1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Visualize Change LLC d/b/a Visualize Change Digital ("Company," "we," "us," or "our") governing your access to and use of the myKokoro EHR platform, including all related applications, client portal, and services (collectively, the "Service"). By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

If you are using the Service on behalf of a healthcare practice or organization, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" refers to both you individually and the entity you represent.

2. Description of Service

myKokoro EHR is a cloud-based electronic health record (EHR) platform designed for mental health and substance use disorder (SUD) treatment providers. The Service includes clinical documentation, scheduling, billing and claims management, treatment planning, clinical assessments, client portal, secure messaging, reporting, supervision tracking, and related features.

The Service is designed to assist healthcare providers in managing their clinical and administrative operations. The Service does not provide medical advice, diagnosis, or treatment recommendations. All clinical decisions remain the sole responsibility of the licensed healthcare provider.

3. Eligibility and Registration

3.1 Provider Accounts: To use the Service as a healthcare provider, you must be a licensed healthcare professional or a healthcare organization authorized to provide mental health or substance use disorder treatment services in your jurisdiction. You must provide accurate and complete registration information, including your practice name, NPI number, and contact information.

3.2 Staff Accounts: Provider administrators may invite staff members to use the Service. Each staff member must have their own individual account. Account credentials must not be shared. The provider is responsible for managing staff access levels and ensuring that staff members are appropriately credentialed and authorized to access PHI.

3.3 Client Portal Accounts: Clients may access the Service through the client portal after receiving an activation link from their healthcare provider. Clients must create a password and maintain the confidentiality of their login credentials. Client portal access is subject to the provider's discretion and may be revoked at any time.

3.4 Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account or any other security breach. We are not liable for any loss or damage arising from your failure to protect your account credentials.

4. HIPAA Compliance and Business Associate Agreement (BAA)

We acknowledge that in providing the Service to healthcare providers, we may create, receive, maintain, or transmit PHI on behalf of Covered Entities. We agree to comply with the applicable provisions of HIPAA, the HITECH Act, and their implementing regulations.

Before entering, uploading, importing, or otherwise transmitting PHI through the Service, each provider must execute or electronically accept a Business Associate Agreement ("BAA") with us. The BAA, together with these Terms, governs our obligations with respect to PHI. In the event of a conflict between these Terms and the BAA regarding PHI, the BAA shall control.

5. Permitted Uses

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal healthcare operations, including:

Creating, maintaining, and managing electronic health records for your patients/clients.
Scheduling and managing appointments.
Submitting insurance claims and managing billing.
Communicating with patients/clients through the secure messaging and client portal features.
Generating reports and analytics about your practice operations.
Training and supervising clinical staff.
Any other lawful purpose consistent with the delivery of healthcare services.

6. Prohibited Uses

You agree not to:

Use the Service for any purpose other than legitimate healthcare operations.
Access or attempt to access another user's account or data without authorization.
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
Use the Service to store or transmit material that infringes any third party's intellectual property rights.
Use the Service to store or transmit malicious code, viruses, or other harmful content.
Interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure.
Use the Service to transmit unsolicited commercial communications (spam).
Share, resell, sublicense, or otherwise make the Service available to any third party, except as expressly permitted (e.g., client portal access for your patients).
Use the Service in violation of any applicable law, regulation, or professional ethical standard, including but not limited to HIPAA, 42 CFR Part 2, and state privacy laws.
Attempt to circumvent any security measures, access controls, or rate limits implemented in the Service.

7. Data Ownership, Responsibilities, and Access Limitations

7.1 Your Data: As between you and us, you retain all rights, title, and interest in and to the data you enter into the Service ("Your Data"), including all PHI. We do not claim any ownership interest in Your Data.

7.2 Platform Operator Access Limitations: The Company does not provide routine human browsing of a practice's clinical records through ordinary platform-administration tools. The Service uses technical and administrative controls designed to isolate practice data and limit access according to assigned roles and permissions.

Company personnel may perform system-wide operational functions, such as service announcements, subscription administration, platform configuration, security monitoring, and reliability troubleshooting. Operational logs and reports are designed to minimize clinical content where practicable.

When support, security, incident response, legal compliance, or maintenance requires access to practice-specific information, the Company will limit access to the minimum information reasonably necessary for the purpose and will follow the applicable BAA, internal access procedures, and applicable law. Where appropriate and permitted, we will obtain or document the provider's authorization or notice. Such access is subject to audit logging.

The Company may process Your Data through automated system functions, such as encrypted backups, infrastructure maintenance, security controls, and other operations permitted by the applicable BAA and law.

7.3 Provider Responsibilities: You are responsible for the accuracy, completeness, and legality of Your Data; obtaining and documenting patient/client consents and authorizations required for your services and disclosures; complying with applicable federal, state, local, payer, and professional requirements; configuring appropriate staff access; and maintaining the clinical, privacy, continuity, and record-retention policies required for your practice. The Company remains responsible for its obligations under the applicable BAA and these Terms.

7.4 Data Export and Retention: You may export Your Data using the available export features. Following termination, we will provide an export period of not less than 30 days, subject to the applicable BAA and subscription terms. Deletion, return, and retention of data are governed by the applicable BAA, our documented retention schedule, legal holds, applicable law, and backup-retention processes; data removed from active production systems may remain in encrypted backups until those backups expire under the applicable backup schedule.

