Clear terms create better working relationships.

By accessing or using this website, contacting Prodgrade regarding services, or otherwise using materials made available through the website, you agree to these Terms & Conditions to the extent applicable to your interaction with Prodgrade.

If you are acting on behalf of a company or other organization, you represent that you have authority to act for that organization.

If you do not agree with these Terms, you should discontinue use of the website and should not rely on website content as creating a contractual obligation on Prodgrade.

The Prodgrade website is provided for general information about our company, services, technologies, capabilities, and related business content.

You may not use the website in a manner that could damage, disable, overload, interfere with, or compromise the website, its infrastructure, or other users.

• Attempting unauthorized access to systems, accounts, administrative interfaces, or data
• Introducing malware, malicious code, automated attacks, or disruptive traffic
• Conducting unauthorized vulnerability testing or security probing
• Copying or republishing substantial website content for commercial use without permission
• Using automated scraping or extraction in a manner that burdens or misuses the website
• Misrepresenting an affiliation with Prodgrade or using Prodgrade materials deceptively

Descriptions of services on this website are informational and do not constitute a binding offer to perform any particular work at any particular price or within any particular schedule.

A service engagement may be governed by a proposal, statement of work, purchase order accepted by Prodgrade, master service agreement, retainer, milestone agreement, platform contract, or another written arrangement.

Unless expressly stated otherwise in writing, estimates, schedules, technical recommendations, staffing assumptions, development projections, and preliminary pricing may change as requirements are clarified.

Successful delivery depends on timely cooperation from the client. Unless otherwise agreed, the client is responsible for providing information, access, credentials, assets, approvals, feedback, personnel, content, licenses, and decisions reasonably required to perform the work.

• Provide accurate and complete requirements and business information
• Supply required content, accounts, APIs, credentials, and third-party access
• Review deliverables and provide feedback within requested timelines
• Ensure client-provided materials may lawfully be used for the project
• Maintain appropriate backups of client-controlled systems and information
• Obtain internal, regulatory, legal, or third-party approvals where required

Prodgrade is responsible for performing the work included within the agreed project scope. Features, revisions, integrations, workflows, environments, testing requirements, content, migration work, or other tasks not included in the agreed scope may be treated as additional work.

Prodgrade may require a written change request, revised estimate, additional milestone, or updated schedule before beginning out-of-scope work.

Prodgrade may temporarily suspend or limit services where reasonably necessary, including when:

• Required payments are materially overdue
• The client has materially breached an agreement
• Continued work presents a security, legal, or regulatory concern
• Required client cooperation or access has not been provided
• Client instructions would require unlawful, infringing, deceptive, or harmful conduct
• A third-party service necessary for delivery becomes unavailable or materially changes

Suspension does not waive the client's obligation to pay amounts already earned, incurred, or committed before the suspension.

Software projects may depend on third-party infrastructure, APIs, hosting platforms, payment providers, cloud services, app stores, advertising systems, analytics platforms, plugins, libraries, databases, or other external services.

Prodgrade does not control third-party availability, pricing, policies, security decisions, platform approvals, API changes, feature removals, service interruptions, or account actions.

Unless expressly included in the agreed scope, work required because of a third-party change, deprecation, outage, policy update, migration, or integration modification may be separately chargeable.

Where confidential information is exchanged in connection with a project, the parties should use it only for legitimate purposes connected with the relationship and should protect it using reasonable care.

Confidentiality obligations may be supplemented or replaced by a separate nondisclosure agreement, master service agreement, employment arrangement, platform agreement, or project contract.

Information that is publicly available, independently developed without use of confidential information, rightfully obtained from another source, or required to be disclosed by law may not be treated as confidential to the same extent.

Clients are responsible for reasonably reviewing delivered work and reporting material issues within the review or acceptance period specified in the applicable agreement.

Where no separate written acceptance procedure applies, a deliverable may be considered accepted when the client:

• Approves the deliverable in writing
• Deploys or uses the deliverable in production
• Directs Prodgrade to proceed to the next material project phase
• Does not identify a material nonconformity within seven business days after delivery

Minor issues that do not materially prevent the agreed functionality from operating do not automatically constitute rejection of an otherwise substantially conforming deliverable.

The website and its general informational content are provided on an "as is" and "as available" basis to the fullest extent permitted by law.

Prodgrade does not guarantee that the website will always be uninterrupted, error-free, complete, current, or free of security vulnerabilities.

Any warranty relating to professional services, software, deliverables, support, or maintenance exists only to the extent expressly stated in the applicable written agreement.

Unless expressly guaranteed in writing, Prodgrade does not warrant particular revenue, profit, rankings, traffic, conversion rates, regulatory outcomes, business results, or commercial success.

To the extent permitted by law, a client agrees to defend, indemnify, and hold harmless Prodgrade and its personnel from third-party claims, losses, liabilities, costs, and reasonable expenses arising from:

• Client-provided content, data, designs, trademarks, instructions, or materials
• Allegations that client-provided materials infringe another party's rights
• Client misuse of a deliverable or service
• Unlawful, deceptive, or unauthorized activities directed or conducted by the client
• Client failure to obtain required consents, approvals, licenses, or legal rights
• Material breach of the client's obligations under an applicable agreement

Termination rights for a paid engagement are governed primarily by the applicable written agreement.

Where no more specific agreement applies, Prodgrade may terminate or suspend an engagement for material breach, non-payment, unlawful or abusive conduct, material security concerns, repeated failure to cooperate, or other circumstances that make continued performance commercially or legally unreasonable.

Upon termination, the client remains responsible for fees for work performed, time reserved where contractually committed, non-cancellable third-party costs, approved expenses, and other amounts accrued through the effective termination date.

Unless prohibited by a written confidentiality obligation or project agreement, Prodgrade may identify a client as a customer and may describe non-confidential aspects of completed or publicly released work for portfolio, case study, proposal, award, credential, or marketing purposes.

Prodgrade will not intentionally disclose confidential source code, credentials, proprietary business information, or materials subject to an applicable confidentiality restriction.

Prodgrade will not be responsible for delay or failure caused by circumstances reasonably beyond its control, including natural disasters, severe weather, war, civil disturbance, government action, labor disruption, utility failure, internet or cloud outages, cyber incidents not caused by Prodgrade's willful misconduct, third-party platform failures, public health emergencies, or similar events.

Performance schedules may be reasonably extended for the duration and effect of such circumstances.

Unless a signed written agreement states otherwise, these Terms are governed by the laws of the State of Florida, United States, without regard to conflict-of-law principles.

Before commencing formal proceedings, the parties agree to make a reasonable good-faith effort to resolve a dispute through written notice and direct discussion for at least thirty days, except where immediate injunctive relief, protection of intellectual property, security action, or collection of undisputed overdue amounts is reasonably necessary.

Subject to applicable law and any controlling written agreement, exclusive venue for disputes arising under these Terms will lie in the state or federal courts having jurisdiction in or over Pinellas County, Florida.

Prodgrade may update these Terms periodically to reflect changes in the website, services, business practices, technology, or legal requirements.

The updated version will become effective when posted unless a different effective date is stated. Continued use of the website after an update constitutes acceptance of the revised website Terms to the extent permitted by applicable law.

Changes to an existing signed client agreement require the process specified in that agreement and are not automatically created merely by updating this website page.