Prodgy Software Terms and Conditions of Use

Introduction and Contractual Hierarchy

These T&C govern the access and use of Prodgy Software (“Software” or “Prodgy”) and related Services, binding both you, the User (the individual who accesses), and the Contracting Organization (“Licensee”).

By using Prodgy, the User fully agrees to these T&C. The License Agreement (the main contract) prevails over these T&C in case of conflict, and these T&C complement and integrate the License Agreement for all purposes.

1. Contracting Modalities and Contractual Hierarchy

Prodgy Software may be contracted in the following modalities:

a) Free Trial (“Trial”): version made available for a limited time, exclusively for evaluation purposes, without guarantee of continuity, technical support or data preservation at the end of the usage period.

b) Software as a Service (“SaaS”): temporary and non-exclusive usage license, with cloud hosting, recurring payment and comprehensive infrastructure management, maintenance and updates under the responsibility of the Licensor.

c) Client Environment Implementation (“Self-Hosted”): corporate license installed on the Licensee’s infrastructure, with greater customization and shared responsibilities regarding security, availability and maintenance.

2. Definitions

Update(s): consist of modifications, improvements, bug fixes and implementation of new features in the Software, made available by the Licensor at its sole discretion during Software usage.
Sleeper Agent: malicious behavior of an AI model that is intentionally programmed to be activated only under specific conditions or inputs, making it difficult to detect in normal security testing.
Bugs: refer to failures, defects or errors in the Software that cause unwanted or unexpected behavior, compromising the correct functioning of existing features. These problems may arise due to programming errors, design flaws, incompatibilities with other systems or other technical factors.
Software License Agreement (“License Agreement”): legal agreement between the Licensor and the Licensee that regulates the use of the Software in its SaaS and Self-Hosted modalities, granting non-exclusive, non-transferable usage rights limited to the contractual term, without transfer of intellectual property.
Force Majeure: unforeseeable and unavoidable events, external to the Parties’ will, that prevent the fulfillment of obligations under this Agreement, such as: natural disasters, wars, terrorist acts, general strikes, failures in the public energy and/or internet network that prevent access to the Software.
Licensee: the contracting organization, holder of the corporate usage license.
Focal Point: technical representative designated by the Licensee in corporate contracts (On-Premises). In SaaS or Trial plans, support will be provided directly to the registered contact.
Poisoning (Data Poisoning): the introduction of malicious or intentionally incorrect data into the system with the objective of sabotaging or compromising the security, integrity or output of the AI model.
Prodgy/Software: refers to Prodgy, an Artificial Intelligence Agents Platform specialized in Product Operations (Product Ops), offered as SaaS developed and licensed by the Licensor. Prodgy automates and integrates product development processes through specialized AI Agents, including but not limited to: Backlog Writer (generation of epics and user stories), Bug Specialist (bug detection and prioritization), Release Scriber (release notes automation), Task Builder (creation of contextualized tasks) and Test Designer (creation of test cases), as well as its functionalities, resources, integrations and updates.
Intellectual Property (IP): comprises all rights related to Intellectual Property over the Software, including, but not limited to copyrights, patents, trademarks, trade secrets, improvements, corrections, translations, alterations, new versions, methodologies or derivative works carried out by the Licensor, alone or in conjunction with the Licensee or any third parties, which are the exclusive property of the Licensor.
AI Generated Results (“Outputs”): any information, reports, codes, outputs or actions executed by the Software.
User or End Users: natural person, indicated and authorized by the Licensee, who uses the Software on behalf of and for the Licensee’s activities, in accordance with the terms of this Agreement.
Risky AI Usage: misuse of the Software that constitutes negligent, intentional or malicious conduct and may lead to security vulnerabilities, ethical violations, inadequate access to sensitive data or actions that result in harm.
Usage Modality: type of contracting that defines the licensing regime and related obligations (Trial, SaaS or Self-Hosted).
Web Scraping: automated data extraction technique that uses robots (bots) or specific programs to collect and copy information, content or structured elements directly from websites, systems or web applications, with the objective of storing, processing or reusing them in other contexts.

3. Intellectual Property

3.1. The Prodgy usage license is granted on a non-exclusive, non-transferable basis and for a determined period, according to the contracted modality.

3.2. The Software is provided “as is”, without any warranties of maintenance or availability of features that are not expressly included in the contracted modality.

3.3. All Intellectual Property (IP) rights, including copyrights, patents, trademarks and trade secrets over Prodgy and its Services, are the exclusive and inalienable property of the Licensor. Users and Licensees are prohibited from copying, reverse engineering, decompiling, disassembling, modifying or adapting the Software in whole or in part.

3.4. By providing suggestions, ideas, improvement requests or other feedback, the User agrees to assign to the Licensor, free of charge and irrevocably, any rights over such information, and the Licensor shall own any resulting improvements.

3.5. The Licensee acknowledges that the Software is licensed, not sold, regardless of modality. No ownership rights or access to source code are transferred.

3.6. In SaaS and Trial models, the Licensor remains fully responsible for hosting, maintenance and technological updates. In the Self-Hosted model, these responsibilities must be shared according to the License Agreement.

3.7. The Licensor will not be responsible for content or decisions derived from results generated by Artificial Intelligence models (“Outputs”), which must always be reviewed and validated by humans.

4. Conduct and Prohibition of AI Security Risks

4.1. The User agrees not to use Prodgy for any illegal, immoral or unauthorized purpose, including sending spam, phishing or malware.

4.2. It is prohibited to attempt to circumvent security measures or access restrictions, interfere with operation, or use the Software for activities that may harm, disable or overload the Licensee’s infrastructure, including the use of viruses or malicious software.

4.3. It is prohibited to transfer the license to third parties, upload or distribute any illegal, offensive, defamatory Content or that violates third-party Intellectual Property rights.

4.4. It is strictly prohibited for Users and Licensees to perform any action aimed at sabotaging the Software, including the introduction of malicious data (Poisoning) or the creation of conditions for the Agent to develop unintentional or Sleeper Agent behaviors.

4.5. The use of the Software for purposes that constitute unethical interactions, targeted harassment, compliance violations or Risky AI usage is prohibited. This includes but is not limited to any use that may:

(i) generate, promote or disseminate discriminatory, prejudiced, offensive, defamatory content or that violates human rights;
(ii) produce or automate decision-making based on race, gender, religion, sexual orientation, origin, social condition, belief or any other factor protected by law;
(iii) use the Software for manipulation practices, improper exploitation of personal data, invasion of privacy or activities that violate applicable legislation.

The Licensee and User acknowledge that human review is an indispensable requirement and assume full responsibility for the ethical and lawful use of results generated by Artificial Intelligence.

4.6. It is expressly prohibited to perform, allow or induce the execution of Web Scraping, data mining or automated data collection activities in any environment linked to the Prodgy Platform, its cloud services, APIs, integrations or third-party environments accessed by the Software, without prior written authorization from the Licensor. The Licensor is not responsible for acts of data collection or extraction performed without its authorization, with all civil, administrative and criminal responsibility resulting entirely from the offending User or Licensee.

5. Agentic Artificial Intelligence Risks and Responsibilities

5.2. The Licensor does not guarantee that the results or actions executed by the Software will always be accurate, impartial, complete or free from failures. The Software should be used exclusively as a support tool for operation, analysis and decision-making, not replacing human supervision and judgment.

5.3. The Licensee commits to validate, review and supervise all results produced by the Software before use, ensuring that any decisions, disclosures or resulting actions have been previously reviewed by a competent person. The absence of such review will be considered improper use and will exempt the Licensor from responsibility.

5.4. The Licensor will not be liable for losses, damages or direct or indirect harm resulting from decisions based exclusively on Software results, human supervision failures, training issues, incorrect data or autonomous and unintentional AI behavior.

5.5. The extent of responsibility and risk varies according to the contracted modality:

Trial: exclusive use for testing and experimental validation, without guarantees of accuracy, technical support or data preservation.
SaaS: the Licensor maintains responsibility for operational integrity and environment updates, with the Licensee controlling the use of results and compliance with internal compliance and security policies.
Self-Hosted: the Licensee is responsible for managing infrastructure, monitoring, security policies and local audit, and must maintain logs and continuous supervision processes over AI usage.

5.6. Behavioral variations in AI models due to updates, context, continuous learning or new versions do not constitute Software defects nor imply contractual non-compliance, being inherent to the dynamic operation of Artificial Intelligence systems.

5.7. The Licensor is exempt from responsibility for results considered unethical, discriminatory or offensive autonomously produced by AI, imposing on the Licensee the duty of moderation, filtering and ethical governance over the use and dissemination of such content.

6. Security, Compliance and Indemnification

6.1. It is the exclusive responsibility of the Licensee to ensure that access permissions and data security policies are strictly controlled to prevent access or exfiltration of sensitive information by the Agent.

6.2. The User and Licensee agree that all interactions with Prodgy will be recorded in audit logs for security, compliance and incident investigation purposes.

6.3. The Licensee commits to indemnify the Licensor for any losses, damages, costs and liabilities arising from actions of its Users that violate these T&C or result from improper and unsupervised use of the Software.

7. Updates and Maintenance

7.1. The Licensor may, at its discretion, correct bugs and defects, making available Patches or Updates. The Licensor will provide an estimated delivery schedule for requested corrections, without such estimate constituting a contractual obligation or Service Level Agreement (SLA).

