VProGo

Getting your facility ready…

Contract analysis, not marketing claims

Sign a Contract Because You Like Us, Not Because You Can't Escape.

This page compares the VProGo MSA clause-by-clause against an executed Dazos Service Agreement (Empower Health Group, September 2025). Every citation below is grounded in the actual documents. Not a marketing page. A reading guide for your counsel.

This page is a commercial analysis prepared by a competitor of Dazos LLC. It is not legal advice. Consult licensed counsel in your jurisdiction before acting on anything below.

Clause-by-Clause Comparison

Nine clauses in the Dazos Service Agreement that deserve attention. What each one says. What VProGo's MSA says instead.

Initial term

Dazos

24 months fixed (Exhibit B §1)

VProGo

Year 1 month-to-month; Year 2+ 12-month renewals (MSA §12.1)

Net effect: Year 1 escape without penalty. Decide if you like us before you commit.

Early termination fee

Dazos

Remaining months × average monthly invoice, due within 15 days, 24% annual interest if unpaid (Exhibit B §4)

VProGo

None. 60-day written notice, effective end of current term (MSA §12.2)

Net effect: ~$34,800 non-cancellable cost over Dazos' 24-month term vs. zero buyout in VProGo.

Constructive-termination clause

Dazos

Deemed termination if any third party "engaged in, or planning to engage in, competition with Dazos" is permitted to observe the service (Exhibit B §3)

VProGo

No equivalent clause. Facilities are free to evaluate alternatives.

Net effect: Dazos' language arguably restricts you from letting another vendor watch a demo. Practical effect: discourages competitive evaluation during the term.

Liability cap

Dazos

Lesser of 2 months of fees or $10,000. One-directional: Dazos-only. Fee obligations carved out (§7)

VProGo

12 months of fees paid, mutual both directions (MSA §10.2)

Net effect: Asymmetric $10K cap vs. mutual 12-month cap. Material in any HIPAA breach or service-interruption scenario.

Unilateral modification of TOS/SLA/BAA

Dazos

Dazos may revise by posting to dazos.com. User bound at next login. No countersignature required (§5)

VProGo

Material changes require signed amendment. 60-day written notice for any fee change (MSA §6.7)

Net effect: The Dazos BAA — governing how PHI is handled — can change silently. The VProGo MSA requires signatures.

Non-solicitation

Dazos

$55,000 liquidated damages per hire, 12 months post-termination. Facility "may not challenge this liquidated damages provision as being unreasonable" (§8)

VProGo

12 months mutual, actual damages only — no liquidated-damages amount (MSA §14)

Net effect: $55K per hire is punitive. Actual-damages-only is the standard for sophisticated BH SaaS.

Pricing confidentiality

Dazos

Discussion outside senior executives voids negotiated discount; pricing reverts to published list (Exhibit A §5)

VProGo

No pricing-uplift clause.

Net effect: Dazos' clause structurally blocks facilities from discussing pricing with their own counsel, investors, or replacement vendors without risking a fee uplift.

Dispute forum

Dazos

Binding AAA arbitration in Palm Beach County, FL. IP claims carved out to "venue of Dazos' choosing" (§6)

VProGo

Commonwealth of Massachusetts. Mutual (MSA §14.1)

Net effect: Asymmetric forum selection vs. mutual forum.

Data return on exit

Dazos

Not guaranteed in executed agreement. Per-MB document storage fees reported in user reviews.

VProGo

60-day self-service CSV/JSON export at $0 (MSA §12.5)

Net effect: Your data is yours. Always has been.

First month free

Dazos

No

VProGo

Yes. All CRM tiers. Customer pays only the onboarding fee up front.

Net effect: See us work before you pay.

The cost-to-exit structure

$34,800 Over 24 Months — Whenever You Exit

Representative facility at the Empower pricing tier ($1,450/mo all-in). Because Exhibit B §4 accelerates the full remaining term, total cost is effectively fixed regardless of exit timing.

Month of exitFees already paidBuyout invoice (§4)Total 24-mo cost
Month 3$4,350$30,450$34,800
Month 6$8,700$26,100$34,800
Month 12$17,400$17,400$34,800
Month 18$26,100$8,700$34,800
Month 23$33,350$1,450$34,800

The decision is not "exit or pay." It's "exit now and get value from a replacement platform for the remaining months, or stay and get value from Dazos."

Beyond the Contract — What You Actually Get

Contract terms aside, here's the capability comparison.

CapabilityVProGoDazos
Multidirectional referral lifecycle
Working referrals (admissions Kanban)
8-tier payment prediction engine
Full native RCM with clearinghouse access
Billing company portal (multi-facility)
Patient engagement PWA (peri + alumni)
Alumni AI SI detection
VProSEO marketing intelligence layer
VOB credits priced at $0.25/credit overage ceiling
Native KIPU bidirectional integration
CRM core (contacts, referrals, attribution)
Multi-clearinghouse abstraction
Mobile native app / PWA
No pricing-confidentiality clawback
No constructive-termination clause

Locked-In by Design

Dazos' contract architecture combines a 24-month minimum, an acceleration-style buyout, a constructive-termination clause reaching observation, an asymmetric $10K liability cap, unilateral modification of incorporated docs, and a $55K non-solicit. Any one of these is defensible. Combined, they form a lock-in structure that survives the price comparison.

Free to Leave, Paid to Stay

VProGo's MSA rejects the lock-in pattern as a matter of policy. Month-to-month year one. Mutual liability cap. No early-termination buyout. $0 self-service data export. Signed amendments for BAA changes. The result: customers stay because they want to, not because they're expensive to lose.

Common Questions

Where does this contract analysis come from?

VProGo has a copy of an executed Dazos Service Agreement — the Empower Health Group contract dated September 26, 2025 (DocuSign envelope ID in the full teardown memo). Every clause citation on this page is grounded in that document and its exhibits: the body of the Service Agreement, Exhibit A (Negotiated Terms), Exhibit B (Termination Rider), and the attached BAA. VProGo has also published a full contract teardown memo for facility operators and their counsel; see the "Full teardown memo" link below.

Is the constructive-termination clause actually enforceable?

That's a question for a court or arbitrator in your jurisdiction — not for Dazos' invoice department. Enforceability of broad restraints on competitive evaluation, asymmetric liability caps, and liquidated damages that bear no relationship to actual loss has been tested in reported litigation in various states with mixed outcomes. What is certain is that if Dazos invokes the clause, the facility receives an invoice for the full remaining 24-month term, due within 15 days at 24% interest if unpaid. Whether the clause survives appeal is a separate question from whether you want to spend a year litigating it.

Am I stuck if I already signed a Dazos agreement?

Not as stuck as the buyout math might suggest. Because Exhibit B §4 is structured as acceleration of the full 24-month obligation rather than a pro-rated break fee, total 24-month cost is effectively fixed regardless of when you exit. The decision is not "exit or pay" — it's "exit now and get value from a replacement platform for the remaining months, or stay and get value from Dazos." Most facilities find the math favors earlier exit. The first step is reading the executed agreement with counsel; the published contract teardown memo is a reasonable starting point for framing the questions.

Isn't some of this just standard SaaS contract language?

Some of it is. 24-month terms, pricing confidentiality, and non-solicits are common in SaaS. What is not common — and what turns the Dazos agreement into something qualitatively different — is the combination: an acceleration-style buyout with 24% interest, paired with a constructive-termination clause that reaches observation (not just use), paired with an asymmetric $10K liability cap, paired with unilateral modification rights on the BAA itself. Any one of these provisions in isolation is defensible. Combined, they produce a pronounced asymmetry in switching costs that is not visible from the price list.

What does the VProGo MSA look like in contrast?

Month-to-month first-year terms. No early-termination buyout. Mutual 12-month liability cap with no floor. Mutual non-solicit at actual damages only. Signed amendments required for any change to the BAA, SLA, or incorporated documents. $0 self-service data export during a 60-day post-termination window. Commonwealth of Massachusetts dispute forum, mutual. These are not marketing commitments — they are MSA §10.2, §12.1, §12.2, §12.5, §6.7, and §14 respectively. The full MSA is available on request.

What happens to my data when I leave?

You export it yourself. MSA §12.5 guarantees a 60-day self-service export window in CSV or JSON format at no charge. If you want assisted migration help, VProGo offers it at VProGo's then-current professional services rates under a separate Statement of Work — but that's optional. Self-service is always free. Contrast this with the per-MB document storage fees reported in user reviews of Dazos: storage charges mean that even after you export, you may be paying for data that you, in principle, already own.

Get the Full Teardown. Read It With Counsel.

We've published a ~9,000-word clause-by-clause analysis of the Dazos Service Agreement, including questions for your attorney and a cost-to-exit model. Free to operators and their counsel.

VProGo (VProVOB, LLC) is a direct competitor of Dazos LLC. This page is commercial analysis, not legal advice. Consult licensed counsel before acting.

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