CHAPTER A: DESCRIPTION OF THE SERVICE

​Berries has evolved to offer a specialized AI scribe service, designed specifically for mental health professionals. The advanced platform provides an AI-powered note taker of mental health sessions. The AI scribe transcribes the sessions, capturing detailed notes and key points of patient conversations.

​It's important to understand that Berries does not provide clinical devices or medical recommendations. Instead, it serves as an assistive tool for documentation purposes in mental health practices. Any actions or decisions based on the information provided by the Service are the sole responsibility of the user.

We use artificial intelligence (AI) tools in the provision of the Services including AI-generated output for our users (“AI Generated Output”). By using the Services, you acknowledge and agree that the AI Generated Output is provided “as is” and is not a substitute for professional or medical advice. While we make reasonable efforts to ensure that the AI tools provide useful and accurate information, we do not guarantee that the AI Generated Output will meet all your specific needs or comply with applicable laws and regulations in your jurisdiction. You are responsible for reviewing the AI Generated Output and ensuring that they are appropriate for your purposes.

The Services may generate documentation elements such as diagnosis codes, treatment plans, medication lists, patient communications, and other clinical or administrative outputs. These outputs are generated for support purposes only and may be incomplete or inaccurate. You remain solely responsible for reviewing, verifying, and approving all outputs, and for all clinical, diagnostic, treatment, prescribing, and billing decisions.

The AI assistant may generate responses based on inferred or incomplete session context and may produce inaccurate, outdated, or inappropriate suggestions. Outputs are non-deterministic and may vary. You must independently review and verify all responses before use.

Certain features, including the AI assistant, may access and process current and prior session data and related documentation to generate outputs. You are responsible for ensuring such use complies with applicable privacy and consent requirements.

CHAPTER B: YOUR USE OF THE SERVICE

Limited License: Subject to the terms and conditions of this Agreement, Berries grants you a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Service solely for professional use in your mental health practice, as outlined in this Agreement.
 

Prohibited Activities: You shall not engage in the following activities, and you shall not authorize, permit, or encourage any third party to do so:
 

Reverse Engineering: Attempt to reverse engineer, decompile, disassemble, or otherwise discern the source code or interface protocols of the Service.

​Modification and Distribution: Modify, adapt, translate, make copies of, resell, distribute, sublicense, or otherwise alter or commercially exploit the Service or any portion thereof.

​Violation of Laws: Use the Service in violation of any applicable laws, regulations, or third-party rights, including patient privacy and consent laws.

​Harmful Code: Introduce, post, or upload to the Service any viruses, worms, Trojans, or similar harmful code.
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Data Storage: Save, store, or archive any portion of the Service (including data contained therein) outside the platform without prior written permission from Berries; provided that you may export, download, print and retain Your Data, including Records, for any lawful purpose.

​Unauthorized Use: Use the Service for unauthorized purposes or for the benefit of a third party, such as in connection with a service bureau, timeshare, or service provider activity, without explicit authorization from Berries.
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Circumvention: Circumvent any processes, procedures, or technologies implemented by Berries to safeguard the platform and the confidentiality of patient data.

Intended Use: The Berries platform is intended solely for use by mental health professionals for transcribing mental health sessions and generating related clinical and administrative documentation outputs, including (as applicable) diagnosis and billing codes, treatment plans, pre-session highlights, post-session letters, and AI-assisted responses based on session context. You agree to only use the Service for this intended purpose and not for any activities unrelated to mental health care and for reviewing and approving any AI-generated outputs before relying on them in your professional practice.

Recording Sessions: When using the Berries platform to record mental health sessions, you are responsible for obtaining explicit consent from patients in accordance with applicable laws and ethical standards. BERRIES IS NOT LIABLE FOR UNAUTHORIZED RECORDINGS OR FAILURE TO COMPLY WITH LEGAL AND ETHICAL REQUIREMENTS RELATED TO PATIENT CONSENT AND PRIVACY. You acknowledge that while the Services may process audio during a session to generate transcripts and related documentation outputs, Berries does not retain session audio recordings after processing, except as required for limited technical troubleshooting or legal compliance.
 

Account Ownership: All data saved within the platform is owned by you, including Your Data (“Your Content”), and Berries prioritizes the security and confidentiality of this information. You grant us a non-exclusive, royalty-free, fully-paid, irrevocable, perpetual, worldwide license (with the right to sublicense to our subcontractors performing services for us and to third party service providers used by us in providing the Services) to access, use, reproduce and create derivative works of Your Content to (i) provide the Services to you and (ii) to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with our offerings, including, where permitted by law, to improve and enhance the Services, provided that any use of Protected Health Information (PHI) for such purposes will be limited to de-identified or aggregated data in accordance with applicable laws. Furthermore, we shall have the right to collect and analyze data and other information relating to your use and access of the Services (“Usage Data”) and we will be free (during and after the term) to use such Usage Data for any lawful purpose, provided that any disclosure of Usage Data shall be solely in aggregate or other de-identified form. The Services may rely on third-party infrastructure and artificial intelligence providers to process data. Such providers may process Your Content solely for the purpose of providing the Services on our behalf and in accordance with applicable data protection laws.
 

No Clinical Devices or Medical Recommendations: Berries' AI scribe service does not provide clinical devices or medical recommendations. The platform is intended as an assistive tool for documentation purposes in mental health practices. Any actions or decisions based on the information provided by the Service are the sole responsibility of the mental health professionals. WE DO NOT PROVIDE HEALTH ADVICE OR PROFESSIONAL RECOMMENDATIONS OF ANY KIND. THE PLATFORM SOLELY ORGANIZES AND TRANSCRIBES INFORMATION PROVIDED BY USERS, AND YOU ARE RESPONSIBLE FOR ENSURING ITS APPROPRIATE USE WITHIN YOUR PROFESSIONAL PRACTICE. This includes, without limitation, any diagnosis codes, treatment plans, medication lists, or patient communications generated by the Services.

