Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Therasoft Inc. ("Therasoft AI," "we," "us," or "our"), a Washington State corporation. They govern your access to and use of the Therasoft AI platform, including all software, AI agents, APIs, and related services (collectively, the "Service").

By clicking "I Agree," creating an account, or otherwise accessing or using the Service, you represent that:

• You have read, understood, and agree to be bound by these Terms
• You are at least 18 years old and have the legal capacity to enter into this agreement
• If you are agreeing on behalf of an organization, you have the authority to bind that organization to these Terms
• You are a licensed healthcare professional, practice manager, or authorized administrative staff member of a healthcare organization

If you do not agree to these Terms, you must not access or use the Service.

These Terms incorporate our Privacy Policy by reference. In the event of a conflict between these Terms and any Business Associate Agreement (BAA) you have executed with us, the BAA shall govern with respect to Protected Health Information.

2. Service Description

2.1 Platform Overview

Therasoft AI is an AI-powered practice management platform designed exclusively for mental health practices. The Service includes the following AI agent capabilities:

• AI Frontdesk: Automated patient intake, insurance eligibility verification, appointment scheduling, and claim initiation
• AI Clinical: Clinical documentation assistance including assessment recommendations, treatment plan drafting, and progress note generation (SOAP, DAP, BIRP formats)
• AI Billing: Revenue cycle management including claim submission, ERA posting, denial management, and payment reconciliation
• AI Financial: Practice analytics, productivity metrics, revenue reporting, and forecasting
• AI Marketing: Content creation, online presence management, and patient acquisition support
• JazClaw Orchestrator: Practice-wide operations command center and multi-agent coordinator

2.2 Integration with Therasoft EHR

Therasoft AI is designed to integrate with the Therasoft Electronic Health Record (EHR) system. Certain features may require an active Therasoft EHR subscription. Integration capabilities and data access are governed by the applicable integration agreement or API terms.

2.3 Service Availability

We strive for high availability and target 99.5% uptime for the core platform, excluding scheduled maintenance. We will provide reasonable advance notice of planned downtime. We are not responsible for unavailability caused by factors outside our reasonable control, including internet outages, third-party service failures, or force majeure events.

2.4 Service Modifications

We reserve the right to modify, update, or discontinue features of the Service with reasonable notice. We will not materially degrade core functionality during your subscription term without providing an appropriate remedy, which may include a subscription credit or termination option.

3. Accounts & Responsibilities

3.1 Account Creation

To use the Service, you must create an account and provide accurate, complete, and current information including your practice name, NPI number, contact information, and billing details. You agree to update this information promptly if it changes.

3.2 Account Security

You are responsible for maintaining the security of your account credentials. You agree to:

• Use a strong, unique password for your Therasoft AI account
• Enable multi-factor authentication (MFA) where available and recommended
• Not share account credentials with unauthorized individuals
• Immediately notify us at hello@therasoft.ai if you suspect unauthorized access to your account
• Log out of your account at the end of each session, particularly on shared devices

You are responsible for all activity that occurs under your account, whether or not you authorized it. We will not be liable for losses resulting from unauthorized account access that occurs due to your failure to maintain reasonable security measures.

3.3 Authorized Users

You may authorize staff members and clinicians within your practice to access the Service under your account ("Authorized Users"). You are responsible for ensuring that all Authorized Users comply with these Terms. You must promptly remove access for any Authorized User who leaves your practice or whose access should otherwise be terminated.

3.4 Account Eligibility

The Service is designed for licensed healthcare professionals and their authorized administrative staff. You represent that your practice is legally authorized to operate in the jurisdictions where you provide services and that all clinicians using the Service hold valid licenses in good standing.

4. Acceptable Use

4.1 Permitted Uses

You may use the Service solely for lawful purposes in connection with operating your mental health practice, including patient intake, clinical documentation, billing, analytics, and practice marketing.

