This Veladoma Subscription Agreement (the "Agreement") is between Veladoma, Inc., a Florida profit corporation ("Veladoma"), and the business that accepts it ("Customer"). It takes effect when Customer accepts it electronically, signs an Order Form that refers to it, or first uses the Services, whichever is first (the "Effective Date").
1. Definitions
1.1"Services" means the Veladoma platform, including the web application, mobile applications, APIs, and any AI, messaging, and payment features Veladoma makes available to Customer.
1.2"Order Form" means a written or electronic order, quote, or checkout record that identifies the plan, fees, and term, including an Enterprise quote.
1.3"Authorized User" means an individual Customer permits to use the Services under Customer's account, such as an employee or contractor.
1.4"Customer Data" means all data and content that Customer or its Authorized Users submit to the Services or that the Services collect on Customer's behalf, including data about Customer's own customers, clients, and caregivers, and including PHI.
1.5"PHI" has the meaning given in 45 C.F.R. § 160.103 and, here, means PHI that Veladoma creates, receives, maintains, or transmits for Customer.
1.6"BAA" means the Business Associate Agreement between the parties that Customer accepts through the Services.
1.7"De-Identified Information" means information de-identified from PHI under 45 C.F.R. § 164.514(a)–(c), and, for Customer Data that is not PHI, information that does not identify Customer, any Authorized User, or any individual.
1.8"Documentation" means the help content, security page, and policies Veladoma publishes at veladoma.com, including the Acceptable Use, AI Use, and SMS policies, as updated under Section 22.
1.9"AI Features" means any feature of the Services that uses machine learning, large language models, or other artificial intelligence to generate, suggest, summarize, or transform content, including drafting, diagnosis assistance, and agentic workflows. AI Features do not include any third-party AI tool or assistant that Customer connects to the Services; that relationship is between Customer and that provider.
1.10"AI Output" means content generated by an AI Feature in response to Customer Data or Authorized User input.
2. Access and license
2.1Subject to this Agreement, Veladoma grants Customer a non-exclusive, non-transferable right during the term to access and use the Services for Customer's internal business operations, up to the user, client, or other limits of Customer's plan.
2.2Customer may not (a) resell or sublicense the Services; (b) copy, modify, reverse engineer, or attempt to extract source code, except as the law allows despite this restriction; (c) use the Services to build a competing product; (d) interfere with or circumvent the security or limits of the Services; or (e) share credentials among individuals.
2.3Veladoma owns the Services and all related intellectual property. Customer owns its Customer Data (Section 10). If Customer gives feedback, Veladoma may use it without obligation.
2.4Veladoma may improve, change, or retire features. It will not materially reduce the core functionality of a paid plan during a paid term without offering a pro-rata refund for the affected period.
3. Customer responsibilities and acceptable use
3.1Customer is a United States business that is a trades business or a home-care business and has the licenses, registrations, and authority its work requires. Trades and care are set up as separate organizations.
3.2Customer is responsible for its Authorized Users, for the accuracy and lawfulness of its Customer Data, for the access roles it assigns, and for activity under its account. Customer must keep credentials confidential and use the multi-factor authentication the Services require.
3.3Customer will comply with the Acceptable Use Policy, which among other things prohibits: continuous location tracking of caregivers beyond what state EVV law requires; retaliating against caregivers for organizing, raising safety concerns, or reporting wage violations; submitting false or upcoded claims; using the Services for medical decision-making in place of clinical judgment; and collecting consumer data for sale.
3.4Customer will not upload PHI except as the Services permit for Customer's plan and vertical. PHI in the Services is governed by the BAA as stated in Section 13.
3.5Customer will notify Veladoma promptly of any unauthorized use of its account.
4. Plans, fees, and billing
4.1Self-serve plans. Customer selects a plan at veladoma.com/pricing or in the Services and pays the listed fees. Self-serve plans are billed in advance, monthly or annually, by card through Stripe. Annual self-serve plans carry the annual-billing discount shown on the pricing page, except where the pricing page says a plan has none. Plan limits (users, active clients, or similar) are ceilings that Veladoma will discuss with Customer before billing anything additional; no per-seat or per-client overage is charged on self-serve plans. Add-ons and metered items, such as AI Receptionist minutes, are charged at the rates published at the time of purchase.
