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General terms and conditions of use

Learn about the rules governing access to and use of Elephan’s platform and solutions.


These Terms establish the conditions of use, responsibilities, restrictions, data protection requirements, intellectual property rights, commercial terms, and procedures for resolving disputes related to the Elephan Solution.

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DOCUMENT SUMMARY

Rules for Using the Elephan Solution

These Terms apply to access to the contracted platform, together with the applicable commercial proposals, summary sheets, and other documents governing the relationship between the parties.

SCOPE

Website, platform, and solutions

WHO MAY USE IT

Individuals aged 18 or older or duly authorized representatives

LEGAL CONTACT

henrique@gomesaltimari.com.br

DESIGNATED VENUE

Courts of São Paulo, State of São Paulo, Brazil

01. USE OF THE SOLUTION

Access and Terms of Use

Explains who may use the Solution, which authorizations are required, and the limits of the license granted.

02. RESPONSIBILITIES

User Obligations

Sets out the user’s responsibilities regarding credentials, content, data, permissions, and proper use of the platform.

03. DATA AND AI

Data Protection

Defines the roles of controller and processor, security measures, integrations, and the rules applicable to artificial intelligence.

04. CONTRACTUAL RELATIONSHIP

Payment, Term, and Disputes

Outlines commercial terms, intellectual property rights, limitations of liability, termination, and jurisdiction.

Table of contents

  1. Definitions

  1. Introduction

  1. Updates

  1. Conditions for Use

  1. Restrictions on Use

  1. Data Protection

  1. Fees and Term

  1. Intellectual Propertyl

  1. Warranty Disclaimers

  1. Limitation of Liability and Indemnification

  1. General Provisions

  1. Dispute Resolution

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LEGAL DOCUMENT

General Terms and Conditions of Use

These Terms set forth the rules governing access to and use of the Elephan Solution and shall be read together with the applicable commercial conditions, proposals, annexes, and any other applicable documents.

1. Definitions

1.1. The definitions set forth below apply to these Terms, together with any other concepts that may be defined elsewhere in this document.

Terms

Meaning

1.1.1. “User(s)"

Any individual or legal entity that uses or accesses Elephan’s Solution on the basis of a legal relationship established, directly or indirectly, with Elephan, whether on an individual basis or by means of a collective engagement. Where the engagement is entered into by a legal entity, the term shall also encompass its representatives, employees, or third parties authorized by it to use the Solution on its behalf, and the User shall be fully and jointly and severally liable for all acts performed by them in connection with the use of the Solution as if such acts were its own.

1.1.2. “Content”

All information entered into, captured by, or generated within the Solution, including registration data and personal data (whether sensitive or not) of Users or of third parties related to them (such as customers, employees, prospects, or service providers), as well as videos, audio recordings, text messages exchanged through communication applications integrated with the Solution, documents, comments, or statements, whether public or private, including the reports, summaries, insights, and other materials generated from the processing of such data by artificial intelligence.

1.1.3. “Personal Data”

Any information relating to an identified or identifiable natural person, pursuant to Article 5, item I, of Law No. 13,709/2018 (the “LGPD”), including information capable of identifying an individual even if it must be combined with other information, such as name, individual taxpayer registry number (CPF), address, e-mail address, telephone number, among others.

1.1.4. “Elephan”

The company providing the Solution, hosted at https://www.elephan.ai/, which operates a Revenue Intelligence platform designed to support the User’s marketing, sales, Customer Success, and product functions, facilitating customer service, the conduct of negotiations, and the management of business-strategic data. The Solution is operated by ELEPHAN SOLUÇÕES EM TECNOLOGIA S.A., a private legal entity, enrolled with the National Registry of Legal Entities (CNPJ/MF) under No. 55.386.224/0001-75, with its principal place of business at Rua Harmonia, No. 445, Sumarezinho District, ZIP Code 05435-000, São Paulo, State of São Paulo, Brazil.

