Breakthrough Health Labs, Inc.
Effective Date: June 17, 2026
Last updated September 28, 2026
Care Start fee eligibility follows the Therapist Agreement’s October 15, 2026 match-acceptance cutoff.
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 matching 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.
Under the Therapist Agreement, the individual accepts Part A participation, an authorized representative accepts Part B for the Practice Party, and the Billing Account separately accepts Care Start fees for its scope. A workforce Therapist confirms affiliation without personally signing the practice’s Part B or owing its fees. One authorized submission may complete these components, with fee acceptance a separate affirmative choice. Articles 1.2–1.4, 3, 15.6, 30–31 and 34.4 and B.18 govern authority, incorporation and changes; posting these Terms does not amend either Part.
Breakthrough operates an administrative matching 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.
Breakthrough is not a healthcare provider, employer, or staffing agency. We do not provide therapy, and we do not supervise or direct clinical care. We do not guarantee any volume of matches, clients, or revenue. Participation does not create an employment, agency, or partnership relationship.
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 are an independent professional. Nothing in these Terms creates an employment, agency, partnership, joint venture, or franchise relationship between you and Breakthrough.
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.
We use information provided by prospective clients together with your profile to identify potential matches based on non-clinical criteria such as areas of focus, preferences, logistics, and availability. We may share relevant portions of a prospective client's information with you so you can evaluate fit. You decide whether to accept any proposed match or prospective client, and you approve every match before an introduction is finalized.
Breakthrough does not guarantee any number, frequency, or quality of matches, introductions, clients, or revenue. Matches depend on factors outside our control, including client demand and your stated availability and preferences. We may modify, pause, or discontinue new matching for you at any time.
When you receive a proposed match, you agree to:
Respond professionally and within a reasonable time;
Conduct your own clinical screening, intake, and assessment;
Independently determine whether you can competently, ethically, and lawfully serve the prospective client, including whether you are licensed in the client's location;
Obtain your own informed consent and establish your own agreements with the client; and
Decline or refer elsewhere when you are not an appropriate fit.
Information you receive about prospective or actual clients is confidential and often sensitive. You agree to use it solely to evaluate fit and to provide services, to protect it in accordance with applicable law (including, where applicable, HIPAA and Hawaiʻi law) and your professional obligations, and not to use it for marketing or any unrelated purpose. Once you engage a client, you are the treating provider and are solely responsible for that client's information and care.
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.
Joining and participating in the network is free; no membership fee, subscription, or payment method is required to join. You must accept Part A before accepting a new match. For commercial-insurance and cash-pay matches accepted on or after October 15, 2026, the applicable Care Start fee terms must be accepted before you accept the match. Eligible public-program and Unverified matches remain available without Care Start fee acceptance.
Care Start costs $30 per eligible completed seven-HST-date period, including applicable Hawaiʻi general excise tax, up to four fixed periods and $120 per Qualifying Match in the 28-date Window. The same price applies when the practice handles all four elected routine functions. Period eligibility and the effects of rescheduling or practice changes follow Articles 11–15.
Participation, introductions, clients and placement in matching results carry no separate charge. The fee buys the client-specific staffed administrative commitment in Articles 5 and 7, including monitored assistance channels, administrative onboarding support, Stalled-onboarding help and rematching responsibility. It is flat, uniform and never a percentage or per-session charge. No task, contact, request, check-in or manufactured review is necessary or sufficient to earn it; platform availability and Ledger maintenance alone are insufficient. Booking is not attendance: attendance does not create a fee, and eligible periods may complete without an attended session. Articles 11–22 govern all conditions, exclusions, written credits, corrections and refunds. Incomplete or exempt periods cost $0. Confirmation and introduction alone earn no fee.
Articles 15–16 govern service-failure remedies, service suspensions, disputes, charge holds, corrections, refunds and no-back-billing protections. Articles 17–22 govern endings and resumption.
No payment method is needed to accept the Agreement, including its fee terms, remain listed or receive Fee-Exempt Care Starts. Article 15.2 requires the responsible Billing Account’s stored method before a commercial or cash-pay match is accepted, subject to its exceptions; a missing required method pauses only those new matches under that account. Purchaser responsibility and practice changes follow Article 15.6; fee withdrawal follows Article 32.5. Neither purchaser nor Therapist may pass the fee to the client.
Fee changes follow Article 30, including 30.9: a rate increase requires at least 30 days’ advance email notice and uniform application; reductions take effect on notice. Changes do not recharacterize prior events or alter an existing Window retroactively. The 28-date bound and four-period maximum change only if amended terms expressly say so. You remain responsible for the laws and professional rules applicable to your participation.
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 appropriate official licensing sources, 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.
Terms of Service Section 9 cannot support suspension or removal, including without cause, because of (a) declining or not accepting fees; (b) withdrawing them; (c) a written fee concern, billing dispute or chargeback; (d) an unpaid amount; (e) an unanswered booking prompt; (f) declining a proposed match. Section 9 otherwise permits suspension or removal without cause or notice for other reasons, subject to every other express no-removal protection in this Agreement.
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.
Article 36.3 permits sharing the Therapist Agreement and accompanying materials without restriction for review; this Section does not limit that permission.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.
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 proposed match, introduction, or prospective client;
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.
This Section does not disclaim, limit, or qualify the commitments Breakthrough makes in Articles 2.2, 2.10, 5.1, 5.3 to 5.5, 6 to 7, 9.5, 10, 12 to 14, 15.1, 16.1 to 16.3, 26 and 28 of this Agreement or in Part B, whatever version of that Section is in force; Article 34.4(e) states the same rule for every claim. That Section otherwise stands.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BREAKTHROUGH HEALTH LABS, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST CLIENTS, LOST REVENUE OR GOODWILL, OR LOSS OF DATA.
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 34.4 of that agreement governs in place of Sections 13, 14 and 15 for every claim within its complete scope, for the individual, purchasing Billing Account and Practice Party as allocated there and in B.18.7. This Section’s $100/amount-paid formula does not override that allocation.
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.
For claims within Article 34.4(e)’s scope, Article 34.4 of the Therapist Agreement governs liability, reimbursement and allocation of limits between Breakthrough, the Therapist and the Practice Party, in place of Sections 13–15 of these Terms. B.8.7 governs required notification-cost reimbursement.
Before initiating any formal proceeding, you agree to first contact Breakthrough at support@breakthrough.me and attempt to resolve the dispute informally for a period of at least thirty (30) days.
For disputes within Article 34.4(e) of the Therapist Agreement, Article 34.3 replaces Sections 16.2–16.5: those disputes are resolved in the state and federal courts in the City and County of Honolulu, Hawaiʻi, with no mandatory arbitration or class, consolidated or representative-action waiver under the Participation Documents. The arbitration provisions below apply only to disputes outside that scope.
For a dispute outside that scope that is not resolved informally, you and Breakthrough agree that any dispute, claim, or controversy arising out of or relating to these Terms or your participation in the network shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial 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.
See the AAA's rules and fee schedules for its Commercial Arbitration Rules and current fees. Those rules govern arbitration costs except as this Agreement and Section 16 provide.
ONLY FOR DISPUTES OUTSIDE ARTICLE 34.4(e) OF THE THERAPIST AGREEMENT, YOU AND BREAKTHROUGH AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
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 protect intellectual property or confidential information.
For disputes subject to arbitration under Section 16.2, you may opt out by sending written notice to Breakthrough within thirty (30) days of first accepting these Terms. Your notice must include your name and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will be resolved in the courts identified in Section 17. No opt-out is needed for disputes within Article 34.4(e) of the Therapist Agreement because Article 34.3 already excludes mandatory arbitration and class, consolidated or representative-action waivers for those disputes.
For the Practice Party, B.18.6 applies Articles 34.2–34.3 to disputes under Part B and its separate Care Start purchase. Article 31.1 separately protects disputes raised in writing before a change to dispute terms takes effect. Time spent in Article 16.1’s billing-dispute process counts toward Section 16.1’s thirty days.
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 prospectively. Material changes require email notice under Article 31.2 and Article 35; posting alone is insufficient. For a change to these Terms that does not amend Part A or Part B, continued participation after the required notice and stated effective date constitutes acceptance, except where applicable law or an applicable agreement requires affirmative consent. If you disagree, you may leave before the change takes effect. No Terms or Privacy update changes Part A or Part B except through that Part’s applicable amendment process. Purchaser changes require the separate authorized fee election and applicable amendment process; a practice signature does not change personal Therapist duties. Changes to dispute terms preserve Article 31.1’s protection for disputes raised in writing before effect.
These Terms, together with the Therapist Privacy Policy and, if you accept it, the Therapist Agreement, constitute the entire agreement between you and Breakthrough regarding your participation in the network and supersede all prior agreements, understandings, and representations.
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.
Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision.
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 in connection with a merger, acquisition, or sale of all or substantially all of its assets, on notice to you.
Provisions that by their nature should survive termination - including Sections 6, 7, 12, 16, and 17 - will survive. Sections 13, 14 and 15 survive only to the extent they are not displaced by Article 34.4 of the Therapist Agreement. Article 34.4 continues to govern claims within its scope after termination.
Breakthrough will not be liable for any failure or delay in performing its obligations due to circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, internet outages, or third-party service failures.
The Therapist Agreement’s priority rules control its subject matter. Article 34.4’s entire scope and allocation supersede Sections 13–15 for covered claims; Articles 31.3–31.4 preserve the full protected commitments. Article 36.3 controls sharing for review. Articles 30–31 and 37.7 and B.18.1 control amendments; Article 37.4 preserves Part B assignment protections, and Article 37.5 preserves Part B and safety duties and service-fee remedies despite force majeure. Previously granted written Care Start credits remain enforceable under Article 14.7.
If you have questions, concerns, or requests regarding these Terms, please contact us:
Breakthrough Health Labs, Inc.
Honolulu, HI
Email: support@breakthrough.me