following termination hereof (each, a “Dispute”) will be governed exclusively by the laws of the State of Wyoming, without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You hereby consent to waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Sheridan County, Wyoming. 

YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES.

YOU AGREE NOT TO JOIN OR CONSOLIDATE CLAIMS BY OTHER USERS, OR TO PURSUE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

Any cause of action or claim you may have with respect to the Services (including but not limited to the purchase of Miyagi products and services), whether against Miyagi or any of our clients, and our and their officers, directors, employees, agents, representatives, affiliates, successors, assigns, licensors, service providers, or platform provider for any third-party platform related to your use of the Services, of any kind under any circumstances, must be commenced within one (1) year after the claim or cause of action arises or more than one year after you know, or in the exercise of reasonable care could know, of any circumstances, whether by act or omission, that may give rise to such claim.

You consent to receive service of process by electronic means or social media to the extent allowed by the applicable federal or state court. (This constitutes express agreement of the parties regarding your consent pursuant to Federal Rule of Civil Procedure 5(b)(2)(E) and any applicable state law equivalent.)

If any provision in these Terms of Use is held invalid, the remainder of these Terms of Use shall continue to be enforceable. If any provision in these Terms of Use is deemed unlawful, void or unenforceable, then that provision is deemed severable from these Terms of Use and the remaining provisions are still valid and enforceable.

Miyagi’s failure to insist upon or enforce strict performance of any of these Terms of Use shall not be considered a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall modify any of these Terms of Use. 

Miyagi may assign its rights and duties under these Terms to any party at any time without notice to you. You may not assign your rights or duties under these Terms, without our express written consent.

We may amend these Terms and our Privacy Policy from time to time. We will notify you in the App if we make material changes to these Terms. Any such changes will be effective immediately to all new users of the Services and immediately after thirty (30) calendar days have passed since such notice of change has been posted in the App. All such changes are hereby incorporated by reference into these Terms. Continued use of the Services following notice of such changes shall indicate your acknowledgement of, and agreement to be bound by, such changes. Except as otherwise provided in this section, no amendment to these Terms will be valid unless in a writing hand-signed by the parties.