4.2Enterprise. Enterprise customers are billed under an Order Form. The Order Form states the pricing driver (active clients for care, or users for trades), the number of offices, add-ons, the term, and any discount. Enterprise annual terms are invoiced in advance and may include an annual prepay discount stated in the Order Form. Enterprise invoices are due within 30 days of the invoice date. Late amounts bear interest at the lesser of 1.0% per month or the maximum lawful rate, and Veladoma may suspend under Section 20 if an undisputed invoice remains unpaid 10 days after written notice.
4.3Payment-processing markup. An Order Form may provide for an optional percentage fee that Veladoma retains on private-pay card payments that Customer's own customers make through Stripe Connect. If an Order Form does not state a percentage, there is none. The fee applies only to private-pay card payments. It never applies to, and Customer will not route through the payment features, any charge that is funded or reimbursed by Medicaid, Medicare, or another government health program, and Customer will not use the payment features to balance-bill a program beneficiary in violation of law. Veladoma does not submit claims to government programs on Customer's behalf, and Customer is responsible for the accuracy of any claim it submits.
4.4Taxes. Fees exclude taxes. Customer pays all sales, use, and similar taxes other than taxes on Veladoma's net income.
4.5Price changes. Veladoma will not raise the price of an active paid term. Veladoma will email Customer at least 60 days before any renewal price change takes effect, and Customer may cancel before it applies.
4.6Renewal. Monthly plans renew monthly, and annual plans and Enterprise terms renew for successive terms equal to the initial term unless either party gives notice of non-renewal under Section 18.
4.7Refunds and disputes. Except as this Agreement states, fees are non-refundable. Customer keeps access through the end of the then-current paid period; no refund is given for the unused portion of that period. Customer may dispute an invoice in good faith by replying to the invoice email before the due date, and Veladoma will not suspend for amounts under good-faith dispute.
5. Trials
5.1Veladoma offers a free trial of the Starter plan only. The trial lasts 14 days. No other plan has a trial unless an Order Form says so.
5.2During a trial the Services are provided "as is," and Veladoma may limit features. If Customer puts PHI in the Services during a trial, the BAA applies as stated in Section 13.1. At the end of the trial the account converts to a paid Starter subscription at the listed price unless Customer cancels before the trial ends. A card is collected at sign-up and is not charged until day 14.
6. Payment processing (Stripe Connect)
6.1Veladoma offers card payment features through Stripe Connect. To use them Customer must accept Stripe's connected account terms and complete Stripe's verification. Stripe's terms govern the payment services, and Veladoma is not a bank, money transmitter, or payment processor.
6.2As between Customer and its own customers, Customer is the merchant of record. Customer is responsible for pricing, refunds, chargebacks, disputes, taxes on its sales, and compliance with card network rules and consumer protection law for its own transactions. Veladoma holds no funds for Customer.
6.3Medicaid, Medicare, and other government program billing never runs through Stripe. Customer is solely responsible for claims it submits to payers.
7. SMS and email messaging
7.1Where the Services let Customer send text messages or emails to its own customers, caregivers, or leads, Customer is the sender. Customer is responsible for obtaining and keeping every consent and giving every disclosure the Telephone Consumer Protection Act, the CAN-SPAM Act, state telemarketing law, and carrier and wireless-industry rules require, and for honoring opt-outs (including STOP replies) promptly.
7.2Customer will not send unlawful, deceptive, or unsolicited marketing messages. Customer will cooperate with carrier registration and campaign review, and Veladoma may block or suspend messaging that creates legal or carrier risk.
7.3Customer will not include PHI in text messages. Veladoma may filter or block messages it reasonably believes contain PHI.
7.4Customer will keep records of consent and give them to Veladoma on request.
8. AI Features
8.1The Services include AI Features, such as drafting, suggestions, summaries, and diagnosis assistance. AI Outputs are assistive. They may be incomplete or wrong, and Customer is responsible for reviewing outputs before relying on them, sending them to others, or submitting them to a payer or a state.
8.2Customer will keep a human review step in place wherever the Services provide one by default, and wherever law, payer rules, or clinical standards require human judgment. If Customer turns off a default approval step, Customer accepts responsibility for the resulting outputs.
8.3AI Outputs are not clinical advice, diagnoses, or treatment plans.
8.4Veladoma will not send PHI to an AI provider unless that provider has signed a business associate agreement with Veladoma and is listed in Schedule A of the BAA. Veladoma's use of data for model training is limited as stated in Section 10.4 and BAA § 2.4.