4.2 Prohibited Conduct

You agree that you will not, and will not permit others to:

• Use the Service for any unlawful purpose or in violation of any federal, state, or local law or regulation, including HIPAA, HITECH, and applicable state mental health privacy laws
• Use the Service to process data for individuals or practices that are not your patients or affiliated with your practice
• Share, sell, or transfer access to the Service to third parties without our written consent
• Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Service
• Scrape, crawl, or extract data from the Service using automated means without our authorization
• Introduce malicious code, viruses, or other harmful software into the Service
• Attempt to gain unauthorized access to any part of the Service, our servers, or third-party services connected to the Service
• Use the Service to send unsolicited commercial communications (spam) to patients or other parties
• Misrepresent AI-generated clinical content as independently authored by a licensed clinician without appropriate review
• Use the Service in any manner that could damage, disable, overburden, or impair our infrastructure
• Use the Service to train, fine-tune, or develop competing AI models

4.3 Compliance with Healthcare Laws

You are solely responsible for ensuring that your use of the Service complies with all applicable healthcare laws and regulations, including but not limited to:

• HIPAA Privacy and Security Rules (45 CFR Parts 160 and 164)
• HITECH Act provisions
• State-specific mental health privacy laws (including minor consent laws)
• Medicare and Medicaid fraud and abuse statutes
• State licensing and practice standards for mental health professionals
• Telehealth regulations applicable to your practice locations

5. HIPAA & Business Associate Agreement

5.1 Covered Entity Obligations

If you are a HIPAA covered entity (which includes most healthcare providers who transmit health information electronically), you agree to:

• Execute and maintain a current BAA with Therasoft Inc. before submitting any PHI to the Service
• Use the Service only in compliance with your obligations as a covered entity under HIPAA
• Obtain all necessary patient authorizations and consents required for the use of AI-assisted services in clinical workflows
• Ensure your Notice of Privacy Practices (NPP) accurately reflects your use of AI-powered services and business associates
• Promptly notify us of any patient rights requests (access, amendment, accounting of disclosures) that relate to data we process on your behalf

5.2 Our HIPAA Obligations

As your Business Associate, Therasoft Inc. commits to:

• Using and disclosing PHI only as permitted by your BAA and HIPAA
• Implementing and maintaining HIPAA-required administrative, physical, and technical safeguards
• Notifying you of any breach of unsecured PHI within the timeframes required by 45 CFR §164.410
• Ensuring downstream sub-contractors who handle PHI execute appropriate BAAs with us
• Supporting you in responding to individual patient rights requests as required

5.3 Conflict Between Terms and BAA

In the event of any conflict between these Terms of Service and a fully executed BAA with respect to the handling of PHI, the terms of the BAA shall control.

6. AI Content Disclaimer & Clinical Responsibility

6.1 Nature of AI-Generated Content

The AI agents in the Therasoft AI platform use large language models and machine learning to generate:

• Progress notes and session documentation drafts
• Treatment plan recommendations
• Diagnostic code (ICD-10/DSM-5) suggestions
• Assessment recommendations and scoring interpretations
• Insurance eligibility and billing code suggestions (CPT codes)
• Clinical intake summaries

AI-generated outputs may contain errors, omissions, or inaccuracies. They are probabilistic outputs based on training data and do not constitute medical advice, clinical diagnoses, or professional opinions.

6.2 Clinician Responsibility

You acknowledge and agree that:

• All clinical decisions, diagnoses, treatment plans, and clinical documentation finalized in your EHR are the professional responsibility of the licensed clinician of record
• AI-generated content must be reviewed by a licensed clinician before inclusion in any official medical record
• You will implement appropriate clinical review workflows to ensure AI outputs are validated before finalization
• Therasoft AI does not practice medicine, psychology, social work, or any licensed mental health profession
• Billing codes suggested by the AI are advisory and must be reviewed for accuracy by qualified billing staff before claim submission

6.3 No Liability for Clinical Outcomes

Therasoft Inc. expressly disclaims any liability for clinical outcomes, patient harm, regulatory violations, or billing errors arising from reliance on AI-generated content without appropriate clinician review. Your use of AI-generated content constitutes your acceptance of clinical responsibility for that content.

7. Intellectual Property

7.1 Therasoft AI Intellectual Property

The Service, including all software, AI models, algorithms, user interfaces, documentation, and associated intellectual property, is owned by Therasoft Inc. and protected by United States and international copyright, patent, trademark, and trade secret laws. These Terms do not grant you any ownership rights in the Service.

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during your subscription term solely for your internal practice management purposes.

7.2 Your Data

You retain all ownership of the data you submit to the Service, including PHI, patient records, practice data, and clinical content ("Your Data"). By submitting Your Data to the Service, you grant us a limited license to access, process, store, and use Your Data solely to provide the Service to you, as described in these Terms and our Privacy Policy.

We will not use Your Data, including PHI, to train foundational AI models or for any purpose beyond service delivery without your express written consent.