8. Subscription and Payment

8.1 Subscription Plans: Access to the Service requires a paid subscription. Subscription plans, pricing, and features are described on our website and may be updated from time to time. We will provide at least thirty (30) days' notice of any pricing changes to existing subscribers.

8.2 Payment: Subscription fees are billed in advance on a monthly or annual basis, as selected by you. All fees are non-refundable except as expressly stated in these Terms or as required by law. You authorize us to charge your designated payment method for all applicable fees.

8.3 Free Trial: We offer a 30-day free trial period for new subscribers. A valid credit or debit card is required to start your trial. Your card will not be charged during the trial period. At the end of the free trial, your account will be automatically converted to a paid subscription at the plan rate you selected unless you cancel before the trial expires.

9. Intellectual Property

The Service, including all software, algorithms, designs, text, graphics, logos, and other content (excluding Your Data), is the property of Visualize Change LLC d/b/a Visualize Change Digital and is protected by copyright, trademark, and other intellectual property laws. These Terms do not grant you any right, title, or interest in the Service beyond the limited right to use the Service as described herein.

"myKokoro" and the myKokoro logo are trademarks of Visualize Change LLC d/b/a Visualize Change Digital. You may not use our trademarks without our prior written consent.

10. Third-Party Services

The Service may integrate with or contain links to third-party services, including Google Calendar, insurance clearinghouses, payment processors, and other services enabled by you or your practice. Your use of a third-party service is subject to that service's terms and privacy policy. When a third party processes PHI on our behalf, we use contractual and privacy arrangements appropriate to that relationship and the applicable law.

If you enable the Google Calendar integration, your use of Google Calendar data is subject to the Google API Services User Data Policy, including the Limited Use requirements. myKokoro EHR's use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. The Google Calendar integration accesses only calendar event data and basic account identification information; no clinical, billing, or patient data is transmitted to Google.

11. Service Availability and Support

11.1 Availability: We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to scheduled maintenance, upgrades, or circumstances beyond our reasonable control. We will use commercially reasonable efforts to provide advance notice of scheduled maintenance.

11.2 Support: We provide technical support for the Service via email. Response times and support availability may vary based on your subscription plan. Support is limited to issues related to the Service itself; we do not provide clinical, legal, or billing advice.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

WE DO NOT WARRANT THAT THE SERVICE WILL MEET ALL REGULATORY REQUIREMENTS APPLICABLE TO YOUR SPECIFIC PRACTICE, JURISDICTION, OR SPECIALTY. YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE SERVICE IS APPROPRIATE FOR YOUR PRACTICE AND COMPLIANT WITH YOUR SPECIFIC REGULATORY OBLIGATIONS.

THE SERVICE IS NOT A SUBSTITUTE FOR PROFESSIONAL CLINICAL JUDGMENT. WE ARE NOT RESPONSIBLE FOR ANY CLINICAL DECISIONS MADE USING THE SERVICE.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VISUALIZE CHANGE LLC D/B/A VISUALIZE CHANGE DIGITAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION OR PHI STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF THE SERVICE; (D) ANY BUGS, VIRUSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED THROUGH THE SERVICE; OR (E) ANY ERRORS OR OMISSIONS IN ANY CONTENT.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

14. Indemnification

You agree to indemnify, defend, and hold harmless Visualize Change LLC d/b/a Visualize Change Digital and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) any data you enter into the Service; (e) any dispute between you and your patients/clients; or (f) your failure to obtain necessary consents or authorizations.

15. Termination

15.1 By You: You may terminate your subscription at any time by contacting us. Termination will be effective at the end of your current billing period. You are responsible for exporting Your Data before termination.

15.2 By Us: We may suspend or terminate your access to the Service immediately if: (a) you breach these Terms; (b) your payment is overdue by more than thirty (30) days; (c) we reasonably believe your use of the Service poses a security risk or may harm other users; (d) we are required to do so by law; or (e) we discontinue the Service.

15.3 Effect of Termination: Upon termination, your right to access the Service ceases except for any applicable export process. We will make Your Data available for export for at least thirty (30) days, subject to the applicable BAA and subscription terms. Thereafter, deletion, return, and retention are governed by the applicable BAA, our documented retention schedule, legal holds, applicable law, and backup-retention processes. Any provisions of these Terms that by their nature should survive termination shall survive, including Sections 7, 9, 12, 13, 14, and 17.

16. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and, for active subscribers, by sending an email notification at least thirty (30) days before the changes take effect. Your continued use of the Service after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue your use of the Service.

17. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or the Service shall first be submitted to good-faith mediation. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Schuylkill County, Pennsylvania. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

18. General Provisions

Entire Agreement: These Terms, together with the BAA and any applicable order forms, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings.
Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without your consent in connection with a merger, acquisition, or sale of all or substantially all of our assets.
Force Majeure: We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, power failures, internet or telecommunications failures, or cyberattacks.
Notices: All notices under these Terms shall be in writing and shall be deemed given when delivered by email to the address associated with your account (for notices to you) or to support@mykokoroehr.com (for notices to us).

19. Contact Information

If you have questions about these Terms, please contact us at:

Visualize Change LLC d/b/a Visualize Change DigitalEmail: support@mykokoroehr.comWebsite: https://mykokoroehr.com