8.5Ownership of AI Outputs. As between the parties, Customer owns AI Outputs generated from Customer Data, subject to Veladoma's underlying intellectual property in the Services and models. Veladoma may use AI Outputs in de-identified or aggregated form as permitted under Section 10.4 and, for PHI, subject to BAA § 2.4.
8.6No foundation-model training. Veladoma will not use Customer Data, prompts, or AI Outputs to train or fine-tune any foundation model or third-party large language model. Veladoma may use De-Identified Information as stated in Section 10.4.
8.7Model changes. Veladoma may change the underlying AI models used in the Services. A change of the provider that handles PHI is governed by BAA § 5.3. A model change within the same BAA-covered provider does not require Customer's consent.
9. Third-party services and integrations
9.1The Services work with third-party services that Customer chooses to connect, such as accounting software, payment processors, EVV aggregators, and telephone carriers. Those services are governed by their own terms. Veladoma is not responsible for them or for data Customer sends to them.
9.2Customer is responsible for its own accounts, fees, and compliance with those third-party terms, and Veladoma may disable an integration that creates a security or legal risk.
10. Data
10.1Ownership. As between the parties, Customer owns all Customer Data. Customer grants Veladoma a limited, worldwide, non-exclusive license during the term, and afterward for the periods this Agreement allows, to host, process, transmit, display, and back up Customer Data to provide, secure, support, and maintain the Services for Customer, and as this Agreement and the BAA permit.
10.2Instructions. Veladoma processes Customer Data on Customer's instructions as given through this Agreement and the Services' configuration. Veladoma acts as Customer's processor for personal data and as Customer's business associate for PHI.
10.3Location. Veladoma processes Customer Data in the United States.
10.4De-identified and aggregated data. Veladoma may create De-Identified Information from Customer Data, and may use and disclose De-Identified Information, including in aggregated form, to operate, maintain, and improve the Services for Customer and Veladoma's other customers. For PHI this Section 10.4 is subject to BAA § 2.4: PHI is de-identified only under 45 C.F.R. § 164.514(a)–(c) (and the use of PHI for that de-identification step is permitted), De-Identified Information derived from PHI is not PHI, and Veladoma will not re-identify, or attempt to re-identify, any individual, and will not use PHI (as opposed to De-Identified Information) to train or improve artificial-intelligence or machine-learning models for the benefit of any other customer or third party, including any foundation model. Veladoma will not sell Customer Data.
10.5Opt-out. Customer may opt out of aggregated use of its De-Identified Information by written notice to Veladoma. Veladoma will honor the opt-out prospectively from the date it receives the notice. An opt-out does not require Veladoma to withdraw or re-process information already aggregated before the opt-out took effect.
10.6Usage data. Veladoma may collect technical and usage data about how the Services perform and are used, and may use it to operate, secure, and improve the Services, provided it is not used in a way that identifies Customer or any individual to a third party.
10.7Export. After Customer cancels or the Agreement terminates, Customer may export, from the Settings area of the Services, (a) the data it provided to the Services as CSV files and (b) the files it uploaded to the Services, such as photos and signed documents, in their original form, together in a single ZIP file. This export is available from the date of cancellation through the end of the export window in Section 19.1. The export covers the information Customer or its Authorized Users entered, uploaded or imported into the Services. It does not include Veladoma's insights, scores, predictions, models, configurations, or other information Veladoma generated, or the internal structure or design of the Services.
11. Confidentiality
11.1"Confidential Information" means non-public information that one party (the "Discloser") gives the other (the "Recipient") that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, the Services' non-public features, pricing, and security documentation. It excludes information that is public through no fault of the Recipient, already known to or independently developed by the Recipient, or rightfully received from a third party without restriction.
11.2The Recipient will use Confidential Information only to perform or use the Services, will protect it with at least reasonable care, and will disclose it only to employees, contractors, and advisors who need to know it and are bound by confidentiality duties at least as protective as these.
11.3The Recipient may disclose Confidential Information when law or legal process requires, after giving the Discloser prompt notice where legally permitted and reasonable cooperation to seek protection.
11.4These obligations last during the term and for three (3) years after it, and for as long as Customer Data remains in Veladoma's possession. PHI is also governed by the BAA.
