Terms & Conditions
1. Agreement to Terms
These Terms and Conditions (“Terms”) govern your access to and use of the Mihama Acquisitions website located at mihamainc.com (the “Site”) and the professional advisory services provided by Mihama Acquisitions, LLC (“Mihama,” “we,” “us,” or “our”). By accessing the Site or engaging our services, you agree to be bound by these Terms. If you do not agree, please discontinue use immediately.
These Terms apply to all visitors, clients, prospective clients, and others who access the Site or interact with Mihama in connection with a potential or ongoing advisory engagement. They do not supersede or replace any signed engagement letter or advisory agreement, which shall govern the specific terms of any client relationship.
2. Nature of Services
Mihama Acquisitions provides mergers and acquisitions advisory services to owners of healthcare practices, with a focus on outpatient physical therapy, occupational therapy, and speech therapy organizations. Our services include, but are not limited to:
- Preparation of marketing materials, including teasers and Confidential Information Memoranda (CIMs).
- Financial analysis, EBITDA recasting, and addback identification.
- Buyer outreach and auction management.
- Management call coordination and due diligence support.
- Letter of Intent (LOI) review, negotiation support, and closing coordination.
Mihama is not a law firm, accounting firm, or licensed securities dealer. Nothing on this Site or provided in the course of our services constitutes legal, tax, accounting, or securities advice. Clients are strongly encouraged to retain independent legal counsel and tax advisors in connection with any transaction.
3. No Obligation to Transact
Engaging Mihama’s services or accessing this Site does not obligate you to complete any transaction. You may withdraw from the process at any stage, for any reason, without penalty. Mihama’s advisory fee is earned solely upon the closing of a transaction on terms mutually agreed to in the applicable engagement letter. No fee is due if a transaction does not close.
4. Confidentiality
Mihama treats all seller-provided information as strictly confidential. We will not disclose your identity, your practice name, or your intentions to sell to any prospective buyer without your explicit, written approval. Buyer outreach is conducted using anonymous teasers, and your identity is shared with a buyer only after that buyer has signed an NDA.
By engaging Mihama, you grant us the limited right to use your financial and operational information solely for the purpose of marketing your practice to approved buyers and facilitating the transaction process. This right terminates upon the conclusion of the engagement.
5. Accuracy of Information
You represent and warrant that all information you provide to Mihama in connection with a potential transaction is accurate, complete, and not misleading. You acknowledge that Mihama will rely on this information in preparing marketing materials and presenting your organization to prospective buyers. Misrepresentation of material facts may expose you to liability under applicable law, including under any Definitive Purchase Agreement executed with a buyer.
6. Intellectual Property
All content on the Mihama Acquisitions website—including text, graphics, logos, design elements, and proprietary marketing frameworks—is the intellectual property of Mihama Acquisitions, LLC and is protected by applicable copyright and trademark law. You may not reproduce, distribute, modify, or use any Site content for commercial purposes without our express written consent.
Marketing materials prepared by Mihama on your behalf (including CIMs, teasers, and data room models) are prepared as work product for the specific purpose of facilitating your transaction. These materials may not be repurposed, shared outside the transaction process, or used to engage buyers independently without Mihama’s written consent.
7. No Guarantee of Outcome
While Mihama uses commercially reasonable efforts to achieve favorable outcomes for its clients, we make no guarantees regarding the valuation, deal structure, or successful closing of any transaction. Market conditions, buyer behavior, due diligence findings, and other factors outside our control may affect the outcome of any process. Past transactions referenced on this Site are illustrative only and are not guarantees of future results.
8. Limitation of Liability
To the maximum extent permitted by applicable law, Mihama Acquisitions, LLC, its members, officers, employees, and agents shall not be liable for any indirect, incidental, consequential, punitive, or special damages arising from your use of this Site or your engagement of our services, even if we have been advised of the possibility of such damages. Our total liability in connection with any claim arising from our advisory services shall not exceed the fees actually paid by you to Mihama in the six (6) months preceding the claim.
9. Indemnification
You agree to indemnify, defend, and hold harmless Mihama Acquisitions, LLC and its affiliates, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) your use of this Site; (b) your engagement of our services; (c) any misrepresentation or breach of warranty by you; or (d) your violation of these Terms or any applicable law.
10. Third-Party Links
This Site may contain links to third-party websites for informational purposes. Mihama does not control, endorse, or assume responsibility for the content or practices of any third-party site. Accessing third-party links is at your own risk.
11. Disclaimer of Warranties
This Site and all content and services provided by Mihama are offered on an “as is” and “as available” basis without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Site will be uninterrupted, error-free, or free of viruses or other harmful components.
12. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising from or related to these Terms or your use of our services shall first be submitted to good-faith negotiation. If unresolved, disputes shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in New York, New York. Each party shall bear its own costs, except that the prevailing party may be awarded reasonable attorneys’ fees as determined by the arbitrator.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect confidential information or intellectual property rights.
13. Changes to These Terms
We reserve the right to update or modify these Terms at any time. We will post the updated Terms on this page with a revised effective date. Your continued use of the Site or services after such changes constitutes acceptance of the revised Terms. We encourage you to review these Terms periodically.
14. Severability
If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, and all other provisions shall remain in full force and effect.
15. Entire Agreement
These Terms, together with our Privacy Policy and any signed engagement letter between you and Mihama, constitute the entire agreement between you and Mihama Acquisitions, LLC with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, or understandings.
16. Contact Information
Questions regarding these Terms may be directed to:
Mihama Acquisitions, LLC
Email: info@mihamainc.com
Phone: 347.878.2941
Website: www.mihamainc.com