7.3 Feedback

If you provide suggestions, feedback, or ideas about the Service ("Feedback"), you grant us a royalty-free, worldwide, perpetual license to use and incorporate such Feedback into the Service without obligation to you. Feedback must not include any PHI or confidential patient information.

7.4 Trademarks

"Therasoft," "Therasoft AI," "JazClaw," and associated logos are trademarks of Therasoft Inc. You may not use our trademarks without our prior written consent.

8. Payment & Billing

8.1 Subscription Fees

Access to Therasoft AI requires a paid subscription. Current pricing is available at therasoft.ai/pricing. Subscription plans are billed monthly or annually in advance, depending on your selected plan.

8.2 Payment Processing

Payments are processed by our third-party payment processor (Stripe). By providing payment information, you authorize us to charge your payment method for all fees due. We do not store raw payment card numbers — payment data is handled by our PCI-compliant payment processor.

8.3 Billing Cycle & Auto-Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You will receive a reminder email before annual renewals. For monthly plans, billing occurs on the same date each month from your subscription start date.

8.4 Price Changes

We may change subscription pricing with at least 30 days' advance written notice. Price changes will take effect at the start of your next billing period following the notice period. Your continued use of the Service after a price change takes effect constitutes your acceptance of the new pricing.

8.5 Taxes

All fees are exclusive of applicable taxes (including sales tax, VAT, or similar taxes). You are responsible for paying all taxes associated with your subscription. Where required by law, we will collect and remit applicable taxes.

8.6 Late Payments

Accounts with overdue balances will receive notice and a grace period of 10 business days to cure the delinquency. After the grace period, we may suspend access to the Service until payment is received. Accounts delinquent for more than 30 days may be terminated in accordance with Section 13.

8.7 Refund Policy

Monthly subscription fees are non-refundable once charged. For annual plans, if you cancel within the first 30 days of your initial subscription, you may request a pro-rated refund for unused months. After 30 days, annual fees are non-refundable, though you will retain access through the end of your paid period. Exceptions may be made at our discretion for extraordinary circumstances — contact hello@therasoft.ai.

8.8 Founders Offer & Promotional Pricing

Promotional or "Founders Offer" pricing is locked in for the duration of the initial term specified at sign-up, as long as your subscription remains active and in good standing. Cancellation and re-subscription forfeits promotional pricing.

9. Confidentiality

9.1 Mutual Confidentiality

Each party may receive confidential information of the other in connection with the Service ("Confidential Information"). Each party agrees to hold the other's Confidential Information in strict confidence, use it only for purposes of this agreement, and disclose it only to employees or contractors with a need to know who are bound by confidentiality obligations at least as protective as these Terms.

9.2 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by law or court order (with reasonable notice to the other party where permitted).

9.3 Your PHI

All PHI you submit to the Service is treated as Confidential Information and governed by your BAA. Our obligations with respect to PHI are at least as protective as those required by HIPAA.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THERASOFT INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

10.3 Exceptions

The limitations in this Section 10 do not apply to: (a) Therasoft Inc.'s gross negligence or willful misconduct; (b) death or bodily injury caused by our negligence; (c) fraud or fraudulent misrepresentation; or (d) any liability that cannot be excluded or limited under applicable law.

10.4 Basis of Bargain

You acknowledge that the limitation of liability in this Section 10 reflects a reasonable allocation of risk and is a fundamental element of the basis of the bargain between us. The Service would not be provided without these limitations.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE
• WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI-GENERATED CONTENT
• WARRANTIES THAT THE SERVICE WILL MEET YOUR SPECIFIC CLINICAL, BILLING, OR BUSINESS REQUIREMENTS

We make no warranty that use of the Service will result in improved patient outcomes, increased revenue, regulatory compliance (which remains your responsibility), or any specific business outcome.

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

12. Indemnification

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

• Your violation of these Terms or any applicable law or regulation
• Your use of the Service in a manner not authorized by these Terms
• Your failure to obtain a BAA before processing PHI through the Service
• Clinical decisions, patient outcomes, or billing practices associated with your use of AI-generated content
• Any data you submit to the Service that infringes the rights of a third party
• Claims by your patients, employees, or regulatory agencies arising from your use of the Service
• Your breach of any Business Associate Agreement with us

We will promptly notify you of any claim subject to indemnification and cooperate reasonably in the defense of such claim. You will not settle any claim that imposes liability or obligations on us without our prior written consent.