1.1.5. “Solution”

The Revenue Intelligence platform operated by Elephan, designed to support the User’s operations through the capture, recording, transcription, and analysis of in-person and virtual meetings, calls, and conversations held through instant messaging applications, as well as the recording, interpretation, and processing of such interactions by means of artificial intelligence, with a view to extracting behavioral patterns and generating insights, performance indicators (“scorecards”), sales approach suggestions, and strategic recommendations. The Solution further comprises, without prejudice to any other functionalities that Elephan may make available: (i) an artificial intelligence conversational assistant enabling the User to submit queries regarding the history of interactions recorded in its account; (ii) real-time monitoring and identification of objections during negotiations; (iii) automatic enrichment of registration data of prospective customers (“leads”) from external sources; (iv) predictive analysis of risk, opportunity, and likelihood of conversion in ongoing negotiations; and (v) data integration with third-party systems, including automation platforms and tools, as well as instant messaging, Voice over Internet Protocol (“VoIP”), and videoconferencing services.

1.1.6.“License”

The non-exclusive, non-transferable, and revocable right of use granted by Elephan to the User over the Solution and the functionalities comprised therein, on the terms and within the limits set forth in Clause 4.2 and in the applicable commercial conditions (Executive Summary, commercial proposal, or equivalent instrument), pursuant to Article 9 of Law No. 9,609/98.

2. Introduction

2.1. The Solution and all of its content have been developed, and are controlled and operated, by Elephan, with all rights reserved. The purpose of these General Terms and Conditions of Use is to establish the rules governing the use of the Platform, which offers a Revenue Intelligence technological solution directed at the capture, recording, transcription, analysis, and interpretation of meetings and commercial interactions through the use of artificial intelligence, facilitating customer service, the conduct of negotiations, and the generation of insights, performance indicators, and strategic recommendations for the improvement of the Users’ commercial processes.


  • 2.1.1. The references contained in this Clause are merely descriptive and informative as to the purpose of the Solution and do not constitute, under any circumstances, any promise, warranty, or obligation of result with respect to any increase in sales, conversion, productivity, or any other indicator of the User’s commercial performance.

2.2. By using the Solution, developed exclusively by Elephan, under the License granted pursuant to Clause 4.2, you represent that you are aware of and agree with all the terms of this document, its commercial proposals, and annexes, assuming full responsibility for the acts performed during the use of the application. Should you disagree with any provision of these Terms, use of the Solution must not be commenced or continued.


2.3. Elephan reserves the right to suspend or cancel, at any time, the License and the User’s access to the Solution in the event of suspected fraud, misuse, obtainment of unlawful advantage, or breach of these Terms, or upon determination by a competent judicial, administrative, or regulatory authority, without giving rise to any right to refund, indemnification, or offset of amounts against Elephan.

3. Updates

3.1. These Terms may be amended at any time, and it shall be the User’s responsibility to monitor any updates through the Solution itself or through Elephan’s institutional website, where amendments shall be published and shall take effect immediately upon their disclosure, irrespective of individual notice and without the need for the User’s express acceptance of each update.


3.2. Continued use of the Solution following the publication of updates shall be construed as full acceptance of the new version of these Terms, for all legal purposes.

3.3. Any disagreement by the User with respect to updates to these Terms shall not release the User from performance of the financial and contractual obligations already undertaken under any Private Agreement or Commercial Proposal in force, nor shall it constitute grounds for automatic termination or suspension of payment, and any cancellation shall observe the procedure and time periods set forth in Clause 6.

4. Conditions for Use of the Platform

4.1. In order to use the Solution, the User must be at least eighteen (18) years of age and have full legal capacity. Where use occurs on behalf of a legal entity, the User represents that it holds express authorization from the entity’s legal representative to access the Solution and to accept these Terms. Elephan shall not be liable for the veracity of such representation, and the User shall have the duty to indemnify Elephan and third parties for any damages arising from the falsity thereof or from misuse.


