Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Breakthrough Health Labs, Inc. ("Breakthrough," "we," "us," or "our"). By creating an account, submitting an intake form, or otherwise using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you do not agree to these Terms, do not access or use our services.

You agree that your electronic acceptance of these Terms constitutes a legally binding agreement.

2. Description of Services

Breakthrough operates a therapist matching platform that connects individuals seeking mental health support with independent, licensed therapists ("Therapists"). Our services include collecting intake information from users, using that information to recommend Therapist matches, and facilitating initial connection between users and Therapists. The Services are administrative and informational in nature.

Your decision to engage with any Therapist creates a separate clinical relationship between you and that Therapist, governed by that Therapist's own agreements and policies. Use of the Services does not create a provider-patient, therapist-client, or healthcare relationship between you and Breakthrough.

Breakthrough does not provide medical advice. Any information provided through the platform is for informational purposes only and is not a substitute for professional medical or mental health advice, diagnosis, or treatment.

3. Eligibility

To use our services, you must:

• Be at least 18 years of age
• Be located in a jurisdiction where our services are available (currently the State of Hawaiʻi)
• Provide accurate, current, and complete information as requested
• Have the legal capacity to enter into a binding agreement

If we discover or have reason to believe that a user is under 18, we will promptly terminate that user's access and delete any information collected from that user in accordance with applicable law.

4. Not a Crisis Service

Breakthrough does not monitor intake submissions or user activity for crisis situations and cannot provide emergency assistance.

5. User Information, Consent, and the Matching Process

5.1 Information You Provide

When you submit information through our intake process, you represent and warrant that all responses are accurate, truthful, and complete. You acknowledge that the quality and relevance of any Therapist matches depend on the information you choose to provide.

5.2 How Your Information Is Used

Your intake responses are used to generate Therapist recommendations based on your stated needs, preferences, and circumstances. By submitting your intake, you expressly consent to the following:

• Matching: We use your responses to identify potential Therapist matches using non-clinical criteria such as preferences, availability, and general areas of focus.
• Sharing with Therapists: We may share limited portions of your intake responses with one or more Therapists for the purpose of evaluating potential fit and availability. Information shared is limited to what is reasonably necessary for this purpose and may include presenting concerns, preferences, and logistical details (such as scheduling or insurance).
• No sale of data: We do not sell your personal information to third parties.

For full details, refer to our Privacy Policy.

5.3 No Guarantee of Match, Fit, or Assessment Accuracy

Breakthrough does not guarantee that:

• You will receive any Therapist matches
• Any Therapist will accept you as a client
• Any match will be appropriate, available, or effective
• Any therapeutic relationship will be successful
• Style indicators, attributes, or labels on Therapist profiles are definitive or perfectly accurate. These indicators are based on self-reported therapist information and are intended as directional tools to support your decision-making, not as validated psychometric data.

Breakthrough has no obligation to provide matches, maintain access to the Services, or continue facilitating connections for any user. Matching recommendations and style indicators may be generated or assisted by automated systems and may be incomplete, subjective, or inaccurate. You acknowledge that the only way to truly assess therapeutic fit is through direct consultation and engagement with a Therapist.

5.4 Communications and Contact Consent

By providing your contact information, you consent to receive communications from Breakthrough, including emails, calls, and text messages (including via automated dialing systems or prerecorded messages) related to your use of the Services. Consent is not a condition of using the Services. Message and data rates may apply. You may opt out at any time.

6. Therapist Independence

All Therapists available through the Breakthrough platform are independent licensed professionals. They are not employees, agents, partners, or representatives of Breakthrough.

Each Therapist is solely and independently responsible for:

• All clinical care, treatment decisions, and professional judgment
• Maintaining appropriate licensure, credentials, and insurance
• Compliance with applicable laws and regulations
• Clinical recordkeeping and documentation
• Obtaining informed consent for treatment
• Ensuring they are licensed and authorized to provide services in the jurisdiction where the client is located

Breakthrough does not supervise, control, or direct any Therapist's clinical work. Breakthrough may, but is not obligated to, perform administrative checks (such as verifying licensure status where feasible). We do not guarantee the accuracy, completeness, or ongoing validity of any Therapist's credentials, competence, or quality of care. The inclusion of a Therapist on the platform does not constitute an endorsement or guarantee of services.

