Therapist Terms of Service

These Terms of Service ("Terms") form a legally binding agreement between you, the therapist or clinician ("Therapist," "you," or "your"), and Breakthrough Health Labs, Inc. ("Breakthrough," "we," "us," or "our"). They govern your application to and participation in the Breakthrough therapist referral network (the "Services").

By applying, submitting your information, or otherwise participating, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Therapist Privacy Policy, which is incorporated by reference. If you do not agree, do not apply to or use the Services. You agree that your electronic acceptance of these Terms constitutes a legally binding agreement.

These Terms govern your participation as a therapist. If you also seek therapy through Breakthrough as a client, that use is governed by our consumer Terms of Service – each document governs you in the respective capacity.

Breakthrough operates a therapist matching and referral platform that connects people seeking mental health support in Hawaiʻi with independent, licensed therapists. For Therapists, the Services include listing your professional profile, identifying potential client matches using non-clinical criteria, and facilitating introductions to prospective clients. The Services are administrative, informational, and technological in nature.

Your decision to accept and treat any client creates a clinical relationship solely between you and that client, governed by your own agreements, policies, and professional obligations.

To apply to and participate in the network, you represent and warrant that you:

• Hold an active, unrestricted license to provide mental health services in the State of Hawaiʻi, and in any other jurisdiction where you serve clients;
• Are in good standing and are not subject to any disciplinary action, investigation, or sanction that would affect your ability to practice;
• Maintain professional liability (malpractice) insurance appropriate to your practice;
• Will provide accurate, current, and complete information; and
• Have the legal authority to enter into this agreement.

You agree to promptly notify us of any lapse, suspension, restriction, condition, or investigation affecting your license, and of any material change to the information you have provided.

You retain sole control over your clinical practice, including your methods, schedule, fees, and which clients you accept or decline. You are solely responsible for your own taxes, licensing, insurance, and business expenses. Breakthrough does not supervise, control, or direct your clinical work, and you are not authorized to act on Breakthrough's behalf or to bind Breakthrough to any obligation.

You are responsible for the accuracy and completeness of your profile and for keeping it current. You represent that you have the rights to all content you submit and that it is truthful and not misleading.

You grant Breakthrough a non-exclusive, worldwide, royalty-free license to host, use, reproduce, display, and distribute the profile information, biography, and photo you provide for the purposes of operating, displaying, and promoting the network. This license ends when we remove your profile from the network, except for content already distributed and for archival or legal-compliance copies. We may review, format, decline to display, or remove profile content at our discretion.

Beginning September 21, 2026, Breakthrough's Care Start service – a client-specific administrative support commitment for each new match – carries a fee of $30 for each completed seven-calendar-date Coverage Period, up to four periods (28 HST calendar dates) and a maximum of $120 per match, governed by the Therapist Agreement presented for acceptance in the therapist portal. Eligible completed periods appear on consolidated monthly statements. An incomplete period does not bill if Match End occurs before it finishes. Attendance, session rate, reimbursement, clinical outcome, and anything after date twenty-eight do not determine the amount. The Therapist Agreement supersedes the free-participation statements above for Care Start only.

Separately from Care Start, if a match is still active when the Care Start Window closes at date twenty-eight, you may choose to buy further weeks of the same administrative support, at $30 each. Each is a Support Week. You elect each one affirmatively before it begins, nothing renews on its own, and there is no limit on how many you may elect while the match remains active. Breakthrough states the price before you elect, and the price you are shown for a week is the price for that week. A Support Week is never offered on, and never applies to, a match with a client covered by a governmental health care program. Support Weeks are not part of Care Start: they do not change its $120 per-match maximum, they are not counted against it, they earn and use no Care Start credit, and they appear as their own lines on your statement. Declining, or simply not electing, has no effect on your matching, your position in any set of options a client sees, or your standing.

No fee applies to a client matched with you before September 21, 2026, and no fee ever applies to a client whose care is covered by Medicare (including Medicare Advantage), Medicaid (including QUEST Integration), TRICARE, or another governmental health care program, or whose payer category Breakthrough cannot verify. From September 21, 2026, Care Start will be part of every commercial and cash-pay match, so a therapist who has not accepted its terms will not be matched to those clients; matches covered by a governmental health care program remain available at no charge and with no expiry to every network therapist who has accepted the Therapist Agreement.

If Breakthrough introduces additional fees in the future, we will disclose them to you at least thirty days in advance where Article 34.2 of the Therapist Agreement applies and otherwise in advance, and you may decline – by leaving the network before the fees take effect, or, under Article 34.8 of that agreement, by continuing to participate for fee-exempt matches only.

Payments for therapy services are handled directly between you and your clients. Breakthrough is not a party to that financial relationship and does not process your payments, bill on your behalf, or take any portion of your clinical fees.