12. Security
12.1Veladoma will maintain administrative, physical, and technical safeguards designed to protect Customer Data, as described on the Veladoma security page, and will not materially reduce them during the term.
12.2Veladoma will notify Customer without undue delay, and in any event within 72 hours after discovery, of a confirmed unauthorized access to, or acquisition or disclosure of, Customer Data that is not PHI. Incidents involving PHI are reported under the BAA.
12.3Veladoma will make current security documentation available to Customer on request under a mutual non-disclosure agreement.
12.4Customer is responsible for the security of its own devices, networks, and credentials, and for configuring roles and multi-factor authentication appropriately.
12.5Veladoma uses subcontractors and subprocessors to deliver the Services and keeps the current list on its security page. Veladoma is responsible for their performance of its obligations under this Agreement. For Subcontractors (as defined in the BAA) that handle PHI, notice and objection rights are governed by BAA § 5.3.
13. HIPAA and the BAA
13.1Veladoma offers its BAA to every care customer, and to any customer that will put PHI in the Services, and presents it through the Services for acceptance by click-through. The BAA takes effect when Customer accepts it or, if Customer has not accepted it, when Customer first uses the Services with PHI. By accepting the BAA or by using the PHI features of the Services, Customer agrees to it. Veladoma does not block access to the Services while the BAA is unaccepted.
13.2If this Agreement conflicts with the BAA on a matter involving PHI, the BAA controls (BAA § 11.2).
13.3Customer is the covered entity (or business associate) responsible for its own HIPAA compliance, including its notices to individuals, its minimum-necessary policies, its workforce training, and its decisions about what information to enter in the Services.
13.4Trades customers are offered the BAA on the same terms. It takes effect for a trades customer in the same way: by accepting it, or by using the Services with PHI.
14. Electronic visit verification (EVV)
14.1Customer is responsible for its own obligations to its state Medicaid agency, managed care organizations, and EVV aggregators, including enrollment, data accuracy, visit corrections, and timely submission.
14.2Where Customer uses the Services to transmit EVV data to a state or aggregator, Veladoma transmits the data as Customer directs and as the applicable state requires, to the extent such a feature is made available. Veladoma is not responsible for a state's or aggregator's rejection of data, downtime, or rule changes, or for Customer's data entry.
15. Warranties and disclaimers
15.1Each party represents that it has authority to enter into this Agreement.
15.2Veladoma warrants that it will provide the Services in a professional manner consistent with industry standards and in material accordance with the Documentation. Customer's sole remedy for breach of this warranty is for Veladoma to correct the nonconformity or, if it cannot, for Customer to terminate the affected Services and receive a pro-rata refund of prepaid fees for the remaining term.
15.3EXCEPT AS THIS AGREEMENT EXPRESSLY STATES, THE SERVICES ARE PROVIDED "AS IS," AND VELADOMA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY LAW. VELADOMA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI OUTPUTS WILL BE ACCURATE. VELADOMA IS NOT A HEALTH CARE PROVIDER AND DOES NOT PROVIDE CLINICAL, LEGAL, OR BILLING ADVICE.
15.4AI Output disclaimer. Without limiting Section 15.3, Customer acknowledges that AI Outputs may be inaccurate, incomplete, or inappropriate for a given use. Customer is solely responsible for reviewing and validating AI Outputs before relying on them. Veladoma has no liability for decisions made or actions taken in reliance on AI Outputs, except that this Section 15.4 does not limit Veladoma's liability under the BAA, or for Veladoma's breach of its security obligations (Section 12) or its confidentiality obligations (Section 11), and it is subject to Section 17.3.
16. Indemnification
16.1By Veladoma. Veladoma will defend Customer against any third-party claim alleging that the Services, as provided by Veladoma, infringe or misappropriate that third party's intellectual property rights, and will pay damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from combination with items Veladoma did not provide, from modification by anyone other than Veladoma, from use in breach of this Agreement, or from AI Outputs (except to the extent the claim arises solely from the unmodified underlying Services independent of any Customer Data or prompt). If the Services become subject to such a claim, Veladoma may procure the right to continue, modify the Services to be non-infringing, or terminate the affected Services and refund prepaid fees for the remaining term.
16.2By Customer. Customer will defend Veladoma against any third-party claim alleging that Customer Data, or Customer's use of the Services in breach of this Agreement (including misuse by its Authorized Users and messaging sent without required consent), infringes or violates a third party's rights or applicable law, and will pay damages and costs finally awarded or agreed in settlement.