Breakthrough does not have an obligation to screen, verify, or monitor Therapists beyond any checks we choose to perform at our discretion. Users are solely responsible for evaluating whether a Therapist is appropriate for their needs.

7. Limitation of Clinical Liability and Platform Role

Breakthrough is a technology platform that facilitates connections between users and independent Therapists. We do not provide healthcare services.

Accordingly:

• We do not provide therapy, counseling, diagnosis, or medical advice
• We do not monitor therapy sessions, communications, or ongoing relationships between users and Therapists
• We do not supervise or control any Therapist's clinical work
• We are not responsible for the quality, safety, legality, or effectiveness of any services provided by a Therapist

Breakthrough's matching process is based solely on user-provided information and general non-clinical criteria. It does not constitute a clinical evaluation, medical advice, or a recommendation of treatment.

You agree not to rely on the Services or any information provided by Breakthrough as a substitute for professional medical or mental health advice, diagnosis, or treatment.

Breakthrough is not responsible for:

• Any act, omission, or malpractice by a Therapist
• Any interaction, communication, or dispute between you and a Therapist
• Any interruption, discontinuation, or termination of care
• Any outcomes arising from your engagement with a Therapist

Breakthrough has no obligation to monitor, review, or intervene in any interactions between users and Therapists. Your relationship with any Therapist is solely between you and that Therapist and is governed by that Therapist's own policies and agreements.

8. Payments, Fees, and Insurance

Breakthrough may display general pricing information for Therapists on our platform and may provide cost estimates or insurance guidance for informational purposes.

Unless otherwise explicitly stated in writing, all payments for therapy services are handled directly between you and your Therapist. Breakthrough is not a party to the financial arrangement between you and your Therapist and is not responsible for:

• Billing disputes
• Insurance claims, reimbursements, or coverage determinations
• Payment processing errors
• Fees charged by Therapists

If Breakthrough introduces any direct fees for its matching services in the future, those fees will be clearly disclosed to you before you incur them.

9. Privacy and Data Practices

9.1 Privacy Policy

Your use of our services is governed by our Privacy Policy, which describes in detail how we collect, use, share, retain, and protect your information. By using our services, you acknowledge that you have reviewed and agree to the Privacy Policy.

9.2 Sensitive Health Information

Breakthrough is not a covered entity and does not operate as a business associate under HIPAA in its current role as a therapist matching platform. As such, information you submit through the Services is generally not treated as Protected Health Information (PHI) under HIPAA while in our possession.

However, once you engage with a Therapist, any information shared directly with that Therapist may be subject to HIPAA or other applicable healthcare privacy laws, depending on the Therapist's practices.

If our role changes such that we operate as a business associate, different obligations may apply as described in our Privacy Policy.

9.3 Third-Party Service Providers

We may use third-party tools, platforms, and service providers to operate our services (e.g., hosting, analytics, form processing). We require these providers to handle your information in accordance with our Privacy Policy and applicable law. Breakthrough does not control and is not responsible for the performance, security, reliability, or practices of any third-party service providers or platforms used to deliver the Services.

9.4 Data Retention and Deletion

We retain your information only for as long as necessary to fulfill the purposes described in our Privacy Policy or as required by law. You may request deletion of your personal information by contacting us at the email address listed in Section 21. We will process deletion requests in accordance with our Privacy Policy and applicable law, subject to any legal retention obligations.

9.5 Data Breach Notification

In the event of a data breach involving your personal information, we will notify you and any applicable regulatory authorities in accordance with Hawaiʻi Revised Statutes Chapter 487N and any other applicable data breach notification laws.

10. Acceptable Use

You agree not to:

• Provide false, misleading, or fraudulent information
• Use the platform for any unlawful purpose
• Attempt to gain unauthorized access to our systems or data
• Interfere with, disrupt, or place an unreasonable burden on our services or infrastructure
• Misrepresent your identity or impersonate another person
• Use our services to harass, threaten, or harm any person
• Scrape, crawl, or use automated means to access our services without prior written consent
• Use our services to collect information about Therapists for purposes unrelated to seeking therapy

11. Intellectual Property

All content, design, text, graphics, software, and other materials on the Breakthrough platform (excluding content provided by Therapists or users) are owned by or licensed to Breakthrough Health Labs, Inc. and are protected by applicable intellectual property laws.

