Effective as of:  January 1st 2017

 

Terms and Conditions

By accessing or using the Kenzai website (the “Site”), the Kenzai mobile application or the Kenzai services or products (collectively, the “Kenzai Services”), however accessed, you acknowledge and agree that you have read, understand, and agree to be bound by these terms of use (these “Terms and Conditions”).  If you do not agree to be bound by all of these Terms and Conditions, you may not access or use any of the Kenzai Services or Kenzai Content. These Terms and Conditions shall remain in full force and effect while you use the Services.

The following terminology applies to these Terms and Conditions and our Privacy Policy (the “Privacy Policy”), which is hereby incorporated into and made part of these Terms and Conditions: “Client”, “You” and “Your” refers to you, the person accessing or using the Kenzai Services and accepting the Company’s Terms and Conditions. “The Company”, “Kenzai”, “Ourselves”, “We” and “Us” refers to Kenzai Inc. “Party”, “Parties” or “Us” refers to both the Client and Ourselves, or either the Client or Ourselves, as the case may be. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of provision of the Kenzai Services, in accordance with and subject to applicable laws. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they are taken as interchangeable and therefore as referring to same.

 

Privacy Statement

We are committed to protecting your privacy. Authorized employees within the Company will only use information collected from individual customers as necessary to provide the Kenzai Services. The government has created specific offences for unauthorised actions against computer systems and data. We will investigate any such actions with a view to prosecuting and/or taking civil proceedings to recover damages against those responsible.  Please refer to our Privacy Policy here.

 

Confidentiality

Under applicable data protection laws, information concerning the Client and its Client records may be passed to certain third parties under applicable law. Client records are regarded as confidential and therefore will not be divulged to any third party, other than if legally required to do so to the appropriate authorities. Clients have the right to request copies of any and all Client records we keep, provided that we are given reasonable written notice of such a request. Clients are requested to retain copies of any Content they provide in connection with the Kenzai Services. 

 

We will not sell, share or rent your personal information to any third party or use your e-mail address for unsolicited mail. Any emails sent by this Company will only be in connection with the Kenzai Services.

 

Disclaimer; Limitations

Exclusions and Limitations

The Kenzai Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, this Company, its affiliates and their respective officers, directors, employees and agents hereby disclaim and exclude all representations and warranties, WHETHER express, implied OR STATUTORY, relating to the Kenzai Services, including without limitation any representation or warranty with respect to merchantability, fitness for a particular purpose, title or non-infringement.  The Company makes no warranties or representations about the accuracy or completeness OF ANY CONTENT RELATED TO THE KENZAI SERVICES (INCLUDING WITHOUT LIMITATION THE KENZAI CONTENT) AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT (INCLUDING KENZAI CONTENT) PROVIDED OR ACCESSED IN CONNECTION WITH THE KENZAI SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE KENZAI SERVICES OR KENZAI CONTENT, (III) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE COMPANY IN CONNECTION WITH THE KENZAI SERVICES, (V) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE KENZAI SERVICES THROUGH THE ACTIONS OF ANY THIRD PARTY, OR (VI) ERRORS OR OMISSIONS IN ANY CONTENT (INCLUDING KENZAI CONTENT) OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (INCLUDING KENZAI CONTENT) POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE KENZAI SERVICES. THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, SERVICE OR WEBSITE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE KENZAI SERVICES OR ANY HYPERLINK OR FEATURED IN ANY USER CONTENT OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS, SERVICES OR WEBSITES. 

 

Limitation on Liability

IN NO EVENT SHALL THIS COMPANY, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST PROFITS OR LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF GOODWILL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THIS COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. 

 

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT THIS COMPANY, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. 

 

Limitation on Damages

EXCEPT FOR YOUR OBLIGATIONS AND LIABILITY UNDER THE SECTION OF THESE TERMS AND CONDITIONS TITLED “INDEMNIFICATION,” THE AGGREGATE LIABILITY OF A PARTYFOR ALL CLAIMS ARISING UNDER THESE TERMS AND CONDITIONS SHALL BE LIMITED TO THE GREATER OF (I) $100 AND (II) THE FEES ACTUALLY PAID TO THIS COMPANY FOR THE KENZAI SERVICE GIVING RISE TO THE LIABILITY.