Berries AI Assistant and Berries EMR. The Services include two offerings that may be used independently: (a) the Berries AI Assistant, including the AI scribe, the AI chat assistant and other features that generate AI Generated Output (the “AI Assistant”); and (b) Berries EMR, an electronic medical record and practice management service that you may activate for your account (the “Practice Management Services”). If you use the AI Assistant without the Practice Management Services, the AI Assistant is not a system of record, and you remain responsible for maintaining your medical records in accordance with applicable laws and professional standards. If you activate the Practice Management Services, Chapter R also applies. Berries EMR is not certified under the ONC Health IT Certification Program.

Any medication-related information generated by the Services is for documentation support only and may be incomplete or inaccurate. The Services do not provide prescribing support, dosage recommendations, or drug interaction checks. You remain solely responsible for all prescribing decisions.

The Services may generate or suggest diagnosis or billing codes. Berries does not guarantee the accuracy, completeness, or compliance of such codes. You are solely responsible for verifying all coding decisions and ensuring compliance with applicable billing laws and regulations.

CHAPTER C: YOUR BERRIES ACCOUNT

Account Creation: To access and use the Berries platform, specifically designed for mental health professionals, you can create an account by providing your email address and creating a password ("Login Credentials"), or by using your Google credentials. You acknowledge that your Login Credentials are personal and confidential. You agree not to share them with unauthorized individuals or third parties. It is your responsibility to maintain the security of your Login Credentials and to promptly notify us of any unauthorized or suspected unauthorized use of your account. If you create your account by using Google credentials, you are also subject to Google's terms and conditions and privacy policy.

Account Security: Your Berries account is personal, non-transferable, and intended for professional use within your mental health practice. You are responsible for safeguarding your account and protecting your Login Credentials from unauthorized access. You must notify us immediately upon any known or suspected unauthorized use of your account or any breaches of security.
 

Professional Use: The platform is intended solely for professional use by mental health practitioners. You commit to using the Berries platform exclusively for managing and documenting mental health sessions, in accordance with professional standards and ethical guidelines.
 

Compliance with Laws and Ethical Standards: You agree to use the Berries platform in compliance with all applicable laws, regulations, and ethical standards specific to mental health care. It is your responsibility to ensure that your use of the platform respects patient confidentiality and does not infringe upon the rights of others.

Patient Consent and Privacy: You are responsible for obtaining explicit consent from patients and any other individuals whose information may be involved for the use of the Berries AI scribe service during sessions and ensuring adherence to privacy laws regarding patient data. We require that you refrain from sharing sensitive information on the platform unless it is strictly necessary for the intended purpose.
 

Termination of Account: Berries reserves the right to suspend or terminate your account if it is determined that you have violated any provisions of this Agreement or engaged in unauthorized or unlawful activities. Termination of your account may result in loss of access to any data or information stored within the platform. To mitigate potential data loss, we advise you to regularly backup and save important data.
 

Account Responsibility: You are solely responsible for all activities conducted through your account. This includes the accuracy and legality of information entered and the maintenance of patient confidentiality in accordance with applicable laws and standards.
 

Data Backup: Berries does not provide backup services for content in the AI Assistant, which may be deleted in accordance with your retention settings, and you are responsible for saving any content you need to your records. For the Practice Management Services, Berries maintains backup and disaster recovery measures for Records as described in Chapter R.

Team Accounts. If you use the Services as part of a group practice or other team account, the definitions in Section R.2 apply, and the Practice's Account Admin may access the notes and other AI Generated Output of all Authorized Users in the account, except notes designated as psychotherapy notes. The Account Admin may access an Authorized User's transcripts only if that Authorized User has opted in through the account settings. An Authorized User may withdraw the opt-in at any time, and the Account Admin will then no longer have access to that Authorized User's transcripts. The Practice is responsible for its policies on access by its Account Admins and Authorized Users.

CPT:

(a) Licensed Content is copyrighted by the American Medical Association and CPT is a registered trademark of the AMA.

(b) Licensee, as a party to a license agreement with the AMA, is authorized to grant End User a limited, non-exclusive, non-transferable, non-sublicensable license for End User to use Licensed Content in Licensee’s Licensed Product(s), for the sole purpose of internal use by End User within the Territory. Upon termination or expiration of the Agreement between Licensee and AMA, Licensee shall notify End User. End User shall continue to have the right to use Licensed Content in the Licensee’s Licensed Product(s) for the remainder of year of the then-current annual release (e.g., through the end of the applicable calendar year)(“End User Tail Period”). End User’s continued use of the Licensed Content during the End User Tail Period is subject to End User’s continued compliance with all its obligations under these terms. Upon the expiration of the End User Tail Period, the sublicense granted under these terms shall automatically terminate.

(c) The provision of updated Licensed Content in the Licensed Product(s) is dependent on a continuing contractual relationship between Licensee and the AMA.

(d) End User is prohibited from making Licensed Content publicly available; creating derivative works (including translating) of the Licensed Content; and transferring, selling, leasing, licensing, or otherwise making available the Licensed Content, or a copy or portion of Licensed Content, to any unauthorized party, including a subsidiary, affiliate, or other legal entity, however designated, for any purpose whatsoever except as expressly permitted in this Agreement.

(e) End User expressly acknowledges and agrees to the extent permitted by applicable law, use of the Licensed Content is at End User’s sole risk and the Licensed Content is provided “as is” without warranty of any kind. The AMA does not directly or indirectly practice medicine or dispense medical services. Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The Licensed Content does not replace the AMA’s Current Procedural Terminology book or other appropriate coding authority. The coding information contained in the Licensed Content should be used only as a guide.

(f) End User is required to keep records and submit reports including information necessary for the calculation of royalties payable to the AMA by the Licensee, of the same type as required of Licensee under this Agreement. End User consents to the release of such information to the AMA. End User further agrees to provide, without delay, additional information that the AMA (as a third-party beneficiary) may reasonably request, to verify the information. Nothing herein shall require End User to submit or release information that would cause End User to be in violation of applicable federal or state privacy laws.

(g) The following U.S. Government End Users notice shall be included: U.S. Government End Users. CPT is commercial technical data, which was developed exclusively at private expense by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois 60611. This agreement does not grant the Federal Government a direct license to use CPT based on FAR 52.227-14 (Data Rights – General) and DFARS 252.227-7015 (Technical Data – Commercial Items).

(h) End User must ensure that anyone with authorized access to the Licensed Product(s) will comply with the provisions of the End User Agreement. (i) AMA shall be named as a third-party beneficiary of the End User Agreement.

(j) End User expressly consents to the release of its name to the AMA.

CHAPTER D: YOUR CONTENT & DATA

Content Responsibility: As a mental health professional user of the Berries AI scribe platform, you are solely responsible for all information you capture, upload, and manage, including sensitive mental health session recordings and account details. The Berries platform holds no responsibility for the content you transmit through the Service.
 

Our Ownership of Derivatives: While you retain ownership of your original content, the derivatives created from your content, such as de-identified or aggregated data, belong to us. These derivatives will be used for lawful business purposes, consistent with our Privacy Policy, and with respect to patient confidentiality and privacy standards.
 

User Conduct: You agree to use the Service ethically and lawfully, particularly in handling sensitive mental health content. You are prohibited from uploading or transmitting any content that violates patient confidentiality, is derogatory, defamatory, fraudulent, or in any way impedes our product development or violates applicable laws.
 

Confidentiality and Data Use: We respect the confidentiality of your data. Any access or use of your personal data will be done with your explicit consent and only for purposes outlined in our Privacy Policy. We commit to not using or accessing personal data without your permission, unless required by law or essential for service provision.
 

Licensed Third-Party Content: The Service may incorporate content licensed from third parties, governed by the terms outlined in this Agreement, and used in a way that is compliant with mental health care standards.
 

Recording Consent and Compliance: In line with mental health care standards, you are required to comply with applicable consent laws, including wiretapping regulations, when recording sessions. You confirm that necessary permissions have been obtained for all recordings uploaded, absolving us of liability for any failure to obtain such consents.
 

Content Involving Minors: If your content involves minors, you must confirm that you have appropriate consent (including, where required, parental consent) or authority to use and share this content, in line with ethical and legal standards of mental health care.
 

Control Over Recordings: You have control over your session recordings on the platform. You can choose to stop recording at any point, and only the recorded portions will be available on the platform.
 

Sharing Content: You have the option to share your content with specific individuals. However, we are not liable for the use or processing of your content by recipients, and you acknowledge this lack of recourse against us. You are solely responsible for reviewing and approving any patient-facing communications, including letters, instructions, or summaries, prior to use or distribution.
 

Accessing Shared Content: Access to content shared by other users on Berries is at the discretion of the user who shared it. We cannot guarantee uninterrupted access to such content.
 

Risk Assumption: You assume all risks associated with using your content and any actions taken based on it. We are not liable for any losses or damages arising from the use of your content.
 

Your Data: "Your Data" refers to information you submit to the platform, including mental health session recordings. You retain full ownership of Your Data, agreeing to abide by the terms of this Agreement and relevant mental health care standards.
 

Data Analysis and Aggregated Insights: We may analyze Your Data for aggregated insights to enhance our products and services. This analysis respects patient anonymity and is consistent with this Agreement and our Privacy Policy.

CHAPTER E: RESTRICTIONS TO USE BERRIES

Eligibility: The Berries platform, now offering AI scribe services for mental health professionals, is available only for individuals aged 18 years or older. By agreeing to this Agreement, you represent and warrant that you are of legal age and have the authority to enter into this Agreement.

You may not, and you agree not to allow or assist any third party to:

Commercial Exploitation: License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Berries Service available to any third party in any way.
 

Modifications: Modify, adapt, alter, translate, or create derivative works of the Berries Service, except as expressly permitted by this Agreement.

External Linking: Create internet "links" to the Berries Service or "frame" or "mirror" the Service on any other server or wireless or internet-based device.

Integration with Unapproved Services: Use or merge the Berries Service, or any component thereof, with other software, databases, or services not provided or approved by us; this restriction does not apply to integrations that Berries makes available through the Services, which are subject to Section R.10.

Reverse Engineering: Modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Berries Service.
Interference: Interfere in any manner with the operation of the Berries Service or its intended use in mental health practice.
 

Circumvention: Attempt to circumvent any electronic protection measures in place to regulate or control access to the Berries Service.
 

Data Mining: Use any automated systems, including but not limited to robots, spiders, or offline readers, to access the Berries Service in a manner that sends more request messages to the Berries servers than a human can reasonably produce in the same period.
 

Unauthorized Use: Develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with the Berries Service without our express prior written consent.
 

We reserve the right to investigate and take appropriate legal action, including but not limited to terminating your access to the Berries Service, for violations of this Agreement. This may involve legal action and cooperation with law enforcement authorities to the fullest extent of the law.
 

CHAPTER F: FEES

​Subscription Payment: As a user of the Berries platform, you are required to pay for the subscription plan that you select during registration. This payment should be made within thirty (30) days from the date of the invoice. To the maximum extent permitted by law and unless otherwise specified herein, all fees are non-refundable. We have implemented an automatic renewal option by default for subscription-based services to ensure that you do not experience any interruption or loss of services. We will automatically charge you up to 30 days before a renewal period commences, including all taxes applicable to that period, unless you cancel your account before the renewal date.
 

Pricing Changes: We reserve the right to modify our pricing structure. Should there be any changes in pricing, we will inform you with reasonable advance notice.
 

New Fees: At our discretion, we may introduce new fees or alter existing ones. We will provide you with advance notice of any such changes. These new or revised fees will not affect your current subscription period but may be applicable to any renewals or new subscriptions moving forward.
 

Payment Processing: Payment for your Berries subscription will be processed through a third-party payment processor, which we will select. We reserve the right to switch to a different payment processing partner at any time.

CHAPTER G: OUR RIGHTS & OWNERSHIP

The Berries platform and website ("the Platform") contain copyrighted materials and trademarks owned by Berries and third parties. Unauthorized use of the Content may violate copyright and trademark laws. You have no rights in or to the Content, except as expressly permitted under this Agreement.

The Berries name, logos, and associated product names are trademarks owned by Berries or third parties. Unauthorized use of the Trademarks is strictly prohibited without the express written permission of Berries.

The design, layout, and visual elements of the Platform are protected by trade dress and trademark laws. Copying or reproducing these elements without prior written consent from Berries is prohibited.

Berries exclusively owns the Berries service, and no ownership or title is transferred to you. You must not remove any copyright or proprietary notices from the service.

The name, logo, and product names associated with the Berries service are trademarks owned by Berries or their respective owners. Unauthorized use of these trademarks is strictly prohibited.

Berries reserves the right to change or remove any feature, function, or content relating to the Platform, at any given time, without the obligation of prior notification or assuming any liability towards users.

By accessing and using the Berries platform, you agree to comply with these ownership and trademark provisions. Failure to comply may result in termination of your access and may be subject to legal action.

CHAPTER H: MOBILE NETWORK PROVIDER AND SERVICE ACCESS

Mobile Provider Agreement: When using the Berries platform on your mobile device, it's important to understand that your existing agreement with your mobile network provider (referred to as "Mobile Provider") remains applicable. This includes adhering to all terms and conditions set forth by your Mobile Provider while accessing our platform.
 

Possible Charges: Your Mobile Provider may impose charges for network connectivity, data usage, text messaging, roaming, and other associated services or fees related to the utilization of the Berries platform.
 

Influence of Internet and Mobile Networks: The quality and availability of the Berries platform may be influenced by external factors beyond our control, including network congestion and signal strength. We cannot guarantee uninterrupted access to the platform.
 

Compatibility Disclaimer: We do not assure compatibility between the Berries platform and your Mobile Provider's service plans, specific mobile device, or other hardware and software used in conjunction with your mobile device.
 

Unavailability and Communication System Issues: We shall not be held liable for any unavailability of the Berries platform or any difficulties you encounter while downloading or accessing it. Additionally, we disclaim responsibility for compatibility issues or communication system failures that may result in temporary or permanent unavailability of the app.

CHAPTER I: FEEDBACK

We highly value your feedback, comments, and suggestions regarding the Berries website, platform, and services ("Feedback"). Your input helps us improve our offerings and deliver a better experience for our users. We encourage you to share your thoughts with us via email or through any designated feedback channels.

When you provide us with feedback, you grant us a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, distribute, and display such Feedback for any purpose, without any compensation or attribution to you. This includes the right to incorporate your ideas, concepts, know-how, techniques, or materials contained in the Feedback into our products and services.

While we appreciate your Feedback, please refrain from including any confidential or sensitive information in your communication. We cannot guarantee the confidentiality or protection of such information. 

CHAPTER J: DISCLAIMERS

No Medical Advice: THE BERRIES PLATFORM, SERVING AS AN AI SCRIBE FOR MENTAL HEALTH PROFESSIONALS, OFFERS TOOLS AND FEATURES FOR INFORMATIONAL AND ADMINISTRATIVE SUPPORT ONLY. IT IS CRUCIAL TO UNDERSTAND THAT THE PLATFORM IS NOT INTENDED TO PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. WE STRONGLY RECOMMEND CONSULTING WITH QUALIFIED HEALTHCARE PROFESSIONALS FOR ANY MEDICAL GUIDANCE OR DECISIONS. THE PLATFORM'S ROLE IS TO ASSIST IN MANAGING AND ORGANIZING MENTAL HEALTH INFORMATION, NOT TO REPLACE PROFESSIONAL JUDGMENT.

Accuracy of Information: While we endeavor to ensure the information provided through the Berries platform is accurate and reliable, we cannot guarantee its infallibility. The content, including transcriptions and data generated by the AI scribe, may not always be error-free or reflect the latest advancements in mental health care. Users should use this information as an assistance and not as the sole basis for decisions.
 

User Responsibility: The use of the Berries platform is entirely at your own risk. You are responsible for any reliance you place on the platform's tools and information. We are not liable for any damages or harm that may arise from your use of our platform, including reliance on the AI-generated content or features.

Technical Limitations: Our goal is to provide a smooth and uninterrupted experience on the Berries platform. However, we acknowledge that technical issues, maintenance requirements, or other unforeseen circumstances can disrupt the platform's functionality. We cannot guarantee the platform will always be error-free or available, and we are not responsible for any service interruptions.
 

Personal Responsibility: By using the Berries platform, you acknowledge and agree that it is a voluntary decision, and you assume all risks associated with its use. This includes any actions or decisions made based on the information or tools provided by the platform. We are not liable for any outcomes or consequences that arise from your use of the Berries platform.

CHAPTER K: NO WARRANTIES & LIMITATION OF LIABILITY

The following terms outline the limitations of warranties and liability associated with the use of the platform:
 

Berries, functioning as an AI scribe for mental health professionals, is offered on an "as is" and "as available" basis. We do not provide any warranties, either express or implied, including but not limited to warranties of non-infringement, merchantability, fitness for a particular mental health purpose, availability, error-free operation, or uninterrupted service. To the fullest extent permissible by law, all such warranties are hereby disclaimed.

We do not warrant, guarantee, or make any representations regarding the correctness, accuracy, reliability, completeness, or currentness of the Berries platform. The platform is designed to support mental health professionals, but it is not infallible. Users are responsible for reviewing and verifying the accuracy and completeness of the AI-generated content and outputs. Decisions, actions, or omissions based on the platform or its output are taken at the user's own risk.

Our liability, as well as that of our officers, directors, employees, affiliates, or agents, in connection with the use of the Berries platform, is strictly limited. We shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages arising from the use of Berries, whether foreseeable or not. This limitation of liability is applicable to the fullest extent allowed by law in the relevant jurisdiction.

IN ANY SITUATION WHERE WE MIGHT BE FOUND LIABLE FOR DIRECT DAMAGES, DESPITE THE DISCLAIMERS ABOVE, OUR LIABILITY WILL BE LIMITED. THIS CAP IS SET AT THE AMOUNT PAID BY THE USER, IF ANY, FOR ACCESS AND USE OF THE BERRIES PLATFORM IN THE THREE (3) MONTHS PRIOR TO THE DATE THE CLAIM FIRST AROSE. WE ARE NOT LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION ASSOCIATED WITH THE USE OR INABILITY TO USE BERRIES OR ANY RELATED SERVICES. 
 

Beta Services

We may, at our discretion, make certain features, functions, or services available on a free, trial, and/or beta basis (collectively, “Beta Services”). Beta Services are offered solely for evaluation and testing purposes, and may be changed, suspended, or discontinued at any time and for any reason, including business considerations or potential partnerships.

Beta Services are provided without service level commitments or performance guarantees. We make no assurances regarding their availability, functionality, or reliability, and we are not required to provide support, maintenance, or updates. By accessing or using any Beta Service, you acknowledge and agree that the Beta Services are made available on an “as is” and “as available” basis, and may contain errors, bugs, or other issues.

You assume all risks and costs arising from your use of the Beta Services, including (without limitation) internet fees, backup expenses, equipment or software costs, and any damage or loss of data. To the maximum extent permitted by law, our aggregate liability for all claims, damages, or obligations in connection with the Beta Services shall not exceed one hundred (US $100) dollars.

All disclaimers, limitations, and exclusions of liability that apply to the Services generally also apply to the Beta Services, unless expressly stated otherwise. Except as provided herein, all other terms of these Terms apply fully to your use of the Beta Services.

CHAPTER L: INDEMNIFICATION

You agree to indemnify and hold Berries and its affiliates harmless from any damages, liabilities, losses, and expenses (including attorney's fees) incurred by Berries in connection with any third-party claims arising from:

​Your breach of this Agreement, including representations and warranties.​

Misuse of the Berries website, platform, or content.

Negligence, misconduct, fraud, or violation of the law.

Violation of third-party rights, such as copyright, trademark, or privacy rights.

You will be responsible for promptly notifying Berries of any claims, cooperating in the defense, and maintaining control over settlement negotiations. This section ensures that you protect and defend Berries from any losses resulting from these specific circumstances.
 

CHAPTER M: SUSPENSION & TERMINATION

​We retain the right to suspend, terminate, or restrict your access to the Berries platform at our sole discretion, without prior notice or liability, for any reason. Additionally, we reserve the right to modify, suspend, or discontinue any part of the Berries platform without prior notice or liability. You may terminate this agreement by ceasing to use the service, while we may terminate the agreement at any time and for any reason without prior notice, denying you access to the service. Termination of the agreement will not affect our rights or remedies under the law. In the event of termination, you must cease all use of the service. We may suspend, disable, or close your account or cease providing the service to you in part or in whole, without liability. We may, but are not obligated to, make reasonable efforts to notify you of any such suspension, disabling, closure, or loss of access to the content.

CHAPTER N: PRIVACY

​At Berries, protecting your personal information and respecting your privacy are our top priorities. We follow strict practices for collecting, storing, and using personal data, as outlined in our Privacy Policy. By using the Berries platform, you acknowledge and agree to the collection, use, and handling of your personal information in accordance with our Privacy Policy, available at: https://www.heyberries.com/privacy-policy. To learn more about our commitment to privacy, visit the 'Berries Privacy Promise' here: https://www.heyberries.com/privacy-promise.
 

While we take precautions to secure your data and provide password-protected connections for accessing the Service, it's important to understand that no system is entirely immune to the risks of unauthorized access or inadvertent disclosure. Although we implement robust measures to safeguard your data, we cannot guarantee absolute security.
 

Please review our Privacy Policy to gain a comprehensive understanding of how we handle your data, ensure your privacy, and comply with applicable privacy laws.
 

If you are a Covered Entity or a Business Associate under the Health Insurance Portability and Accountability Act (HIPAA) and engage the Services involving Protected Health Information (PHI) that require a Business Associate Agreement (BAA), you must enter into our BAA. By using the Services for purposes involving PHI, you agree to the terms of our BAA, available at: https://www.heyberries.com/business-associate-agreement. Any terms not defined herein shall have the meanings assigned to them under HIPAA.

If you are not subject to HIPAA, Berries will process patient information in your account only on your behalf and in accordance with your instructions under this Agreement, and will apply the use, disclosure and safeguard restrictions of the BAA to that information as if it were PHI.

CHAPTER O: GEOGRAPHICAL JURISDICTION AND COMPLIANCE

​The Berries Platform and its associated services are primarily intended for use within the United States of America and Canada. We cannot guarantee the accessibility or appropriateness of the Berries Platform outside the United States or Canada. If you choose to access or use the Berries Platform from a location outside the United States or Canada, you do so at your own risk and are solely responsible for complying with the laws and regulations of your specific jurisdiction, regardless of your location.
​

You hereby represent that you are fully aware and in compliance with all applicable Sanctions Regulations as defined below. You further confirm you are not a resident or incorporated in a Sanctioned Jurisdiction and that you are not a Sanctioned Person, as defined below. You will not access the Services from a Sanctioned Jurisdiction. You hereby confirm you will not provide, directly or indirectly, any services to any Sanctioned Jurisdiction or Sanctioned Person. You agree to indemnify us for any fines and/or penalties imposed as a result of a breach of this section. “Sanctions Regulations” means all trade, economic or financial sanctions, embargoes, or restrictive measures administered, enacted or enforced by (i) the United States (including without limitation OFAC or the Department of State), (ii) the European Union or any European Union member state, (iii) the United Nations, (iv) the United Kingdom, (v) Israel, or (vi) any other governmental entity of a jurisdiction where we conduct business. “Sanctioned Jurisdiction” means a country or territory that is itself the subject or target of any Sanctions (currently, Cuba, Iran, Lebanon, North Korea, Syria, and the Ukrainian Regions of Crimea, Luhansk, Donetsk, Kherson and Zaporizhzhia). “Sanctioned Person” means any person subject to Sanctions, including (a) any person appearing on any list of persons subject to Sanctions maintained by the United States (including without limitation OFAC or the Department of State), (ii) the European Union or any European Union member state, (iii) the United Nations, (iv) the United Kingdom, (v) Israel, or (vi) any other governmental entity of a jurisdiction where we conduct business; (b) any person located, organized, or resident in a Sanctioned Jurisdiction; or (c) any person directly or indirectly owned fifty percent or more or controlled, individually or in the aggregate, by one or more persons described in the foregoing clauses (a) and/or (b).

CHAPTER P: ARBITRATION AGREEMENT; WAIVER OF CLASS ACTIONS & JURY TRIAL

​This Agreement and any claim, cause of action, or dispute arising out of or related thereto, will be governed solely by the laws of the state of New York, regardless of your country of origin or where you access the Services, and without giving effect to any conflicts of law principles of any state or jurisdiction, which would result in the application of the laws of a jurisdiction other than the state of New York.
 

You agree that any and all disputes or claims that have arisen or may arise between you and Berries, whether arising out of or relating to this Agreement (including any alleged breach thereof), the Services, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this section, except that you may assert individual claims in small claims court, if your claims qualify.
 

This section does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.
 

You agree that, by entering into this Agreement, you and Berries are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury.
 

The Federal Arbitration Act governs the interpretation and enforcement of this section. 

YOU AND BERRIES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BERRIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.
 

ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
 

Arbitration Procedures Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this section. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this section, the applicable terms of this section will control unless the arbitrator determines that the application of the inconsistent section terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this section. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Berries and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA.
 

If your claim is for $10,000 or less, Berries agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
 

Costs of arbitration payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this section. To the extent any Arbitration Fees are not specifically allocated to either Berries or you under the AAA Rules, Berries and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Berries will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Berries will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
 

CHAPTER Q: GENERAL TERMS

​Assignment: You may not assign, sublicense, or otherwise transfer this Agreement or any of your rights or obligations under this Agreement without our prior written consent. Any attempt to do so without our consent will be void. Berries may freely assign or transfer its rights and obligations under this Agreement to any third party.

​Superseding Agreements: This Agreement supersedes all prior agreements concerning the subject matter herein.
 

Invalid Provisions: If any provision in this Agreement is deemed invalid by a court with competent jurisdiction, such provision or portion thereof will be deemed omitted.

Rights of Third Parties: Nothing in this Agreement will create or confer upon any party that is not Berries or you any legal or equitable rights, remedies, liabilities, or claims with respect to this Agreement.

Survival: Provisions of this Agreement that by their nature should survive termination, including but not limited to sections on intellectual property rights, confidentiality, limitations of liability, and indemnification, will continue to apply even after the termination or expiration of this Agreement.

​Entire Agreement: This Agreement constitutes the entire agreement between you and Berries and supersedes any prior agreements, understandings, or representations.

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

Waiver: The failure to enforce any right or provision of this Agreement shall not be considered a waiver of such right or provision. Any waiver must be made in writing and signed by an authorized representative of Berries.
 

Relationship of the Parties: Nothing herein shall be construed to create a partnership, joint venture, agency, employment, or any other type of relationship between Berries  and you beyond the contractual relationship expressly provided for in this Agreement. Neither party shall have the authority to act on behalf of or bind the other in any manner whatsoever.
 

Non-Disparagement and Conduct: You will not, at any time, (i) make any statements, or take any other actions whatsoever, to disparage, defame, sully or compromise the goodwill, name, brand or reputation of Berries or any of its affiliates; or (ii) commit any other action that could likely injure, hinder or interfere with the business, relationships or goodwill of Berries, its subsidiaries or its affiliates.
 

Enforcement of rights

​In the event of a breach or threatened violation of our intellectual property rights or confidential and proprietary information by you, we may suffer significant harm that cannot be easily remedied. Therefore, we reserve the right to seek immediate injunctive relief to enforce this Agreement without the necessity of posting a bond. This may involve obtaining necessary interim, equitable, provisional, or injunctive measures from a court with jurisdiction. By accepting this Agreement, you agree to the jurisdiction of the appropriate courts and acknowledge our right to take legal action to safeguard our rights and interests.

CHAPTER R: BERRIES PRACTICE MANAGEMENT SERVICES

R.1 Scope and Precedence. This Chapter applies if you activate the Practice Management Services. If this Chapter conflicts with any other provision of this Agreement with respect to the Practice Management Services or Records, including Chapters C and M and the Beta Services terms in Chapter K, this Chapter governs. The BAA governs as provided in the BAA.

R.2 Definitions. “Practice” means the individual clinician or the entity (such as a group practice) that activates the Practice Management Services. “Account Admin” means the individual the Practice designates to administer its account; Berries may treat the Account Admin's instructions as the Practice's instructions. “Authorized User” means a clinician, staff member or other individual whom the Account Admin permits to access the account. “Draft” means AI Generated Output or other content that an Authorized User has not signed or finalized. “Record” means content that an Authorized User signs or finalizes in the Practice Management Services, and other patient information maintained in the Practice Management Services, such as demographics, appointments, forms, messages and billing records.

R.3 Drafts and Records. AI Generated Output remains a Draft until an Authorized User reviews and signs it, and only signed content becomes part of a Record. The Practice is responsible for the content and accuracy of its Records. Signed notes may be corrected only by addendum, and the Services keep an audit trail of changes. Records may be deleted only at the Account Admin's request where permitted by law, or at the end of the Retention Period. Drafts remain subject to the AI Assistant retention settings, including deletion after 30 days by default. When the Practice Management Services are active, the AI Assistant may access Records to generate AI Generated Output for Authorized Users.

R.4 Practice Accounts and Control of Records. As between Berries and the Practice, the Practice owns and controls the Records in its account. Your login credentials remain personal to you under Chapter C, but the account and its Records belong to the Practice, and your access is subject to the permissions the Account Admin assigns. When an Authorized User leaves a Practice, the Practice decides whether that individual may access or export any Records, and Berries will follow the Account Admin's instructions. Berries does not resolve disputes among clinicians, Practices or Account Admins, and may require written evidence of authority, including a court order, before acting on conflicting instructions. The Practice may designate a records custodian who may access and export Records if a solo clinician or the Account Admin dies or becomes incapacitated, or the Practice closes, subject to reasonable proof of the event and of the custodian's authority. Account Admin access to notes and transcripts generated through the AI Assistant is described in Chapter C (Team Accounts).

R.5 Record Retention. Berries will retain Records for ten (10) years from the date of the patient's last Record entry (the “Retention Period”), including after termination as described in Section R.6, unless the Account Admin instructs earlier deletion where permitted by law. The Retention Period is a service commitment and does not determine the Practice's legal retention obligations, which may be longer, including for records of minors. The Practice is responsible for identifying those obligations and for exporting Records where a longer period applies. Berries will notify the Account Admin at least ninety (90) days before deleting Records at the end of the Retention Period, and will not delete Records subject to a legal hold of which the Practice notifies Berries in writing. Berries maintains backup and disaster recovery measures for Records and stores Records, including backups, in the United States.

R.6 Export, Suspension and Termination.

(a) The Account Admin may export Records at any time in the formats the Services make available.

(b) If fees for the Practice Management Services are more than thirty (30) days overdue, Berries may, after at least seven (7) days' notice to the Account Admin, limit the account to read-only access and export until the overdue amounts are paid. Berries will not block the Practice's access to Records because of a payment dispute.

(c) Berries may terminate the Practice Management Services for convenience only on at least ninety (90) days' notice. Berries may suspend access immediately where reasonably necessary to protect the Services, patients or others, or to comply with law, and will restore read-only access and export as soon as the reason for the suspension permits.

(d) After the Practice Management Services expire or are terminated for any reason, the Account Admin will have read-only access and export for ninety (90) days (the “Post-Termination Access Period”). Berries will then keep the Records in archived form for the rest of the Retention Period, subject to the BAA, and will provide an export at the request of the Account Admin or a designated records custodian, subject to a reasonable fee.

(e) If Berries discontinues the Practice Management Services, Berries will give at least ninety (90) days' notice and refund prepaid fees for the unused portion of the subscription term, and paragraph (d) will apply.

R.7 Patient Portal and Patient Rights. The Practice decides which patients receive portal access, which Records are shared through the portal, and whether a parent, guardian or other personal representative receives access, in accordance with the laws that apply to minors and personal representatives. The Practice is responsible for responding to patients' requests to access, amend or obtain copies of their records, and for any decision to withhold a Record. Notes designated in the Services as psychotherapy notes are not released through the patient portal and are accessible only to the Authorized User who created them. The Practice is responsible for determining whether a note qualifies as psychotherapy notes under HIPAA.

R.8 Telehealth. The telehealth features use a third-party video provider engaged by Berries under a business associate agreement. The Practice is responsible for (i) holding any license required where the patient is located; (ii) obtaining any informed consent to telehealth required by law; (iii) verifying the patient's identity and location and maintaining emergency procedures; and (iv) determining that telehealth is clinically appropriate. Berries does not store audio or video recordings of telehealth sessions, except on a strictly transient basis where this is a necessary part of the transmission. If the AI Assistant is used during a telehealth session, the Services may show the patient a notice before it starts. This does not replace any consent the Practice must obtain under applicable law, including written consent where required.