You may not copy, reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any of our content without our prior written permission.

12. Service Availability

We strive to maintain reliable service but do not guarantee uninterrupted or error-free availability. We may, at our sole discretion and without prior notice:

• Modify, update, or discontinue any aspect of our services
• Limit access by geography, user type, or other criteria
• Perform maintenance that may temporarily affect availability

We will make reasonable efforts to provide advance notice of significant service changes when practicable. The Services may be in a beta or pilot phase and may be incomplete, inaccurate, or experimental in nature. Features may change or be discontinued at any time without notice.

13. Account Suspension and Termination

We may suspend or terminate your access to our services, with or without notice, if we reasonably believe that you have:

• Violated any provision of these Terms
• Provided false or misleading information
• Engaged in conduct that could harm Breakthrough, our Therapists, or other users
• Used the platform in a manner inconsistent with its intended purpose

Upon termination, your right to use our services ceases immediately. Sections that by their nature should survive termination (including Sections 7, 15, 16, 17, and 19) will survive.

14. Disclaimers

To the fullest extent permitted by applicable law, Breakthrough disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not guarantee that the Services will be secure, free from unauthorized access, or free from viruses or other harmful components.

Without limiting the foregoing, we make no warranties or representations regarding:

• The accuracy, reliability, or completeness of any Therapist match or recommendation
• The qualifications, competence, or suitability of any Therapist
• The availability of Therapists or continuity of any therapeutic relationship
• The outcomes of any therapy services
• The accuracy or completeness of any information on our platform

15. Limitation of Liability

OUR TOTAL AGGREGATE LIABILITY arising out of or related to these Terms or your use of our services shall not exceed the greater of (a) the total amount you have paid to Breakthrough in the twelve (12) months preceding the claim, or (b) one hundred U.S. dollars ($100.00).

These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if Breakthrough has been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

16. Indemnification

You agree to indemnify, defend, and hold harmless Breakthrough Health Labs, Inc. and its officers, directors, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of or inability to use our services
• Your interactions with any Therapist
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Any information you submit through our platform

17. Dispute Resolution

17.1 Informal Resolution

Before initiating any formal proceeding, you agree to first contact Breakthrough at the email address listed in Section 21 and attempt to resolve the dispute informally for a period of at least thirty (30) days.

17.2 Binding Arbitration

If we are unable to resolve the dispute informally, you and Breakthrough agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of our services shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, except as modified by this Section. The arbitration shall take place in Honolulu, Hawaiʻi, or at another mutually agreed location. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

17.3 Class Action Waiver

The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

17.4 Exceptions

Notwithstanding the above, either party may: (a) bring an individual action in small claims court for claims within that court's jurisdiction; or (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

17.5 Opt-Out

You may opt out of this arbitration provision by sending written notice to Breakthrough within thirty (30) days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will be resolved in the courts specified in Section 18.

18. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Hawaiʻi, without regard to its conflict of law principles. If the arbitration provision in Section 17 does not apply or is found unenforceable, you agree to submit to the exclusive jurisdiction of the state and federal courts located in the City and County of Honolulu, Hawaiʻi.

19. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Update the "Effective Date" and "Last Updated" date at the top of this document
• Provide notice through the email address associated with your account or through a prominent notice on our platform at least fourteen (14) days before the changes take effect

Your continued use of our services after the effective date of any updated Terms constitutes your acceptance of those changes. If you do not agree to the updated Terms, you must stop using our services and may request deletion of your account and data.

20. General Provisions

20.1 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Breakthrough regarding your use of our services and supersede all prior agreements, understandings, and representations.

20.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

20.3 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

20.4 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. Breakthrough may assign its rights and obligations under these Terms without restriction.

20.5 Force Majeure

Breakthrough shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemics, internet outages, or third-party service failures.

21. Contact Information

If you have questions, concerns, or requests regarding these Terms, please contact us: