VELGATO HEALTH GROUP

TERMS OF SERVICE & CLIENT SERVICE AGREEMENT

Last Updated: October 7, 2026

Welcome to Velgato Health Group (“Velgato,” “we,” “us,” or “our”). These Terms of Service & Client Service Agreement (“Agreement”) govern the use of Velgato’s website, platform, client accounts, subscription plans, clinician matching services, workforce solutions, and related healthcare business services (collectively, the “Services”).

By creating an account, purchasing a subscription, submitting a service request, requesting or accepting a clinician, making a payment, or otherwise using the Services, the Client (“Client,” “you,” or “your”) acknowledges that it has read, understood, and agrees to this Agreement.

If you do not agree to these Terms, do not use the Services.

1. VELGATO'S ROLE

Velgato Health Group provides a healthcare workforce, clinician matching, technology, and business-services platform.

Depending on the Client's selected plan and requested service, Velgato may:

• Facilitate connections between Clients and healthcare professionals.

• Match available clinicians with Client requests.

• Recruit or identify clinicians when applicable.

• Confirm clinician availability.

• Facilitate communication regarding assignments and service requests.

• Provide workforce and business-support technology.

• Collect subscription and applicable Velgato service fees.

Velgato does not provide medical care to patients and does not assume responsibility for the Client's clinical operations.

Velgato does not practice medicine or nursing, make patient treatment decisions, establish patient care plans, or provide clinical supervision to the Client's patients.

2. CLIENT RESPONSIBILITIES

The Client is solely responsible for its business operations and clinical activities, including, as applicable:

• Determining the appropriate clinician for each assignment.

• Supervising and overseeing clinicians.

• Assigning duties and managing schedules.

• Providing orientation, equipment, supplies, access, and necessary systems.

• Maintaining a safe working environment.

• Patient scheduling and visit management.

• Clinical supervision and oversight.

• Patient communications.

• Documentation and EMR/EHR management.

• OASIS documentation and review, when applicable.

• Physician orders and care planning.

• Billing, coding, reimbursement, and collections.

• Regulatory compliance.

• Maintaining required licenses, certifications, permits, and insurance.

• Protecting patient information.

• HIPAA compliance and applicable privacy requirements.

• Reporting incidents or adverse events as required by law.

Velgato does not assume, replace, or supplement the Client's internal operational, administrative, or clinical functions unless expressly agreed in a separate written agreement.

3. ELIGIBILITY & ACCOUNT INFORMATION

The Client represents that it has the legal authority to enter into this Agreement.

The Client must provide accurate, complete, and current information when creating an account or submitting a service request.

The Client is responsible for maintaining the confidentiality of its account credentials and for activity conducted through its account.

4. SUBSCRIPTION PLANS & MONTHLY FEES

Certain Velgato Services require a monthly subscription plan.

Current plans include:​

• Starter: $399/month

• Professional: $599/month

• Business: $999/month

• Enterprise: $1,899/month

The Client's selected subscription determines the applicable access, features, service rates, and other benefits associated with that plan.

Monthly subscription fees are separate from clinician or service charges.

Subscription fees are generally non-refundable once charged, except where otherwise required by law or expressly agreed to by Velgato in writing.

Velgato reserves the right to modify plans, pricing, features, and service terms prospectively. Changes will not retroactively alter charges already properly incurred.

 

Prepaid Clinician Fees and Payment Terms

Advance Payment Required. The Client agrees to prepay Velgato Health Group (“Velgato”) for all applicable clinician fees and related service charges associated with requested coverage. Clinician rates, applicable fees, and the total amount due will be communicated to and agreed upon by the Client before the applicable services are initiated.

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Clinician Compensation. Velgato will be responsible for paying clinicians under its applicable payment arrangements. The Client shall remit the required prepaid amounts directly to Velgato in accordance with the payment instructions provided. The Client shall not be responsible for separately paying the clinician for services covered by amounts paid to Velgato, unless otherwise expressly agreed in writing.

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No Payment, No Obligation to Initiate Coverage. Velgato is not obligated to confirm, authorize, or initiate clinician coverage until the required prepayment has been received and confirmed. Failure to submit payment by the applicable deadline may result in delayed, declined, or canceled coverage, subject to applicable law and any separate written agreement.

Separate Subscription Fees. Monthly subscription fees, including the Business plan subscription, are separate from clinician fees and do not include clinician compensation unless expressly stated in writing. All applicable clinician fees and service charges must be paid in addition to the subscription fee.

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Payment and Refunds. Any refunds, cancellations, unused prepaid amounts, or adjustments will be handled in accordance with Velgato’s applicable cancellation and refund policies and any governing written agreement. Nothing in this section limits rights or obligations that cannot legally be waived.

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5. CLIENT RATE SCHEDULE

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Clinician and service rates are determined by the Client's selected subscription plan and the applicable Velgato Client Rate Schedule.

The Client Rate Schedule is incorporated into this Agreement by reference.

Unless otherwise stated in writing:

• Shift-care rates are charged on an hourly basis.

• Home health and hospice rates are charged on a per-visit basis.

• The rate applicable to a service request will be the rate associated with the Client's active plan and applicable rate schedule at the time the service request is accepted or otherwise confirmed.

6. NO SEPARATE MATCHING OR SOURCING FEE

Velgato does not charge a separate clinician sourcing or matching fee under the standard subscription plans.

The Client's monthly subscription fee and applicable clinician/service rates constitute the applicable Velgato charges unless a separate written agreement expressly provides otherwise.

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7. 72-HOUR CLINICIAN MATCHING & FULFILLMENT DISCLAIMER

Clinician Matching Timeline

Upon receipt of a complete staffing, clinician, or service request, Velgato may require up to seventy-two (72) hours to identify, evaluate, coordinate, match, and present an appropriately qualified and available clinician.

The 72-hour period begins only after Velgato has received the information reasonably necessary to process the request, which may include:

• Requested discipline.

• Service type.

• Service location.

• Schedule.

• Anticipated start date.

• Caseload or visit requirements.

• Clinical requirements.

• Credentialing requirements.

• Other information reasonably necessary to fulfill the request.

Velgato will make commercially reasonable efforts to provide a suitable match as soon as possible and may provide a match sooner than 72 hours when availability permits.

No Guarantee of Coverage

The 72-hour period is a matching and fulfillment timeframe, not a guarantee of coverage.

Velgato does not guarantee that a clinician will:

• Be available.

• Accept an assignment.

• Remain available.

• Begin services within 72 hours.

• Be available for every requested shift or visit.

• Provide continuous coverage.

Same-day, next-day, urgent, or expedited requests remain subject to clinician availability.

No Automatic Coverage Obligation

If an appropriate clinician is unavailable, Velgato is not obligated to personally provide, replace, employ, or pay a clinician solely because a Client submitted a request.

Changes to the Client's request, incomplete information, delayed approvals, credentialing requirements, clinician availability, or circumstances outside Velgato's reasonable control may affect fulfillment.

8. CLIENT-DIRECTED SERVICE MODEL

Velgato operates using a client-directed service model.

The Client selects its applicable subscription plan and corresponding clinician/service rates.

Velgato's role is to facilitate the applicable platform, matching, coordination, and business-services functions described in this Agreement.

The specific clinician engagement and payment structure may be further defined by the applicable service arrangement, assignment documentation, or written agreement.

9. CLINICIAN RESPONSIBILITIES

Clinicians are responsible for:

• Performing services within the scope of their professional license.

• Maintaining required professional credentials.

• Following applicable laws and regulations.

• Following the Client's lawful policies and instructions.

• Performing assigned services professionally and appropriately.

The Client remains responsible for determining whether the clinician is appropriate for the Client's particular assignment and environment.

10. NO MEDICAL DIRECTION

Velgato does not:

• Practice medicine.

• Practice nursing.

• Make treatment decisions.

• Direct patient care.

• Establish treatment plans.

• Provide clinical supervision.

• Assume responsibility for patient outcomes.

Clinical decisions remain the responsibility of the appropriate licensed professionals and the Client as applicable.

11. PAYMENT AUTHORIZATION

The Client authorizes Velgato to charge the payment method provided for:

• Subscription fees.

• Applicable service charges.

• Other charges expressly authorized under the Client's selected plan or written service arrangement.