 

Indemnification

You agree to defend, indemnify and hold harmless this Company, its affiliates and their respective officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorneys’ fees and other costs of legal defense) arising from: (i) your use of and access to the Kenzai Services; (ii) your breach of any representation, warranty, covenant or other term of these Terms and Conditions; (iii) your violation of any third-party right, including without limitation any copyright, property, intellectual property or privacy right; or (iv) your Content or any claim that any of your Content caused damage to a third party. The obligations set forth in this paragraph shall survive any termination or expiration of these Terms and Conditions and your use of the Kenzai Services.

 

Health Disclaimer

This Site offers health, fitness and nutritional information and is designed for educational purposes only. You should not rely on this information as a substitute for, nor does it replace, professional medical advice, diagnosis, or treatment. If you have any concerns or questions about your health, you should always consult with a physician or other health-care professional.

 

Do not disregard, avoid or delay obtaining medical or health related advice from your health-care professional because of something you may have read on this Site. The use of any information provided on this Site is solely at your own risk.

 

Nothing stated or posted on this Site or available through any programs is intended to be, and must not be taken to be, the practice of medical or counseling care. For purposes of these Terms and Conditions, the practice of medicine and counseling includes, without limitation, psychiatry, psychology, psychotherapy, or providing health care treatment, instructions, diagnosis, prognosis or advice.

 

The exercises and other recommendations specified via the Kenzai Services may not be ideal for every person. Before trying them out, please consult a qualified medical professional who understands your physical conditions better. We are not responsible for any physical inconvenience, ailment, injury, loss or any other mishaps caused by the use of Kenzai Services.

 

Membership and Account

In consideration of your use of the Kenzai Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction and will only use the Site for legitimate purposes. You also agree to provide true, accurate, current and complete information about yourself when you apply for Kenzai membership. If you provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Kenzai has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Kenzai has the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). If you use the Site, you are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account or password. Because of this, we strongly recommend that you exit from your account at the end of each session. You agree to notify Kenzai immediately of any unauthorized use of your account or any other breach of security. Kenzai reserves the right to refuse membership or service, terminate membership, or remove or edit Content in its sole discretion without any liability to You or any other user. Notwithstanding the above, we retain the right at our sole discretion to deny access to anyone to the Site and the Kenzai Services and Kenzai Content we offer and membership at any time and for any reason, including, but not limited to, for violation of these Terms and Conditions or the Privacy Policy.  

 

The Kenzai Services may contain text, files, photos, pictures, images, illustrations, video, icons, links, software, data, comments, musical works and other audio and sounds, postings, scripts, graphics, interactive features, trademarks, service marks, trade names, trade dress, brands, logos and other content, files, materials and works of authorship (collectively, and together with the selection and arrangement thereof, “Content”) of Kenzai and third parties (other than Content submitted by you via the Kenzai Services) (“Kenzai Content”)

 

The Kenzai Services allows Kenzai users to share their Content. Your Content may be hosted, shared, and/or published as part of the Kenzai Services, and may be visible to other users of the Kenzai Services.

You shall be solely responsible for your own Content and the consequences of posting or publishing such Content. User-submitted Content does not necessarily represent the views or opinions of Kenzai, and Kenzai makes no guarantees as to the validity, accuracy or legal status of any Content. In connection with your Content, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, title, interests, consents, and permissions to use and authorize Kenzai to use all Content in the manner contemplated by the Kenzai Services and these Terms and Conditions (including without limitation patent, trademark, trade secret, copyright or other proprietary rights in and to such Content); (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in your Content to use and authorize Kenzai to use the name or likeness of each and every such identifiable individual person and such Content in the manner contemplated by the Kenzai Services and these Terms and Conditions, and (iii) the posting of your Content on or through the Kenzai Services does not violate the copyright, trademark, patent, trade secret, privacy, publicity, contract, or any other right of any person. You retain all of your ownership rights in your Content, but by submitting such Content to Kenzai, you hereby automatically grant to Kenzai a worldwide, non-exclusive, royalty-free, fully-sublicensable, fully-transferable license to use, reproduce, copy, distribute, prepare derivative works of, display, transmit and perform the Content in connection with the Kenzai Services and Kenzai’s (and any successor’s) business, including without limitation for promoting and redistributing part or all of the Kenzai Services (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each Kenzai user that subscribes to, views or uses your Content in any manner on or via the Kenzai Services a non-exclusive license to access your Content through the Kenzai Services. The foregoing license granted by you terminates once you remove or delete Content from the Kenzai Services.