  • 4.1.1. Elephan may, at any time and at its discretion, request documentary evidence of the regularity of the representation set forth in this Clause, and shall be authorized to suspend the User’s access until such evidence is provided, without giving rise to any right to indemnification, offset, or refund.


4.2. Elephan grants the User a limited, non-exclusive, non-transferable, and revocable License to access and use the Solution, in accordance with the rules set forth in these Terms and within the commercial limitations agreed upon.


  • 4.2.1. Any right not expressly granted to the User under these Terms remains reserved to Elephan, and no implied, tacit, or analogical grant of rights or licenses shall be admitted.


4.3. In order to use the functionalities of the Solution, the User may enable the necessary configurations in the systems it uses to serve its customers. Thereafter, the User may use the functionalities in accordance with the criteria established for use of the Solution, which shall send the results and analyses to the e-mail address indicated by the User, who may also monitor them directly within the Solution.


  • 4.3.1. The failure to enable, or the incorrect enabling of, the necessary configurations by the User is its sole responsibility, and Elephan shall not be liable for any unavailability, malfunction, or absence of results and analyses arising from such cause.


4.4. The User is solely responsible for the entry, recording, and making available of Content and information within the Solution, including comments, messages, proposals, or any other material. The User represents that it owns the rights to such Content, or holds valid authorization to produce or use it, assuming full responsibility for its use, including for any infringement of third-party rights, legal rules, or contractual obligations.


  • 4.4.1. Elephan may, at its sole discretion and irrespective of prior notice, remove, restrict access to, or block any Content that, in its judgment, breaches these Terms, third-party rights, or applicable legislation, without giving rise to any right to indemnification in favor of the User.


4.5. The User undertakes to remain available and to provide the information necessary to enable the rendering of any and all services related to the Solution within the stipulated period. Should this not occur, the services may be deemed completed by Elephan, with no obligation to make up unused hours and, where applicable, no obligation to refund the amounts charged.

5. Restrictions on Use of the Solution

5.1. The User undertakes not to engage in any conduct, enter any content, or perform any actions that, at Elephan’s sole discretion, may:

  • 5.1.1. Be unlawful or violate laws and regulations in force at the federal, state, or municipal level;

  • 5.1.2. Infringe third-party rights, including but not limited to privacy, image rights, copyrights, trademarks, patents, trade secrets, or other intellectual property rights;

  • 5.1.3. Attempt to impersonate another individual, company, or entity;

  • 5.1.4. Interfere with, compromise, disable, overload, or in any way 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 source code of the Solution, except within the limits expressly authorized by these Terms or by applicable legislation;

  • 5.1.6. Remove, circumvent, disable, damage, or interfere with security features of the Solution or with mechanisms that limit or restrict the use of the Platform;

  • 5.1.7. Use automated or manual methods to breach security mechanisms or robot exclusion policies (robots.txt), or employ scraping, crawling, or any similar technique for the purpose of collecting data, extracting databases, capturing screens, or accessing restricted areas;

  • 5.1.8. Copy, modify, display, distribute, license, sell, lease, sublicense, transfer, or in any way commercially exploit the Solution, in whole or in part;

  • 5.1.9. Develop or operate products or services competing with Elephan’s Solution, or allow third parties, in particular direct competitors, to access the Solution for such purpose;

  • 5.1.10. Use the Solution to carry out the processing of sensitive data, such as information on racial or ethnic origin, religious belief, political opinion, health, sex life, or biometric data, among others, without a legal basis provided for in the LGPD;

  • 5.1.11. The User undertakes not to use, nor to allow third parties to use, the resources of the Solution to feed, train, fine-tune, or refine artificial intelligence models of its own or of third parties, without Elephan’s express written authorization, under penalty of liability for infringement of intellectual property 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 duties of secrecy, including but not limited to confidentiality clauses, non-disclosure agreements (NDAs), and banking, tax, or communications secrecy;