16.3Data breach. Each party will defend the other against any third-party claim (including a regulatory proceeding) to the extent it arises from a breach of Customer Data caused by the indemnifying party's breach of this Agreement or, for PHI, the BAA, and will pay damages, penalties, and costs finally awarded or agreed in settlement, and, for Veladoma as the indemnifying party, the reasonable cost of legally required notifications to affected individuals. Veladoma's aggregate liability under this Section 16.3 is limited to the greater of (a) three times (3×) the fees Customer paid in the 12 months before the event or (b) $100,000, except that liability arising from a Breach of Unsecured PHI caused by Veladoma's own material breach of the BAA remains uncapped as provided in BAA § 11.6 and Section 17.3, and the limit in this Section 16.3 does not apply to liability that is excluded from the limits in Section 17.1 by Section 17.3(b).
16.4Procedure. The indemnified party will give prompt written notice (late notice relieves the indemnifying party only to the extent of prejudice), allow the indemnifying party to control the defense and settlement (except that it may not settle in a way that admits fault for the indemnified party or imposes obligations on it without consent), and reasonably cooperate at the indemnifying party's expense.
17. Limitation of liability
17.1EXCEPT FOR THE EXCLUSIONS IN SECTION 17.3, EACH PARTY'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) $10,000 OR (B) THE FEES CUSTOMER PAID VELADOMA IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
17.2EXCEPT FOR THE EXCLUSIONS IN SECTION 17.3, NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE, EVEN IF ADVISED OF THEIR POSSIBILITY. These limits apply to the maximum extent permitted by law.
17.3The limits in Sections 17.1 and 17.2 do not apply to: (a) a party's indemnification obligations under Section 16, except Section 16.3, which is limited as stated there and is subject to clauses (b) and (c) below; (b) breach of Section 11 (Confidentiality), including any breach involving Customer Data, which is Confidential Information under Section 11.1, whether or not the same facts also fall within Section 16.3; (c) liability arising from a Breach of Unsecured PHI caused by a party's own material breach of the BAA, as BAA § 11.6 provides; (d) Customer's obligation to pay fees; or (e) liability that cannot be limited by law, including for fraud or willful misconduct.
18. Term, renewal, and termination
18.1Term. This Agreement starts on the Effective Date and continues until all subscriptions and Order Forms end.
18.2Customer cancellation. Customer may cancel a self-serve subscription at any time through Settings → Billing. Cancellation takes effect at the end of the then-current paid period. Customer keeps full access through the end of the paid period, and fees for the paid period are not refunded. For an Enterprise Order Form, notice of non-renewal must be given at least 60 days before the end of the term.
18.3Veladoma termination for convenience. Veladoma may end a monthly self-serve subscription on 30 days' notice. Veladoma may not end a prepaid annual term or an Order Form for convenience.
18.4Termination for breach. Either party may terminate this Agreement or the affected Order Form if the other party materially breaches it and does not cure the breach within 30 days after written notice. This 30-day cure period matches BAA § 8.1. Veladoma may also terminate immediately on written notice for security or legal cause, or for fraud or abuse of the Services.
18.5Termination of the BAA. If the BAA terminates, Veladoma may suspend PHI features, and either party may terminate the affected Services if the Services cannot be provided without it.
18.6Refund on Veladoma's breach. If Customer terminates for Veladoma's uncured material breach, or Veladoma terminates under Section 18.3, Veladoma will refund prepaid fees for the period after termination.
19. Effect of termination
19.1Export window. From the date Customer cancels or this Agreement terminates until 30 days after Customer's access to the Services ends, Customer may export its data and uploaded files as described in Section 10.7, and Veladoma will keep read-only access to the export function available for that purpose.
19.2Deletion. After the export window, Veladoma will delete Customer Data from its production systems, and from backups within the ordinary backup cycle, except where Section 19.3 applies.
19.3Legal hold and required retention. Veladoma will keep Customer Data it is required by law to keep, or that Customer directs it in writing to keep for a defined purpose such as a legal hold, including records subject to Medicaid or other retention obligations, only for as long and to the extent required, and will protect it under this Agreement and the BAA. Customer remains responsible for its own Medicaid and state record-retention obligations. Veladoma's retention under this Section is only as a service provider holding data on Customer's instructions or as Required by Law. Veladoma will remind Customer of this responsibility before the export window under Section 19.1 ends.