In connection with your Content, you further agree that you will not: (i) publish falsehoods or misrepresentations that could damage Kenzai or any third party; (ii) submit material that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iii) post advertisements or solicitations of any business; (iv) impersonate another person; (v) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (vi) interfere with or disrupt the integrity or performance of the Kenzai Services or the data contained therein; or (vii) attempt to gain unauthorized access to the Kenzai Services, the Kenzai Content or its related systems or networks.

 

Kenzai expressly disclaims any and all liability in connection with all user Content and Kenzai content. Kenzai does not permit copyright infringing activities and infringement of intellectual property rights via its Kenzai Services, and Kenzai will remove Content if properly notified that such Content infringes on another's intellectual property rights. Such takedown notices may be emailed to Kenzai via Kenzai.com. Kenzai reserves the right to remove any Content without prior notice. 

 

Membership Fee

Your annual membership fee is subject to taxation in accordance with applicable federal or state law. The annual membership fee does not include applicable taxes. We may change the membership fee at any time, but changes will apply only to new and Renewal Memberships. 

 

Term; Continuous Membership; Billing.

The initial term of a membership shall commence on the date it is purchased and continue until one year from the date in which the membership was purchased. Each membership will automatically renew (referred to as a "Renewal Membership") each year for additional one-year periods (referred to as "Continuous Membership") unless (i) you notify member services in writing, of your decision to opt out of Continuous Membership; or (ii) your membership is cancelled or we terminate your membership. 

 

Renewal Membership fees will be billed annually and automatically to the credit card we currently have on file, in the amount of the then current membership fee on or around the day in which your current membership or Renewal Membership term expires. 

 

Cancellation; Termination.

(a)You have the right to cancel your membership at any time.

 

(b) Cancellation must be made within 14 days from an individuals’ membership or program start date. Notification, for instance in person, via email, mobile phone ‘text message’ and/or fax or any other means will be accepted subject to confirmation in writing. We reserve the right to levy a US$30 charge to cover any subsequent administrative expenses.

 

(c) Both the Client and the Company have the right to terminate their relationship for any reason, including the ending of Kenzai Services that are already underway. After the earlier of 14 days from the start of an individual’s membership or program no refunds shall be offered where a service is deemed to have begun and is, for all intents and purposes, underway. Any monies that have been paid to us which constitute payment in respect of the provision of unused services not yet commenced at the time of termination thereof shall be refunded.

 

(d) Upon cancellation of membership, you are relinquishing your current annual membership rate and understand you will not be able to rejoin at a later time at that rate. You will also be relinquishing any points or rewards that were accrued during your membership term, as well as any current or ongoing benefits you were enrolled in as a member. 

 

Payment

Visa and MasterCard Credit/Debit cards are all acceptable methods of payment. We require payment in full before receipt of any Kenzai Services provided by the Company. All goods and information and Kenzai Content provided in connection with our Kenzai Services remain the property of the Company and are not for third party distribution unless you have the express prior written consent of the Company. Monies that remain outstanding by the due date may result in delay or cancellation of Kenzai Services until such time as the balance is paid in full and final settlement. We reserve the right to seek recovery of any monies remaining unpaid sixty days from the date of invoice via collection agencies and/or through court or other legal proceedings. In such circumstances, you shall be liable for any and all additional administrative and/or court or other legal costs and expenses.

 

Availability

You are solely responsible for evaluating the fitness for a particular purpose of any Content available through the Kenzai Services. Redistribution or republication of any part of this Site or its Content is prohibited, including such by framing or other similar or any other means, without the express written consent of the Company. The Company does not warrant that the Kenzai Services will be uninterrupted, timely or error free. 

 

Log Files

We use IP addresses to analyse trends, administer the Site, track users’ movement and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information. Additionally, for systems administration, detecting usage patterns and troubleshooting purposes, our web servers automatically log standard access information including browser type, access times/open mail, URL requested and referral URL. This information is not shared with third parties and is used only within the Company on a need-to-know basis. Any individually identifiable information related to this data will never be used in any way different to that stated above without your explicit permission.

 

Cookies

Like most interactive web sites this Site (or ISP) uses cookies to enable us to retrieve user details for each visit. Cookies are used in some areas of our site to enable the functionality of this area and ease of use for those people visiting. Some of our affiliate partners may also use cookies.