  • 5.1.13. Submit, transmit, or in any way introduce into the Solution viruses, malware, ransomware, worms, Trojan horses, or any malicious code capable of damaging, disrupting, or compromising the operation of the Solution, of the servers, or of the infrastructure of Elephan or of third parties;

  • 5.1.14. Use the Solution to record, capture, or register communications, meetings, calls, or conversations without observing the legal consent requirements and other requirements applicable to the interception and recording of communications, including the provisions of Article 5, items X and XII, of the Federal Constitution and of the Applicable Legislation;

  • 5.1.15. Use automated means, including other artificial intelligence systems, to interact with the conversational assistant or with the other AI functionalities of the Solution for the purpose of extracting, reproducing, or reconstructing its operating logic, internal instructions, configuration parameters, or architecture, or for purposes of competitive benchmarking, even partially;

  • 5.1.16. Create multiple accounts in order to circumvent usage limits, contractual restrictions, or applicable commercial conditions, or allow access by unauthorized third parties through the sharing of access credentials.


5.2. The breach of any of the conducts prohibited in the Clause above authorizes Elephan to immediately and unilaterally suspend or terminate the User’s access to the Solution, irrespective of prior warning or notice, without prejudice to the adoption of any other appropriate measures, including the determination of civil liability and the claim for indemnification for losses and damages, loss of profits, damage to reputation, and attorneys’ fees arising from the breach.


5.3. The User acknowledges that Elephan is not liable for Content entered 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 as to its accuracy, integrity, and usefulness, and shall be liable for any losses caused to third parties.


  • 5.3.1. Elephan may, for the purpose of defending its interests in administrative, judicial, or arbitral proceedings, preserve and use access records, usage logs, and other metadata relating to the User’s use of the Solution, for the applicable statutory period, irrespective of prior authorization, subject to the limits of the Applicable Legislation.

6. Data Protection

6.1. The Parties represent that they comply with all applicable privacy and data protection legislation, including (whenever and where applicable) the Federal Constitution, the Civil Code, the Brazilian Internet Civil Rights Framework (Law No. 12,965/2014), its implementing decree (Decree No. 8,771/2016), the Brazilian General Data Protection Law (Law No. 13,709/2018, the “LGPD”), and any other sector-specific or general rules on the subject (the “Applicable Legislation”).


6.2. In order to access and use the Solution, the User shall provide certain identification and contact information. During the use of the functionalities of the Solution, additional data may be collected, including sensitive data, depending on the Content generated or entered by the User(s). Such data shall be processed and stored by Elephan throughout the term of the contractual relationship or until deletion is requested, pursuant to the Applicable Legislation.


  • 6.2.1. The collection of sensitive data referred to in this Clause shall be processed by Elephan solely by reason of Content entered, generated, or made available by the User(s) itself within the Solution, and Elephan shall have no obligation to screen, filter, or previously identify the sensitive nature of the data processed, such responsibility remaining entirely with the User(s), pursuant to Clause 6.4.


6.3. In compliance with the Brazilian General Data Protection Law and other applicable rules, the Parties acknowledge that, within the scope of this legal relationship, there may be processing of personal data, including sensitive data, of data subjects related to the User, and that they shall act as processing agents within the limits of their respective functions, the User being the controller and Elephan the processor of the personal data.


6.4. Elephan shall carry out the processing of data for the sole purpose of enabling the availability of the Solution and the exercise of the License granted 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 purpose of the processing; (ii) ensuring the lawful origin of the personal data entered into the Solution; (iii) carrying out the processing of Personal Data of data subjects related to it on the basis of the legal grounds authorized under the LGPD and, where based on consent, using all efforts to ensure that such consent is obtained in a free, informed, specific, and unequivocal manner; (iv) ensuring the accuracy of the information provided; and (v) being liable for any legal violation arising from the improper or irregular use of the data processed under these Terms, as well as for all other actions necessary for compliance with the Applicable Legislation.