19.4Certification. On request, or automatically for PHI, Veladoma will certify the deletion or return in writing. For PHI, BAA § 8.2 controls the timing and content of the certification (the BAA certification clock runs from the end of the export window under Section 19.1).
19.5Survival. Sections 2.3, 4 (as to amounts owed), 10.4–10.5, 11, 15.3, 16, 17, 19, and 25–28, and any other terms that by their nature should survive, survive termination.
20. Suspension
20.1Veladoma may suspend all or part of the Services (a) if an undisputed amount is unpaid after the notice period in Section 4.2 or, for self-serve plans, after payment fails and Veladoma has given reasonable notice; or (b) immediately and to the extent necessary if Customer's use poses a security risk to the Services or others, is unlawful, or violates Section 3.3 or Section 7.
20.2Veladoma will give notice and restore the Services promptly once the cause is resolved. Suspension does not relieve Customer of its payment obligations. Veladoma will keep Customer Data available for export during a suspension for non-payment unless law requires otherwise.
21. Publicity
Neither party will use the other's name or logo in a press release or marketing without the other's prior written consent, except that Veladoma may list Customer's name and logo as a customer in its customer lists unless Customer opts out by written notice.
22. Changes to terms
22.1Veladoma may update this Agreement and the Documentation. For a material adverse change, Veladoma will give Customer at least 30 days' notice by email or in the Services, and the change applies at the next renewal or after the notice period, whichever is later. If Customer objects in writing during the notice period, Customer may cancel and receive a pro-rata refund of prepaid fees for the period after the change would have applied.
22.2Changes required by law or to address a security risk may take effect sooner. Changes to the BAA are made under BAA § 11.1.
22.3An Order Form can be changed only in writing signed or accepted by both parties.
23. Assignment
Neither party may assign this Agreement without the other's written consent, except that either party may assign it to an affiliate or to a successor in a merger, acquisition, or sale of substantially all of its assets, on written notice. Any other attempted assignment is void.
24. Entire agreement and order of precedence
24.1This Agreement, each Order Form, the BAA (where it applies), and the Documentation are the entire agreement between the parties on their subject matter and supersede prior discussions. Customer's purchase order terms do not apply.
24.2If documents conflict, the following order controls: (1) the Order Form; (2) the BAA, as to PHI; (3) this Agreement; (4) the Documentation and website terms. An Order Form may change a term of the BAA only if it expressly cites the BAA section it changes.
25. Governing law and venue
This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws rules. The parties do not agree to binding arbitration. Each party submits to the exclusive jurisdiction of the state and federal courts located in Orange County, Florida, and waives any objection to that venue. Each party waives trial by jury.
26. Force majeure
Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, hurricanes and other severe weather, war, terrorism, labor disputes, utility or internet outages, failures of third-party hosting or carrier networks, and government action. The affected party will notify the other and use reasonable efforts to resume performance. If the event continues for more than 30 days, either party may terminate the affected Services, and Veladoma will refund prepaid fees for the period after termination.
27. Notices
27.1Notices to Customer go to the email addresses on its account or Order Form, or through the Services. Notices to Veladoma go to legal@veladoma.com with a copy to Veladoma, Inc., 14125 Oakwood Cove Lane, Orlando, FL 32832. Notices of a security incident under the BAA go to the addresses stated in the BAA.
27.2A notice by email is effective when sent, and by courier, on delivery. Routine notices (such as billing and product updates) may be given through the Services.
28. General
28.1Relationship. The parties are independent contractors. There are no third-party beneficiaries.
28.2Severability and waiver. If a provision is unenforceable, the rest remains in effect. A waiver must be in writing.
28.3Export controls and compliance. Customer will comply with applicable export, sanctions, and anti-corruption laws.
28.4Electronic acceptance. Customer accepts this Agreement by clicking to accept, by signing an Order Form, or by using the Services, and the individual accepting represents that he or she is authorized to bind Customer. Acceptance by click-through constitutes a signature and a record under the federal Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act as adopted in Florida. Veladoma will keep a record of acceptance, including the individual's name, the date and time, the version, and the Agreement text. Acceptance of the BAA is addressed in the BAA.
28.5Counterparts. This Agreement and any Order Form may be executed in counterparts and electronically.