 

Links to This Website

If you create a link to a page of the Site you do so at your own risk and the exclusions and limitations set out above will apply to your use of the Site by linking to it.

 

Links from This Website

We do not monitor or review the content of other parties’ websites which are linked to from this Site. Opinions expressed or material appearing on such websites are not necessarily shared or endorsed by us, and we should not be regarded as the publisher of such opinions or material. Please be aware that we are not responsible for the privacy practices or content of these sites. We encourage our users to be aware when they leave our Site and to read the privacy statements of these sites. You should evaluate the security and trustworthiness of any other site connected to this Site or accessed through this Site yourself, before disclosing any personal information to them. The Company will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from your disclosure to third parties of personal information.

 

Intellectual Property

The Kenzai Services and Kenzai Content are owned by or licensed to Kenzai and are protected by copyright, trademark, patent, trade secret, privacy, publicity and other United States and foreign laws. As between you and Kenzai, Kenzai retains ownership of the Kenzai Services and Kenzai Content. Kenzai hereby grants you a limited, revocable, non-sublicensable, non-transferable license to reproduce and display the Kenzai Content (excluding any software code) solely in connection with using the Kenzai Services as provided in these Terms and Conditions. Kenzai reserves all rights not expressly granted herein in and to the Kenzai Services and Kenzai Content. You agree to not engage in the use, copying, modification, translation, publishing, broadcasting, transmission, distribution, performance, reproduction, display, republishing, downloading or selling of any component of the Kenzai Services (including without limitation any Kenzai Content) other than expressly permitted herein, including without limitation any use, copying, modification, translation, publishing, broadcasting, transmission, distribution, performance, reproduction, display, republishing, downloading or selling of information or content of third parties obtained through the Kenzai Services for any commercial purposes.

 

You further agree and acknowledge that: (i) your use of the Kenzai Services and Kenzai Content is solely for your personal use, and (ii) you will not attempt to reverse engineer, alter or modify any part of the Kenzai Services or Kenzai Content.  If you breach these Terms and Conditions or any applicable law, rule, regulation or order, your authorization to use the Kenzai Services and Kenzai Content automatically terminates.

 

Communication

We have several different e-mail addresses for different queries. These, and other contact information, can be found on our Contact Us link on this Site or via Company literature or via the Company’s stated telephone, facsimile or mobile telephone numbers.

 

The Company is registered in Wilmington, Delaware, FEIN 475436097 & California Corporation ID Number: C3841306, with its registered office at Corporations Service Company, 2711 Centerville Road, Suite 400 Wilmington, New Castle County, Delaware 19808 and head office address at 180 Sansome Street, 4F San Francisco CA 94104 

 

Force Majeure

Other than payment obligations hereunder, neither Party shall be liable to the other for any failure to perform any obligation under these Terms and Conditions which is due to an event beyond the control of such Party including, but not limited to, any act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man made eventuality outside of such Party’s control. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the Terms and Conditions contained herein.

 

General

The laws of California govern these Terms and Conditions. By accessing this Site or using the Kenzai Services or Kenzai Content in any way, you consent to these Terms and Conditions and to the exclusive jurisdiction of the courts of the state of California in all disputes arising out of such access or use. If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to, the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply. Failure of the Company to enforce any of the provisions set out in these Terms and Conditions and any other agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any other such agreement or any part thereof, or the right thereafter to enforce each and every provision. These Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Kenzai without restriction. YOU AND KENZAI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE KENZAI SERVICES OR KENZAI CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

 

Notification of Changes

The Company reserves the right to change these Terms and Conditions from time to time as it sees fit, and your continued use of the Site, the Kenzai Services or the Kenzai Content will signify your acceptance of any adjustment to these Terms and Conditions.  Any such change shall become effective upon our posting of the amended Terms and Conditions on the Site. If there are any changes to our Privacy Policy, we will announce that these changes have been made on our home page and on other key pages on our Site. If there are any changes in how we use our Site customers’ personally identifiable information, notification by e-mail or postal mail will be made to those affected by this change. Any changes to our Privacy Policy will be posted on our Site prior to these changes taking place. You are therefore advised to re-read these Terms and Conditions and our Privacy Policy on a regular basis

 

Your accessing of this Site and/or use of the Kenzai Services or Kenzai Content indicates your understanding, agreement to and acceptance of the Terms and Conditions contained herein.