13. Termination

13.1 Termination by You

You may cancel your subscription at any time through your account settings or by contacting hello@therasoft.ai. Cancellation takes effect at the end of your current billing period for monthly plans, or at the end of your annual term for annual plans (subject to the refund policy in Section 8.7). You will retain access to the Service through the end of your paid period.

13.2 Termination by Us

We may suspend or terminate your access to the Service, with or without notice, if:

• You materially breach these Terms and fail to cure the breach within 15 days of written notice
• You use the Service in violation of applicable law or in a manner that poses a security or HIPAA risk
• You fail to execute a required BAA before processing PHI
• Your account has an overdue balance that remains uncured after the grace period in Section 8.6
• You are subject to a regulatory order prohibiting you from operating or from using health IT services
• We are required to do so by law, court order, or regulatory authority

We may terminate the Service in its entirety with 90 days' notice if we elect to discontinue the Service as a business.

13.3 Effect of Termination

Upon termination:

• Your license to use the Service immediately ceases
• You may request a data export within 30 days of termination; we will provide your data in standard formats
• After the applicable retention period, your data will be securely deleted or destroyed
• Provisions of these Terms that by their nature should survive termination (including Sections 7, 9, 10, 11, 12, 14, and 15) will survive
• We will fulfill our BAA obligations with respect to PHI disposition as required by HIPAA

14. Dispute Resolution & Arbitration

14.1 Informal Resolution

Before initiating any formal dispute resolution, both parties agree to attempt good-faith informal resolution. You agree to contact us at hello@therasoft.ai describing your dispute, and we agree to respond within 15 business days. Many disputes can be resolved quickly through direct communication.

14.2 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally will be submitted to binding arbitration administered by JAMS under its Streamlined Arbitration Rules, except as follows:

• Either party may seek emergency injunctive relief from a court of competent jurisdiction
• Claims involving amounts less than $10,000 may be brought in small claims court
• Disputes relating to intellectual property rights may be resolved in court

Arbitration will be conducted in Seattle, Washington (or via videoconference at your election). The arbitrator's decision will be final and binding, and judgment may be entered in any court of competent jurisdiction.

14.3 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, YOU AGREE TO RESOLVE DISPUTES WITH THERASOFT INC. ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

14.4 Time Limitation

Any claim arising under these Terms must be brought within one (1) year of the date the claim arose, or it is permanently waived.

15. Governing Law & Venue

These Terms and any disputes arising under them are governed by the laws of the State of Washington, without regard to its conflict of law principles.

For any matters not subject to arbitration under Section 14, the parties consent to the exclusive jurisdiction and venue of the federal and state courts located in King County, Washington.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any executed BAA or Order Form, constitute the entire agreement between you and Therasoft Inc. regarding the Service and supersede all prior agreements, representations, and understandings.

16.2 Amendments

We may update these Terms from time to time. When we make material changes, we will notify you via email and/or a prominent notice in the platform at least 15 days before the changes take effect (30 days for material changes to BAA-related provisions). Your continued use of the Service after the effective date of updated Terms constitutes your acceptance. If you do not agree to material changes, you may terminate your account before they take effect.

16.3 Severability

If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the enforceability of the remaining provisions.

16.4 Waiver

Our failure to enforce any provision of these Terms will not constitute a waiver of our right to enforce it in the future. Any waiver of a specific breach must be in writing and does not constitute a waiver of future breaches of the same or different provision.

16.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, sale of substantially all our assets, or corporate reorganization, provided the assignee assumes all obligations hereunder.

16.6 Force Majeure

Neither party will be liable for any failure or delay in performance caused by circumstances beyond their reasonable control, including natural disasters, government actions, internet outages, or pandemic-related disruptions, provided the affected party promptly notifies the other and uses reasonable efforts to resume performance.

16.7 Notices

Notices to Therasoft Inc. must be sent to hello@therasoft.ai. We will send notices to you at the email address associated with your account. Notices are effective upon delivery.

16.8 No Third-Party Beneficiaries

These Terms are for the benefit of the parties only and do not create any rights in third parties, including your patients, except as required by applicable law.

17. Contact

If you have questions about these Terms of Service, your Business Associate Agreement, or legal matters relating to your use of Therasoft AI, please contact us:

For general support, billing questions, or technical assistance, please use the Help Center within the Therasoft AI platform or email hello@therasoft.ai.