R.9 Patient Communications. The Services may send appointment reminders, notifications and secure messages to patients by email, text message or the patient portal on the Practice's behalf. The Practice is responsible for obtaining any consent required to contact patients, including under the Telephone Consumer Protection Act; for honoring opt-outs and requests to be contacted by other means; and for the content of the messages it sends or configures. Berries may suspend messages it reasonably believes violate law or carrier requirements. Berries does not monitor messages, and the Services are not intended for emergencies.

R.10 Third-Party Services and Calendar Sync. The Services may let the Practice connect third-party services, such as its own calendar account (“Third-Party Services”). Third-Party Services are governed by the Practice's agreements with their providers, and the Practice is responsible for any business associate agreement those providers require. Calendar sync transfers appointment information to the Practice's calendar provider at the level of detail the Practice selects. Berries is not responsible for Third-Party Services.

R.11 Forms and Electronic Signatures. The Services let the Practice send forms to patients, collect patient-submitted information and electronic signatures, and record the signer's authenticated identity, the time of signature and related audit information. Berries does not review patient submissions. Form templates provided by Berries are samples, are not legal advice, and must be adapted by the Practice to its jurisdiction and practice. The Practice must hold any license required to use third-party assessment instruments it adds to the Services.

R.12 Payments and Insurance Billing.

(a) Payment Processor. Patient payments are processed by Stripe, Inc. ("Stripe"). To use patient payments, the Practice must accept the Stripe Connected Account Agreement and any other Stripe terms presented through the Services (the "Stripe Terms"), and no payments will be processed until it does. The Stripe Terms govern the payment services between the Practice and Stripe. The Practice must comply with the Stripe Terms, including Stripe's restrictions on prohibited businesses. Berries is not a party to the Stripe Terms and does not hold patient funds. Stripe may suspend or terminate payment services in accordance with the Stripe Terms.

(b) Fees. Stripe's processing fees apply to each transaction and are deducted from the Practice's payouts.

(c) Berries' Role and Information Sharing. Berries may carry out activities related to the payment services, such as transmitting transaction and refund information, adjusting the Practice's Stripe balance and handling disputes. The Practice must provide accurate and complete information about itself and its practice. The Practice authorizes Berries and Stripe to share with each other transaction and payment data, account information and information about the Practice's Stripe activity, as needed to provide and secure the payment services.

(d) Practice Responsibilities. The Practice is responsible for:

• obtaining patients' authorization for card-on-file, recurring, cancellation and no-show charges;

• complying with card network rules and laws on fees and surcharges;

• not including diagnoses or clinical details in payment descriptions;

• entering payment card and bank details only in the designated payment fields, never in notes or other fields;

• not processing payments involving any country or person subject to U.S. sanctions administered by the Office of Foreign Assets Control.

(e) Refunds and Chargebacks. The Practice is responsible for refunds, chargebacks, reversals, disputes, overpayments and payment errors on payments it receives ("Chargebacks"), and for any related fees charged by Stripe or the card networks. The Practice authorizes Berries and Stripe to deduct Chargebacks and related fees from its Stripe balance and future payouts. Where the balance is insufficient, the Practice authorizes them to debit its linked bank account. If Chargebacks remain unpaid, Berries may offset them against future payouts or withhold payouts until they are paid. This paragraph survives termination.

(f) Holds and Suspension. Berries may instruct Stripe to:

• withhold payouts while Berries reviews suspected fraud or suspicious activity, or while a lien, levy or other legal process affects the account;

• refund transactions that Berries determines, after investigation, to be fraudulent;

• suspend or decline payment processing because of excessive disputes or chargebacks, suspected fraud, or a violation of law, this Agreement or the Stripe Terms.

Suspension of payment services does not affect the Practice's access to Records.

(g) Tax Forms. The Practice consents to receive tax forms and notices, including Forms 1099, from Berries or Stripe by email or other electronic means where consent is required by law.

(h) Insurance Billing. Insurance claims are transmitted through a third-party clearinghouse under a business associate agreement. The Practice is responsible for payer enrollment, for the accuracy of all claims and codes submitted under its name, and for compliance with payer rules and billing laws. Berries does not guarantee payment of any claim.

CHAPTER S: PATIENT USERS

S.1 Scope. This Chapter applies to patients and their parents, guardians or other personal representatives who use the patient portal or receive communications through the Services (“Patient Users”). For Patient Users, only this Chapter and Chapters G, H, J, K, N, O, P and Q apply. A patient under 18 may use the portal only as permitted by the Practice and applicable law, and children under 13 may not create their own account.

S.2 Your Provider Controls Your Records. Berries provides the portal on behalf of your healthcare provider (the “Practice”). The Practice controls your health information, decides what is shared with you through the portal, and is responsible for your care. Please direct requests to access or correct your records to the Practice. Berries does not provide healthcare services and does not have a provider-patient relationship with you.

S.3 Not for Emergencies. The portal and messages are not monitored in real time and must not be used for emergencies. If you are in crisis or thinking about harming yourself or others, call or text 988 (Suicide & Crisis Lifeline) or call 911.

S.4 Electronic Communications, Signatures and Payments. You agree to receive communications from the Practice electronically through the Services, and that your electronic signature on forms has the same legal effect as a handwritten signature. You may ask the Practice to communicate with you by other means. Payments you make through the portal are charges by the Practice, processed by Stripe; please direct questions about charges to the Practice.

S.5 Text Messages. If you provide a mobile number, you may receive appointment reminders and account notifications from or on behalf of the Practice. Message frequency varies. Message and data rates may apply. Reply STOP to opt out or HELP for help. Carriers are not liable for delayed or undelivered messages. We do not share mobile numbers or text-message opt-in data with third parties for marketing.

Contact Us
​Please contact us at help@heyberries.com. to report any violations of this Agreement or to pose any questions regarding this Agreement or the Services.