7.2. The Licensor will communicate to the Focal Point the planning of Updates with reasonable advance notice. Updates that require brief periods of unavailability will be carried out, preferably, outside Business Hours, with prior communication of at least 5 (five) hours for SaaS and Self-Hosted modalities. Unavailability resulting from scheduled maintenance previously communicated to the Focal Point will not be considered a failure or contractual non-compliance.

8. Technical Support

8.1. Technical Support will be provided by the Licensor to resolve technical problems and operational questions, exclusively by email info@prodgy.io, during business hours (from 08:00 to 17:00, Monday to Friday, except local holidays). The first response time will observe the Service Level Agreement (SLA) applicable only according to License Agreement specifications.

8.2. The Licensor will record and track each incident, communicating the ticket number and informing the Licensee about progress until resolution. Support does not include training, business consulting, customizations or assisted operation.

8.3. The Licensor will make commercially reasonable efforts to resolve reported incidents and communicate in advance any updates, maintenance or scheduled downtime periods. These communications will be made, whenever possible, with a minimum advance notice of 5 (five) hours and outside business hours.

8.4. Resolution time may vary depending on technical complexity, incident impact and external dependencies, especially in Self-Hosted deployments, where availability depends on the Licensee’s infrastructure.

8.5. Support does not include assistance for problems arising from unauthorized modifications to the Software, failures or unavailabilities in the Licensee’s infrastructure, external integrations not approved, misuse, or requests involving training, assisted operation or direct support to End Users.

8.6. Specific conditions by modality:

Trial: limited and not guaranteed support, restricted to the trial period, without obligation of correction, continuous monitoring or backup.
SaaS: remote and continuous support during business hours, covering technical incidents, maintenance notifications and updates, according to SLA. Does not include on-site support or customization.
Self-Hosted: specialized technical support provided to the Focal Point, may include remote diagnostic meetings and update monitoring as agreed in SLA. Network, hardware or local infrastructure failures are the sole responsibility of the Licensee.

9. Liability Limitations and Warranty Exclusions

9.1. Prodgy is provided “as is”, without any warranties, express or implied, except those provided in the License Agreement.

9.2. The Licensor will not under any circumstances be liable for any indirect, special, incidental or consequential losses or damages, including, but not limited to, loss of profits, lost profits, business interruption, loss of data or information.

9.3. In SaaS and Self-Hosted models, in any liability scenario, the total and maximum liability of the Licensor to the Licensee will be limited to the amount equivalent to the amount paid monthly by the Licensee during the 3 (three) months immediately prior to the event that originated the damage claim. The Parties acknowledge that this amount constitutes the maximum and irrevocable compensation ceiling.

9.5. The Licensor is not responsible for data loss, performance failures or unavailabilities arising from misuse, accidental deletion, integration failures with third-party systems, external events or causes beyond its direct control.

9.5.1. External integrations, customizations, routines or scripts not approved by the Licensor are entirely the responsibility of the Licensee, including any failures, vulnerabilities, security incidents, unavailabilities or related damages.

9.5.2. Specific rules for storage, backup and data recovery will be addressed exclusively in the corresponding License Agreement. In Trial modality, there is no obligation for data retention, backup or recovery, and all entered information may be deleted at any time without prior notice.

9.6. Neither Party will be liable for failure or delay in fulfilling its obligations if such failure or delay is caused by events, circumstances or reasons beyond its reasonable control (Force Majeure). If the delay period extends beyond 30 (thirty) days, the unaffected party may terminate upon 30 days’ prior written notice.

10. Data Privacy

10.1. The Licensee acknowledges acting as Controller of User Data and that the Licensor acts exclusively as Processor of such data, under the terms of Law nº 13.709/2018 (LGPD). The Licensor’s Privacy Policy, available at https://docs.prodgy.ai/en/privacy-terms, details the processing, including but not limited to: Collection, Data Sharing, Data Security and User Rights. Use of the Software implies agreement with said Policy, which is incorporated and forms part of these Terms and Conditions.

11. Penalties

11.1. Use of Prodgy in non-compliance with these T&C by the User may result in:

(I) access restriction
(II) formal notification to the Licensee and/or
(III) other applicable judicial measures

11.2. The Licensee will be liable for losses and damages arising from non-compliance, which may lead to termination of the License Agreement.

12. Final Provisions

12.1. The Licensor may modify these T&C at any time. Changes will be communicated to Users and Licensees by email.

12.2. These T&C will be governed by and interpreted in accordance with the laws of the Federative Republic of Brazil.

12.3. The Parties elect the Court of the District of Campinas, State of São Paulo, to settle any doubts or disputes arising from these terms.

12.4. These T&C take effect for the Licensee according to the modality: