1. Definições
1.1. The definitions below apply to these Terms together with any other concepts that may be defined in this document.
1.1.1. “User(s)”: Any individual or legal entity that uses or accesses Elephan’s Solution, based on the legal relationship established, directly or indirectly, with Elephan, whether individually or through a collective subscription. In the case of contracting by a legal entity, the term also includes its representatives, employees, or third parties authorized to use it on its behalf.
1.1.2. “Content”: Any and all information inserted into or generated in the Solution, including registration data and personal data (sensitive or not) of Users or third parties related to them (such as clients, employees, or service providers), as well as videos, audios, documents, comments, or statements, whether public or private.
1.1.3. “Personal Data”: Any information that can identify, or is related to, an individual, even if it must be combined with other information, such as name, CPF, address, e-mail, telephone number, among others.
1.1.4. “Elephan”: Provider company of the Solution hosted at https://www.elephan.ai/, which offers a commercial intelligence solution focused on recording, transcribing, and analyzing meetings, facilitating customer service, negotiations, and the management of strategic business data. The Solution is operated by ELEPHAN SOLUÇÕES EM TECNOLOGIA LTDA, a private legal entity enrolled with CNPJ No. 55.386.224/0001-75, headquartered at Rua Harmonia, No. 445, Sumarezinho, ZIP Code 05435-000, São Paulo/SP, Brazil.
1.1.5. “Solution”: Technology system operated by Elephan that enables the capture of videos, audios, and messages, the recording and interpretation of information, pattern extraction, and generation of analyses, integrating data with sales and marketing automation tools.
1.1.6 . “Services”: Set of features made available by Elephan through the Solution, aimed at supporting commercial negotiations and customer service, including recording, interpretation, reports, storage, and monitoring of the interactions performed.
2. Introduction
2.1. The Solution and all of its content were developed, are controlled, and are operated by Elephan, with all rights reserved. These General Terms and Conditions of Use are intended to establish the rules for using the Platform, which offers a technology solution focused on recording, transcribing, analyzing, and interpreting meetings and commercial interactions, facilitating customer service, conducting negotiations, and generating insights and strategic recommendations to improve Users’ commercial processes.
2.2. By using the Solution, developed exclusively by Elephan, you declare that you are aware of and agree to all terms of this document, its commercial proposals and exhibits, assuming full responsibility for the acts performed while using the application. If you do not agree with any provision of these Terms, use of the Solution must not be started or continued.
2.3. Elephan reserves the right to suspend or terminate, at any time, the User’s access to the Solution in the event of suspected fraud, misuse, obtaining undue advantage, or violation of these Terms, without this giving rise to any right to refund, indemnification, or compensation.
3. Updates
3.1. These Terms may be amended at any time, and it is the User’s responsibility to monitor any updates through the Solution itself or Elephan’s institutional website, where changes will be published and will take effect immediately upon publication.
3.2. Continued use of the Solution after publication of updates will be interpreted as full acceptance of the new version of these Terms for all legal purposes.
4. Conditions for Use of the Platform
4.1. To use the Solution, the User must be at least 18 (eighteen) years old and have full legal capacity. If use occurs on behalf of a legal entity, the User represents that it has the express authorization of the company’s legal representative to access the Solution and accept these Terms. Elephan is not responsible for the truthfulness of such representation, and the User shall indemnify Elephan and third parties for any damages arising from false statements or improper use.
4.2. Elephan grants the User a limited, non-exclusive, non-transferable, and revocable license to access and use the Solution, in accordance with these Terms and within the commercial limitations agreed upon.
4.3 To use the Solution’s features, the User shall enable the necessary extensions in the systems it uses to serve its clients. Thereafter, the User may record and register meetings or messages, according to the criteria defined for use of the Solution, which will send the results and analyses to the e-mail address provided by the User or may be viewed through the Solution.
4.4. It is the User’s sole responsibility to insert, record, and make available Content and information in the Solution, including comments, messages, proposals, or any other material. The User represents that it is the holder of the rights to such Content or has a valid authorization to produce or use it, and assumes full responsibility for its use, including for any violations of third-party rights, legal rules, or contractual obligations.