29. Referral Program
29.1Program. Veladoma may offer a program under which a Customer who refers a new organization to the Services may earn a Referral Credit, and the referred organization may receive a promotional discount ("Referral Program"), each on the terms in this Section 29 and the program description Veladoma publishes in the Services.
29.2Earning. A Referral Credit is earned only when the referred organization (i) signs up using the Customer's referral link or code, (ii) is a new customer that has not previously held an account, and (iii) pays its first month of subscription fees in full. The referred organization's first-month promotional discount is 50% of that month's subscription fees and applies once.
29.3Amount. A Referral Credit equals the Customer's subscription fee for one month of its then-current plan, excluding taxes, usage charges and add-ons. Customers on annual plans receive one-twelfth of the annual fee.
29.4Nature of credits. Referral Credits have no cash value, are not redeemable for cash or refunds, are not transferable or assignable, may not be sold, and may be applied only to future subscription fees payable to Veladoma under this Agreement, in the order earned. Credits are applied up to the amount of the invoice; any unused amount carries over, subject to 29.5. Credits are not applied to taxes, to usage-based or third-party charges, or to amounts already paid.
29.5Expiry and limits. Referral Credits expire twelve (12) months after they are earned. A Customer may earn no more than twelve (12) Referral Credits in any rolling twelve-month period. A Customer must have an active, non-delinquent account when a credit is earned and when it is applied. Credits held for non-good standing are forfeited if not cured within 30 days.
29.6No self-referral; abuse. A Customer may not refer itself, an affiliate, a person under common control or ownership, or an organization sharing its owner, payment method or business address. Veladoma may decline, void or reverse any Referral Credit or discount it reasonably believes was obtained through self-referral, misrepresentation, incentivised or automated sign-ups, spam, or breach of this Agreement or applicable law, including anti-spam and telemarketing law. Customers must not offer cash or other consideration for referrals in violation of law.
29.7Clawback. If the referred organization's qualifying payment is refunded, reversed or charged back within thirty (30) days after payment, the related Referral Credit and discount are void. If a voided credit has already been applied, Veladoma may deduct the applied amount from the Customer's future invoices or, if the Agreement has ended, invoice the Customer for it.
29.8Changes and termination of the program. Veladoma may modify, suspend or end the Referral Program at any time. Changes do not affect credits already earned except that credits expire as stated, and credits are forfeited on termination of this Agreement for the Customer's breach. On termination for any other reason, unapplied credits expire and are not refunded.
29.9Taxes. Referral Credits are a reduction of price, not income or a payment to the Customer. Each party is responsible for its own taxes. Veladoma will apply credits before calculating sales tax where required by law.
29.10Customer-to-customer referrals run by the Customer. If the Customer operates its own referral or credit program for its customers, the Customer alone is the sponsor. It is responsible for the terms it offers, for taxes and law applying to those credits, and for obtaining the consents needed to message its customers. Veladoma provides software only and is not a party to those programs. The Customer may not use the feature for care-vertical clients or other recipients where doing so would breach law or Section 13 (HIPAA and the BAA).
29.11Partner Referral Network (cross-organization leads). Veladoma may let trade-vertical Customers refer a household's service need to another trade-vertical organization on the Services ("Partner Referral"). Partner Referrals are disabled in both directions for any Customer that has activated care-vertical features or accepted the BAA. No Referral Credit is paid on any Partner Referral involving a care organization. (a) Consent first. A Customer may send a Partner Referral only after the person who controls the decision has agreed in the Services to their contact details being shared with the receiving organization. Veladoma records that consent. (b) Minimum information. A Partner Referral carries only the service address, the consenting contact's name and contact details, and a description of the service need. (c) The lead belongs to the receiving organization once accepted, and its relationship with the household is governed by its own terms with that household. (d) Credit. The referring Customer may earn a Referral Credit on the terms of 29.4 to 29.9 when the referral becomes a paid job for the receiving organization, in an amount Veladoma publishes in the Services. (e) No referral fees between Customers. Customers may not pay or accept money or anything of value from each other for Partner Referrals through or outside the Services. Credits come from Veladoma only. (f) Preference respected. If the household names a preferred company, the referral goes to that company or the household is told it is not on the Services. Veladoma does not rank or steer households for payment.
29.12Household notes from care Customers. A care Customer may use the family portal, its existing channel with a client's family, to tell the family about a practical household problem (for example, that the air conditioning is not working) and suggest that the family contact a company of its choosing. Such a note (i) is sent only to the family through the family portal, (ii) must not disclose clinical information beyond what the note requires, (iii) never sends the family's or client's details to any other organization, and the Services provide no means to do so, (iv) lists no Veladoma organizations and ranks no providers, other than a provider the family itself has named, and (v) earns no credit or other benefit for anyone, including if the family later hires a company that uses the Services.
30. Websites and Domains
30.1The website service. Veladoma will generate and host a website for the Customer's business from information and materials the Customer provides or that the Services hold ("Site"), at a Veladoma subdomain and, if connected, at the Customer's own domain. The Site is included in all plans, with the "Powered by Veladoma" footer on every plan other than Enterprise white-label.
30.2Customer content and licence. The Customer owns its logos, photographs, text, reviews it submits, and the business data it supplies ("Customer Content"). The Customer grants Veladoma a non-exclusive, worldwide, royalty-free licence during the term to host, reproduce, adapt, translate, format and display Customer Content, including to generate pages, structured data and summaries, and to publish it on the Site and, where the Customer has authorised, to third-party directories and profiles. The Customer represents that it has the rights to Customer Content and that it does not infringe or violate law. Veladoma owns the Site software, templates, layouts and generated structure, and grants the Customer a non-exclusive, non-transferable licence to use them as part of the Services during the term. Content Veladoma generates from Customer Content (for example, page copy drafted by AI) may be used by the Customer after termination only if the Customer has approved and published that content. Veladoma retains all rights in the generation tools, templates and layouts. The Customer will indemnify Veladoma against any third-party claim arising out of Customer Content, including reviews and AI-generated copy the Customer has approved. Customers are responsible for the accuracy of generated content they approve or leave published.
30.3Domains. The Customer owns any domain it connects or buys. Where the Customer buys a domain through the Services, the registration is made in the Customer's own domain-registrar account, under the Customer's agreement with that registrar, and the Customer is the registrant. Veladoma does not own, hold or resell domains, and is not a registrar. Domain prices, renewals, WHOIS and transfers are governed by the registrar, and purchases may be non-refundable. The Customer is responsible for renewing its domain.
30.4Third-party accounts and access. The Customer authorises Veladoma to use the credentials, API tokens and OAuth permissions it grants (for example for DNS or business-profile access) solely to provide the Services. The Customer may revoke access at any time; the related features then stop working. The Customer is responsible for the security of its accounts at third-party providers.
30.5DNS responsibility. The Customer is responsible for creating and maintaining the DNS records needed to connect its domain. Veladoma is not liable for downtime, delay, loss of email or loss of search ranking caused by DNS changes, incorrect records, expired domains, conflicting records, or provider outages. Connecting a domain to the Site may change where that domain's web traffic goes. Veladoma serves custom domains only on the "www" hostname unless the plan states otherwise.
30.6No guarantee of results. Visibility, search ranking, AI-assistant mentions, reviews and lead volume depend on third parties and are not guaranteed. Third-party platforms (search engines, directories, review sites, business-profile services) may change or end their services or restrict access. Review requests are sent only to recipients and by methods allowed by law and platform policy, and the Customer is responsible for having consent to message its own customers. The Customer may not use the review-request features for review gating or for any incentive conditioned on a review expressing a particular sentiment. The Customer is solely responsible for compliance with platform policies and applicable law.
30.7Acceptable use. The Site may not be used for unlawful, deceptive, infringing or harmful content, or to publish protected health information. Veladoma may suspend a Site or domain connection that violates this Agreement.
30.8Termination, offline date and export. On termination or expiry of the subscription, the Site stays online for the same export window stated in Section 19.1, then goes offline and the custom-hostname connection is released. Site data is deleted on the schedule in Section 19.2. The legal-hold and retention rules in Section 19.3 apply. Before the end of the export window the Customer may export its Customer Content (text, images, reviews and structured data) in a standard format, and must repoint or disconnect its domain. The Customer's domain and registrar account remain the Customer's.
30.9Enterprise white-label. Where the Customer's plan includes white-label, the Site, booking, quotes, invoices and portal may be presented without Veladoma branding and on the Customer's domains, and email may be sent from the Customer's domain. The Customer must configure the required DNS (including email authentication records), and is responsible for the content shown under its own brand.