Participation in the network is free, and Breakthrough charges nothing for access to the platform, for a client, for an introduction, or for placement in matching results. The Care Start fee is consideration for the client-specific administrative support commitment described in the Therapist Agreement – the monitored assistance channel and its response standard, non-clinical onboarding support, help when onboarding stalls, and the re-matching responsibility – for each completed seven-calendar-date Coverage Period during which that commitment is active. It is flat, uniform, capped, never a percentage and never per session. You remain responsible for ensuring your participation complies with all laws and professional rules applicable to you, including those governing referrals, fee-splitting, and advertising.

As an independent licensed professional, you are solely responsible for:

• All clinical care, treatment decisions, and professional judgment;
• Maintaining your license(s), credentials, and professional liability insurance;
• Complying with all applicable laws, regulations, and professional and ethical standards, including HIPAA, state privacy and telehealth laws, and advertising rules for your profession;
• Clinical recordkeeping and documentation;
• Obtaining informed consent and meeting any mandatory-reporting obligations; and
• Ensuring you are licensed and authorized to provide services in the jurisdiction where each client is located.

Breakthrough does not provide legal, clinical, tax, or compliance advice, and you are responsible for obtaining your own professional advice.

At onboarding, Breakthrough verifies each Therapist's Hawaiʻi licensure and standing through the Hawaiʻi Department of Commerce and Consumer Affairs (DCCA) Professional and Vocational Licensing search, and may perform additional checks. Inclusion in the network is not an endorsement or guarantee of any Therapist.

We may suspend or remove you from the network at any time, with or without cause and with or without notice, including if we reasonably believe that you have:

• Had a license lapse, restriction, suspension, or disciplinary action;
• Provided false, misleading, or incomplete information;
• Violated these Terms or applicable law; or
• Engaged in conduct that could harm clients, other Therapists, Breakthrough, or its reputation.

You may leave the network at any time by notifying us at support@breakthrough.me. Upon removal or departure, we will stop displaying your profile within a reasonable period, subject to the Data Retention section of our Therapist Privacy Policy.

You agree not to:

• Provide false, misleading, or fraudulent information, or misrepresent your credentials, licensure, or experience;
• Use the Services for any unlawful purpose;
• Attempt to gain unauthorized access to our systems or data;
• Interfere with or disrupt the Services or place an unreasonable burden on our infrastructure;
• Misuse prospective client information or use it for any purpose other than evaluating fit and providing services; or
• Scrape, crawl, or use automated means to access the Services without our prior written consent.

All content, design, text, graphics, software, and other materials on the Breakthrough platform (excluding content you or clients provide) are owned by or licensed to Breakthrough Health Labs, Inc. and are protected by applicable intellectual property laws. Except for the license you grant us in Section 6, nothing in these Terms transfers any intellectual property rights.

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

In the course of participating, you may receive non-public information about Breakthrough's business, technology, or operations. You agree to keep such information confidential and to use it only in connection with your participation in the network, except where the information is or becomes public through no fault of yours or where disclosure is required by law.

To the fullest extent permitted by law, Breakthrough disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Without limiting the foregoing, we make no warranties or representations regarding:

• The number, quality, or suitability of any referral, prospective client, or match;
• The accuracy or completeness of information provided by prospective clients;
• The availability, continuity, or security of the Services; or
• Any outcome, revenue, or benefit from participating in the network.

You are responsible for evaluating prospective clients and for your own clinical decisions. Breakthrough is not responsible for the conduct of any client or for information clients provide.

Where the Therapist Agreement applies to you, its Article 9.1, its Article 2.3 and its Part B govern the availability and security of the Services in place of this Section, and nothing in this Section disclaims, limits, or qualifies the commitments Breakthrough makes in Articles 2.3, 2.11, 6.1, 6.3 to 6.6, 7 to 9, 11.5, 12, 14 to 16, 17.1, 19.1 to 19.3, 29 and 32 of that agreement or in its Part B.

Our total aggregate liability arising out of or relating to these Terms or your participation in the network 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). Where the Therapist Agreement applies to you, Article 38.4 of that agreement governs in place of Sections 13, 14 and 15 for every claim within its scope.

These limitations apply regardless of the theory of liability and even if Breakthrough has been advised of the possibility of such damages. Some jurisdictions do not allow certain limitations; in those jurisdictions, our liability is limited to the greatest extent permitted by law.

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

• Your clinical services, acts, omissions, or alleged malpractice;
• Your interactions with prospective or actual clients;
• Your violation of these Terms or any applicable law or professional standard;
• Your license, credentials, or insurance status; or
• Any content or information you provide.

These Terms are 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 16 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.

We may modify these Terms at any time. When we make material changes, we will update the Effective Date and Last Updated date above and provide notice through the email associated with your participation or through a prominent notice on the platform. Your continued participation after the effective date constitutes acceptance. If you do not agree to the updated Terms, you must stop participating and may request removal from the network.

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