5. Restrictions on Use of the Solution
5.1. The User undertakes not to engage in any conduct, insert content, or perform actions that, at Elephan’s sole discretion, may:
5.1.1. Be illegal or violate applicable federal, state, or municipal laws and regulations;
5.1.2. Infringe third-party rights, including, without limitation, privacy, image rights, copyrights, trademarks, patents, trade secrets, or other intellectual property rights;
5.1.3. Attempt to impersonate another person, company, or entity;
5.1.4. Interfere with, compromise, disable, overload, or otherwise impair the functionality of the Solution or the servers, systems, and connections used;
5.1.5. Decompile, reverse engineer, disassemble, or attempt to obtain the Solution’s source code, except to the extent expressly permitted by these Terms or applicable law;
5.1.6. Remove, circumvent, disable, damage, or interfere with the Solution’s security features or mechanisms that limit or restrict use of the Platform;
5.1.7. Use automated or manual methods to bypass security mechanisms, robots exclusion policies (robots.txt), or engage in scraping, crawling, or similar techniques to collect data, extract databases, capture screens, or access restricted areas;
5.1.8. Copy, modify, display, distribute, license, sell, rent, sublicense, transfer, or otherwise commercially exploit the Solution’s content or materials, in whole or in part;
5.1.9. Develop or operate products or services that compete with Elephan’s Solution, or allow third parties, especially direct competitors, to access the Solution for that purpose.
5.1.10, Use the Solution to process sensitive data—such as information regarding racial or ethnic origin, religious belief, political opinion, health, sex life, biometrics, among others—without a legal basis under the LGPD.
5.1.11, The User undertakes not to use, nor allow third parties to use, the Solution’s resources to feed, train, fine-tune, adjust, or refine artificial intelligence models of its own or of third parties without Elephan’s express written authorization, under penalty of liability for intellectual property infringement and misuse of the technology.
5.1.12, The User is prohibited from using the Solution for purposes involving the breach of contractual, professional, or legal confidentiality duties, including, without limitation, confidentiality clauses, non-disclosure agreements (NDAs), banking secrecy, tax secrecy, or communications secrecy.
5.2. The User acknowledges that Elephan is not responsible for Content inserted by third parties into the Solution, nor does it endorse, review, or validate such information. Accordingly, the User declares that it fully assumes the risks of using such Content, including its accuracy, completeness, and usefulness, and shall be liable for any losses incurred by third parties.
6. Data Protection
6.1. The Parties declare that they comply with all applicable privacy and data protection legislation, including (always and whenever applicable) the Federal Constitution, the Civil Code, the Brazilian Civil Rights Framework for the Internet (Law No. 12,965/2014), its regulating decree (Decree No. 8,771/2016), the Brazilian General Data Protection Law (Law No. 13,709/2018, “LGPD”), and other sectoral or general rules on the subject (the “Applicable Legislation”).
6.2. To access and use the Solution, the User shall provide certain identification and contact information. During use of the recording, logging, and interpretation services, additional data may be collected, including sensitive data, depending on the content generated or inserted by the User. Such data will be processed and stored by Elephan during the term of the contractual relationship or until deletion is requested, in accordance with the Applicable Legislation.
6.3. In compliance with the LGPD and other applicable rules, the Parties acknowledge that, within the scope of this legal relationship, there may be processing of personal data, including sensitive personal data, of data subjects linked to the User, and that they will act as data processing agents within the limits of their respective roles, with the User as the controller and Elephan as the processor of the personal data.
6.4. Elephan shall process data solely for the purpose of enabling the provision of the Services and making the Solution available to the User, adopting all technical, administrative, and legal measures to ensure compliance with the LGPD. The User shall be solely responsible for: (i) determining the purposes of processing; (ii) ensuring the lawful origin of the personal data inserted into the Solution; (iii) carrying out the processing of Personal Data of data subjects linked to it based on the legal bases authorized under the LGPD and, where based on consent, using best efforts to ensure such consent is obtained freely, informed, specific, and unambiguous; (iv) ensuring the accuracy of the information provided; and (v) being liable for any legal violation arising from misuse or irregular processing of data under these Terms, as well as for all other actions necessary to comply with the Applicable Legislation.
6.5. In performing its role, Elephan shall adopt appropriate technical, legal, and administrative security measures to protect the personal data under its custody against any form of improper or unlawful processing, such as breaches or undue destruction, based on the minimum standards established by the Applicable Legislation and by the Autoridade Nacional de Proteção de Dados (“ANPD”).
6.6. Elephan’s Solution may be integrated with third-party solutions, such as CRMs, videoconferencing tools, and cloud services, and it is the User’s responsibility to perform such integration as it deems convenient. In this context, any and all sharing of personal data of data subjects linked to the User shall be carried out solely at the User’s own risk, and such data shall be processed in accordance with the privacy and data protection rules and guidelines of the respective solution receiving the shared data, with Elephan being exempt from any liability for any irregular processing or incident involving personal data shared with such third-party solutions.
6.7. In carrying out any processing activity, Elephan undertakes to:
6.7.1. Apply appropriate physical, technical, and organizational measures aimed at ensuring the integrity, availability, and confidentiality of the data placed under its custody and responsibility, in accordance with the Applicable Legislation;
6.7.2. Adopt technical and administrative information security measures to prevent misuse and unauthorized access to personal data;
6.7.3. Adopt effective measures capable of demonstrating compliance with personal data protection rules, as well as ensuring periodic review of the measures implemented;
6.7.4. Ensure the quality of personal data and transparency regarding processing in relation to the data subject, as well as addressing requests when asked;
6.7.5. Keep records of personal data processing, with due identification of the personal data processed—especially sensitive personal data—and the type of operation, as well as information regarding: (i) the need for processing; (ii) the legal basis for processing; and (iii) the time and procedure for its storage and deletion, or in another simplified manner that may be regulated by the ANPD;
6.8. During personal data processing, Elephan shall be responsible for maintaining a written record of processing activities and for adopting security standards supported by the best technologies available in the market, and shall:
6.8.1. Restrict access to personal data by defining authorized persons responsible for processing;
6.8.2. Adopt technical and organizational security measures that ensure the inviolability, confidentiality, availability, and integrity of personal data;
6.8.3. Maintain a detailed inventory of access to personal data and connection logs and application access logs;
6.8.4. Duly delete or anonymize personal data under its custody whenever: (i) the period that justifies its retention has elapsed, never retaining personal data unnecessary or irrelevant to the current performance of its obligations; and (ii) requested by the User, in which case it shall issue the respective Disposal Certificate, including after the end of the legal relationship;
6.8.5. Record activities involving international transfers of personal data, indicating the country and/or destination organization, and adopting the necessary safeguards so that the transfer is carried out in accordance with this Instrument and the Applicable Legislation, as well as guidelines defined by the competent authority.
6.9. Elephan is prohibited, without prejudice to others applicable to it, including under applicable law, from:
6.9.1. Carrying out any processing of Personal Data in disagreement with the instructions provided by the User;
6.9.2. Selling, sharing, or assigning, for any consideration, the Personal Data without the User’s prior and express authorization;
6.9.3. Copying, transferring, duplicating, or performing any action aimed at creating a new database containing the Personal and Sensitive Data of data subjects linked directly to Elephan, without the User’s prior and express authorization.
6.10. Elephan further declares that it does not share data with third parties for purposes of training public artificial intelligence models, nor for commercial analysis, marketing, or any purposes not related to performance of this Instrument, and that processing of data by the external platform OpenAI L.L.C., a business corporation headquartered in the State of Delaware, United States of America (“OpenAI”), is strictly limited to the interactions necessary to perform the contracted services, in particular the automated generation of reports based on data provided by the User.
6.10.1. Elephan ensures that such data is not used for purposes of training, improving, or feeding public artificial intelligence models, in compliance with OpenAI’s privacy and security policies in effect on the date of this engagement.
6.11. If Elephan receives any judicial order or official communication requiring the provision or disclosure of personal information processed under this Instrument, Elephan shall notify the User, within 24 (twenty-four) hours, of such occurrence, allowing the User to timely adopt legal measures to prevent or mitigate the effects of the disclosure of personal data related to such request.
6.11.1. Whenever necessary and upon the User’s request, Elephan shall assist the User in responding to requests from the ANPD, or another competent authority, and requests made by personal data subjects, providing all requested information as swiftly as possible.
6.12. In the event of any security incident involving the personal data processed under this contractual relationship (“Incident”), Elephan shall immediately notify the User, and such notice shall contain, at a minimum, the following information: (i) date and time of the Incident; (ii) date and time when Elephan became aware of the Incident; (iii) list of the types of data affected by the Incident; (iv) number of affected Users (Incident volume) and, if possible, the list of such individuals; (v) contact information of the Data Protection Officer or, if none, of another person from whom additional information may be obtained; and (vi) description of the possible consequences of the event.
6.13. In any event of termination, Elephan undertakes to permanently dispose of all personal data of data subjects linked to the User.
6.14. Additional information about the processing and protection of personal data can be found in Elephan’s Privacy Policy on its institutional website, which forms an integral and inseparable part of these Terms. By using the Solution, the User agrees to and accepts the Privacy Policy together with these Terms.
7. Fees and Term
7.1. The User shall pay Elephan in accordance with the commercial conditions agreed upon and formalized in writing between the Parties, by means of the Summary Sheet (Quadro Resumo), Commercial Proposal, or equivalent document, which, regardless of additional formalization, fully binds the User to these Terms of Use and Elephan’s other contractual documents for purposes of full, proper, and complete performance of this Instrument.
7.1.1. By signing, the User declares, for all legal purposes, that it had full access to these Terms of Use, read them, understood them, and fully accepts their provisions, acknowledging that this document governs the contractual relationship together with the established commercial conditions.
7.2. Amounts, payment method, billing frequency, scope of features, and other commercial conditions may be changed by Elephan as the Solution evolves, pursuant to internal policies or market practices, upon simple notice to the User at least 5 (five) days in advance.
7.3. Failure to pay any contracted amounts shall result in acceleration and immediate enforceability of the total agreed amount, regardless of judicial or extrajudicial notice. Any outstanding balance shall be subject to: (i) default interest of 1% (one percent) per month, calculated pro rata die; (ii) monetary adjustment based on the IGP-M or IPCA, whichever is more favorable to Elephan; (iii) a 10% (ten percent) penalty; and (iv) reimbursement of collection expenses, court costs, and attorneys’ fees, as applicable.
7.3.1. In the event of nonpayment exceeding 5 (five) days, Elephan may, at its discretion, suspend access to the Solution in whole or in part until the outstanding amounts are settled, without prejudice to continued counting of the contractual term and the charges due.
7.4. No refund, discount, setoff, compensation, or waiver of amounts shall be due to the User, even as to future installments, due to withdrawal, inactivity, voluntary interruption, or nonuse of the Solution, and all contracted amounts shall remain fully payable.
7.5. The agreed commercial conditions shall be due in full regardless of the frequency, volume, or intensity of use of the Solution, provided that Elephan has made the Solution available regularly, accessibly, and in accordance with the contracted Services.
7.6. All communications related to collection, invoice issuance, and notices of nonpayment may be made electronically by Elephan using the channels informed by the User, such as e-mail or notifications within the Solution, and such communications shall be deemed valid for all legal purposes.
7.7. These Terms shall enter into force on the date of the first access to the Solution or the signature of the commercial proposal and shall remain in effect for the term indicated therein. If neither Party expresses otherwise at least 10 (ten) days before expiration, the term shall be automatically renewed for an equal period.
7.8. If the User wishes to cancel use of the Solution before the end of the term, it must notify Elephan in writing at least 10 (ten) days in advance. The cancellation request does not generate a refund and does not release the User from payment of the agreed amounts.
7.8.1. The contracted amounts shall remain fully due until the end of the then-current term, even if the Solution is not used or there is a cancellation request before the end of the term.
7.9. Elephan may terminate this contract at any time upon notice if the User breaches any obligation under these Terms or uses the Solution improperly or illegally.
8. Intellectual Property
8.1. The User acknowledges that all elements comprising the Solution, including technological resources, tools, media, texts, software, graphics, interfaces, trademarks, logos, layouts, features, and other content made available under Elephan’s domain and its subpages, are the exclusive property of Elephan and are protected by applicable law, including, without limitation, the Copyright Law, the Industrial Property Law, and applicable international treaties.
8.2. The User is prohibited, under any form or pretext, from copying, modifying, reproducing, distributing, transmitting, displaying, commercializing, sublicensing, creating derivative works, or otherwise economically exploiting, in whole or in part, the content, code, or protected elements of the Solution, except with Elephan’s prior express written authorization.
8.3. It is expressly prohibited for the User, directly or indirectly, whether by itself or through third parties, to perform or allow:
(i) Reverse engineering, decompilation, disassembly, or any attempt to access the Solution’s source code or technical structure;
(ii) The creation, development, licensing, or offering of products or services with features, structure, or operation similar to those made available by Elephan, for competitive purposes;
(iii) Use of the Solution, in whole or in part, as a basis or inspiration for any system, tool, software, or service that may compete, directly or indirectly, with Elephan.
8,3,1, Breach of this Clause shall subject the User to applicable legal sanctions, including liability for losses and damages, lost profits, court costs, and attorneys’ fees, without prejudice to the other penalties set forth in these Terms.
8.4. Content shall remain the property of the User, which may access it, edit it, delete it, or otherwise use it freely, without any interference by Elephan. Such ownership is conditioned upon noninfringement of third-party rights and compliance with the usage limits set forth in this Instrument and in the Applicable Legislation, especially regarding commercial use.
8.5. The User hereby authorizes Elephan to use its trademark, trade name, logo, and logomark, on a non-exclusive basis and at no cost, for purposes of institutional disclosure and portfolio composition on Elephan’s official website and promotional materials, and any undue association with the company’s image is prohibited. The User may revoke this authorization at any time upon written request, in which case Elephan shall cease such use within a reasonable timeframe, without prejudice to materials already published.
8.6. The User also authorizes Elephan to use any reviews, feedback, and testimonials voluntarily provided about the Solution for institutional advertising and commercial promotion, without this implying any assignment or transfer of ownership over such content.
9. Warranty Disclaimers
9.1. The Solution is provided by Elephan “as is” and may be subject to instabilities, technical failures, temporary unavailability, and interruptions resulting from updates, maintenance, integrations with third-party platforms, external factors, or force majeure. Elephan uses its best efforts to maintain continuity and quality of the Services, but does not guarantee that the Solution:
9.1.1. Will operate uninterruptedly, free from errors, technical failures, or vulnerabilities;
9.1.2. Will be permanently available, without delays, data loss, or processing failures;
9.1.3. Will be promptly corrected in the event of bugs, errors, or defects, even if reported by the User.
9.2. Elephan, its partners, officers, managers, employees, collaborators, partners, representatives, affiliates, and licensors shall not be liable for any direct or indirect damage, lost profits, loss of opportunity, financial losses, data loss, reputational harm, or any other damages resulting from unavailability, misuse, unauthorized access, or failures in the Solution.
9.3. The User releases Elephan and its legal representatives from any liability for claims, disputes, lawsuits, indemnities, or losses arising from acts performed by third parties, as well as from any improper or illegal use of the Solution by the User or by its clients, representatives, agents, or team members.
10. Limitation of Liability and Indemnification
10.1. Elephan shall not be liable, under any circumstances, for any direct or indirect damages, lost profits, data loss, moral damages, material damages, or other losses, regardless of their nature or origin, including, without limitation:
10.1.1. Damages arising from use of, inability to use, or access to the Solution, even if resulting from breach of contract, warranty, negligence, or any other unlawful act;
10.1.1.1 In the remote event Elephan is found liable or obligated to indemnify for any damages related to the Solution, the Parties expressly agree that the maximum indemnification amount shall be limited to R$ 5.000,00 (five thousand reais), regardless of the nature or number of alleged losses.
10.1.2. Failures, errors, mistakes, inaccuracies, fraud, or omissions related to Content inserted by the User;
10.1.3. Unauthorized access to or use of the Solution and/or stored data, including Personal Data and confidential information;
10.1.4. Interruptions, unavailability, technical failures, or downtime of the Solution, the website, or the services caused by third-party events, internet instability, or force majeure;
10.1.5, Issues with devices, operating systems, networks, or software used by the User to access the Solution, including infection by viruses or malware;
10.1.6. Errors or omissions in any content, information, data, or documents inserted into the Solution, transmitted by e-mail, or made available by any other means;
10.1.7. Failures, unavailability, interruptions, or losses arising from third-party systems and services integrated with the Solution, such as CRMs, calendars, videoconferencing platforms, and cloud services;
10.1.8. Misuse of the Solution by the User’s employees, agents, contractors, partners, or representatives in breach of these Terms.
10.2. The User undertakes to indemnify, defend, and hold harmless Elephan, its partners, officers, employees, representatives, affiliates, and licensors from and against any liability arising from:
10.2.1. Content inserted into the Solution;
10.2.2. Use of the Solution in breach of these Terms;
10.2.3. False, misleading, or unlawful information provided to the Solution and to Elephan;
10.2.4. Violation of third-party rights, including intellectual property, image rights, or privacy;
10.2.5. Breach of any clause of these Terms or applicable laws.
10.3. It is the User’s sole responsibility to: (i) maintain, at its own expense, the minimum infrastructure required to use the Solution; (ii) ensure its devices are up to date, protected, and secure; and (iii) protect its access credentials, which are personal, non-transferable, and confidential.
10.4. Elephan may, at its sole discretion and without prior notice, modify, update, suspend, or remove features of the Solution, as well as incorporate new tools, without this giving rise to any right to indemnification, discount, or compensation to the User.
11. General Provisions
11.1. These Terms, the Privacy Policy, the Summary Sheet (Quadro Resumo), any commercial proposals, amendments, and other documents incorporated by reference constitute the entire agreement between the Parties and supersede any prior understandings, whether oral or written.
11.2. If any provision of these Terms is deemed invalid, illegal, or unenforceable, such invalidity shall not affect the remaining clauses, which shall remain valid and fully effective.
11.3. Elephan acknowledges that, due to the Services, it may have access to the User’s confidential information and undertakes to keep absolute secrecy and confidentiality over such information, pursuant to Article 422 of the Civil Code and Articles 153 and 154 of the Penal Code, refraining from using it for its own or third parties’ purposes for an indefinite term, unless authorized in writing by the User.
11.4. This Instrument constitutes an extrajudicial enforceable instrument, pursuant to Article 784, item III and §4, of the Code of Civil Procedure (CPC), and may be used to judicially demand performance of the obligations set forth herein.
11.5. Any tolerance by either Party regarding breach of any clause or condition set forth in these Terms shall not constitute novation or waiver, and all provisions herein shall remain in full force and effect.
11.6. The Parties agree, authorize, and acknowledge as valid the electronic signatures applied through platforms recognized in the market, even if not issued via ICP-Brasil, pursuant to §2 of Article 10 of Provisional Measure No. 2.200-2/2001, such as D4Sign, DocuSign, or similar, which shall be sufficient to evidence the authenticity, integrity, and legal validity of these Terms.
12. Dispute Resolution
12.1. The Parties undertake to use reasonable efforts to amicably and extrajudicially resolve any controversy arising from the interpretation or performance of these Terms. To that end, the User shall send a description of the matter to the following e-mail address: juridico@elephan.ai, within 15 (fifteen) days of becoming aware of the triggering event.
12.2. If an amicable resolution is not possible, the Courts of the Judicial District of São Paulo, State of São Paulo, are elected as the exclusive venue to resolve any disputes arising from these Terms, with the Parties expressly waiving any other venue, however privileged it may be.