The Client agrees that payment information submitted to Velgato is accurate and that the Client is authorized to use the payment method.

Services may be suspended if required payments are declined, reversed, disputed, or remain unpaid.

12. PAYMENT DISPUTES & CHARGEBACKS

The Client agrees to contact Velgato promptly regarding billing questions or suspected billing errors and to provide reasonable information necessary to investigate the issue.

Velgato may maintain records relating to:

• Account creation.

• Plan selection.

• Terms acceptance.

• Electronic signatures.

• Service requests.

• Client communications.

• Clinician matching activity.

• Service confirmations.

• Payments.

• Cancellations.

• Other transaction-related records.

These records may be used to document the Client's authorization, transactions, and use of the Services.

Nothing in this Agreement is intended to unlawfully restrict any rights the Client may have under applicable law or applicable payment-card rules.

13. CANCELLATIONS

The Client may submit cancellation requests in accordance with its applicable subscription and service terms.

Cancellation of a subscription does not automatically cancel charges that were properly incurred before the effective cancellation date.

For clinician or service requests, cancellation terms may depend on the status of the request and whether a clinician has already accepted or commenced an assignment.

If a clinician cancels or fails to report, Velgato may make commercially reasonable efforts to identify another available clinician; however, replacement coverage is not guaranteed.

14. REFUNDS

Subscription fees and completed or properly incurred service charges are generally non-refundable, except where otherwise required by law or expressly approved by Velgato in writing.

A refund is not automatically owed solely because:

• A Client changes its mind.

• A Client no longer needs a requested service.

• A requested clinician is unavailable.

• A Client declines a presented clinician.

• A Client's internal staffing needs change.

Where a service cannot be fulfilled because no appropriate clinician is available, Velgato may determine the appropriate treatment of any applicable service charge consistent with the applicable plan, transaction terms, and law.

15. CLIENT REQUESTS & SERVICE LIMITATIONS

The Client is responsible for submitting complete and accurate service requests.

Velgato may decline, delay, modify, or suspend a request when necessary because of:

• Clinician availability.

• Credentialing requirements.

• Incomplete information.

• Safety concerns.

• Geographic limitations.

• Scheduling limitations.

• Regulatory requirements.

• Client account status.

• Payment issues.

• Circumstances outside Velgato's reasonable control.

16. JOB POSTINGS, RESUMES & CLIENT CONTENT

Where the Services include job posting, resume access, candidate profiles, applications, or similar workforce tools:

Clients are responsible for the accuracy and legality of their postings and hiring decisions.

Information obtained through Velgato may be used only for legitimate internal business and recruitment purposes.

Clients may not:

• Sell candidate information.

• Redistribute resumes without authorization.

• Misuse personal information.

• Scrape the platform.

• Circumvent platform restrictions.

• Use candidate information for unlawful purposes.

17. AI & TECHNOLOGY DISCLAIMER

Velgato may provide AI-assisted tools, automated recommendations, candidate ranking, workflow tools, or other technology.

These tools are provided for assistance only.

AI-generated information does not constitute medical, legal, employment, or professional advice and does not guarantee hiring, staffing, clinical, financial, or business outcomes.

The Client remains responsible for all decisions made using information provided through the platform.

18. CONFIDENTIALITY & PRIVACY

Each party agrees to protect confidential, proprietary, and non-public information received from the other party.

The Client is responsible for protecting patient information and complying with applicable privacy and security requirements, including HIPAA where applicable.

The Client's use of Velgato's platform is also subject to the Velgato Privacy Policy.

19. INTELLECTUAL PROPERTY

All Velgato trademarks, logos, designs, software, website content, systems, technology, and other proprietary materials are owned by Velgato or its licensors.

No rights are granted to use Velgato intellectual property except as expressly permitted through the Services or in writing.

20. INDEPENDENT PARTIES

Velgato and the Client are independent businesses.

Nothing in this Agreement creates a partnership, joint venture, franchise, agency relationship, or employment relationship between Velgato and the Client.

The parties remain responsible for their own employees, contractors, operations, taxes, insurance, and legal obligations.

21. NO GUARANTEE OF RESULTS

Velgato does not guarantee:

• Clinician availability.

• Assignment acceptance.

• Continuous staffing.

• Hiring outcomes.

• Patient outcomes.

• Revenue.

• Business results.

• Successful reimbursement.

• Specific staffing levels.

• Any particular financial or operational outcome.

Velgato provides a platform, matching, coordination, and/or business service; the Client remains responsible for its own business decisions and operations.

22. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Velgato shall not be liable for:

• Patient outcomes.

• Clinical decisions.

• Medical errors.

• Treatment decisions.

• Client negligence or misconduct.

• Workplace conditions.

• Regulatory violations caused by the Client.

• Loss of revenue or profits.

• Loss of business opportunities.

• Loss of goodwill.

• Consequential, incidental, special, or indirect damages.

To the maximum extent permitted by law, Velgato's total liability arising from a particular service request shall not exceed the amount of Velgato fees actually paid by the Client for the specific service or assignment giving rise to the claim.

Nothing in this Agreement limits liability that cannot legally be limited under applicable law.

23. INDEMNIFICATION

To the maximum extent permitted by law, the Client agrees to defend, indemnify, and hold harmless Velgato Health Group, its owners, officers, employees, contractors, affiliates, and representatives from claims, damages, liabilities, penalties, costs, and reasonable attorneys' fees arising from or relating to:

• Client operations.

• Patient care.

• Clinical services provided under the Client's direction or supervision.

• Client negligence or misconduct.

• Workplace conditions.

• Regulatory violations.

• Privacy or HIPAA violations caused by the Client.

• Client's breach of this Agreement.

• Acts or omissions of the Client or persons under the Client's control.

24. ACCOUNT SUSPENSION & TERMINATION

Velgato may suspend or terminate an account when reasonably necessary because of:

• Nonpayment.

• Violation of these Terms.

• Fraudulent activity.

• Misuse of the Services.

• Unauthorized use of platform information.

• Safety concerns.

• Illegal activity.

• Conduct that creates material risk to Velgato, clinicians, clients, or patients.

Termination does not eliminate payment obligations incurred before termination.

25. FORCE MAJEURE

Velgato shall not be responsible for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, government actions, public emergencies, pandemics, labor disputes, telecommunications failures, internet outages, technology failures, transportation disruptions, or other unforeseen events.

26. ARBITRATION & DISPUTE RESOLUTION

To the extent permitted by applicable law, disputes arising out of or relating to this Agreement or the Services shall be resolved through binding arbitration rather than litigation in court.

The arbitration shall be conducted under applicable rules of the American Arbitration Association or another mutually applicable arbitration provider.

The arbitrator's decision shall be final and binding, subject to applicable law.

Any class-action waiver or other limitation on dispute procedures applies only to the extent enforceable under applicable law.

27. GOVERNING LAW

This Agreement shall be governed by the laws of the State of California, without regard to conflict-of-law principles, except to the extent applicable law requires otherwise.

28. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

29. CHANGES TO THIS AGREEMENT

Velgato may update these Terms from time to time.

Updated Terms will be posted with a revised “Last Updated” date.

Changes will generally apply prospectively. Continued use of the Services following an applicable update constitutes acceptance of the updated Terms to the extent permitted by law.

30. ENTIRE AGREEMENT

These Terms constitute the agreement between Velgato and the Client regarding the Services unless the parties enter into a separate written agreement that expressly supersedes or modifies these Terms.

The Client's selected subscription plan, applicable Client Rate Schedule, service request, order confirmation, and any applicable written service arrangement may be incorporated into this Agreement.

If there is a conflict between documents, the specific written agreement governing the applicable service or transaction will control to the extent expressly stated.

31. ELECTRONIC ACCEPTANCE

By creating an account, selecting a subscription plan, submitting a service request, signing an electronic agreement, making a payment, requesting a clinician, accepting a clinician, or using the Services, the Client acknowledges that it has had the opportunity to review these Terms and agrees to be bound by them.

Electronic signatures, electronic records, electronic acknowledgments, and electronically stored transaction records may be used as evidence of the Client's agreement and authorization to the extent permitted by applicable law.

VELGATO HEALTH GROUP

Website: VELGATO.com
Email: team@VELGATO.com
Phone: 310-404-9063

Healthcare • Technology • Business Services