  • 6.4.1. The User(s) acknowledge(s) that responsibility for the existence of a valid legal basis for the processing of data of data subjects related to it, including third parties participating in meetings, calls, and conversations recorded through the Solution, is its own, exclusive, and non-transferable, and Elephan shall remain exempt from any liability, whether direct or indirect, arising from the absence, invalidity, or insufficiency of such legal basis, without prejudice to the duty of cooperation set forth in Clause 6.14.1.


6.5. Elephan shall, in the exercise of its functions, adopt appropriate technical, legal, and administrative security measures capable of protecting the personal data under its custody from any form of improper or unlawful processing, such as leakage or undue destruction, based on the minimum standards established by the Applicable Legislation and by the Brazilian National Data Protection Authority (the “ANPD”).


6.6. Elephan’s Solution may be integrated with third-party solutions, such as CRMs, videoconferencing tools, and cloud services, and it shall be the User’s responsibility to carry out the integration in accordance with its own convenience. In this regard, any and all sharing of personal data of data subjects related to the User shall be carried out solely and exclusively at its own account and 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, Elephan being exempt from liability for any irregular processing or incident involving the 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 to ensure the integrity, availability, and confidentiality of the data placed under its custody and responsibility, pursuant to the Applicable Legislation;

  • 6.7.2. Adopt technical and administrative information security measures to prevent the improper and unauthorized use of personal data;

  • 6.7.3. Adopt effective measures capable of evidencing observance of and compliance with personal data protection rules, as well as ensure the periodic review of the measures implemented;

  • 6.7.4. Ensure the quality of the personal data and transparency as to the processing vis-à-vis the data subject, as well as respond to the data subject’s requests when so requested;

  • 6.7.5. Maintain a record of the processing of personal data, duly identifying the respective personal data processed, in particular sensitive personal data, and the type of operation, in addition to information regarding: (i) the necessity of the processing; (ii) the legal basis for the processing; and (iii) the period and procedure for its storage and elimination, or in such other simplified manner as may be regulated by the ANPD;


6.8. During the processing of personal data, Elephan shall be responsible for maintaining a written record of the 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 designating the persons authorized and responsible for the processing;

  • 6.8.2. Adopt technical and organizational security measures ensuring the inviolability, confidentiality, availability, and integrity of the personal data;

  • 6.8.3. Maintain a detailed inventory of access to personal data and of connection and application access logs;

  • 6.8.4. Duly eliminate or anonymize the personal data under its custody whenever: (i) the period justifying its retention has elapsed, never retaining personal data that is unnecessary or irrelevant to the current performance of its obligations; and (ii) so requested by the User, in which case it shall issue the corresponding Disposal Certificate, including after the termination of the legal relationship;

  • 6.8.5. Record the activities involving the international transfer of personal data, indicating the destination country and/or organization, and adopting the safeguards necessary for the transfer to be carried out in accordance with this Agreement and with the Applicable Legislation, as well as with the guidelines established by the competent authority.


6.9. Elephan is prohibited from, without prejudice to any other prohibitions applicable to it, including under the legislation in force:

  • 6.9.1. Carrying out any type of Processing of Personal Data at variance with the instructions given by the User;

  • 6.9.2. Selling, sharing, or assigning, on any grounds, 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 Data and Sensitive Data of data subjects directly related to Elephan, without the User’s prior and express authorization.


6.10. Elephan further represents that it does not share data with third parties for the purpose of training public artificial intelligence models, nor for commercial analysis, marketing, or any purposes unrelated to the performance of this Agreement, and that data processing by external platforms is strictly limited to the interactions necessary for the performance of the License contracted, in particular the automated generation of reports based on the data provided by the User(s).

  • 6.10.1. Elephan warrants that such data is not used for the purposes of training, improving, or feeding public artificial intelligence models, in compliance with the privacy and security policies of the respective artificial intelligence companies in force as of the date of this engagement.

  • 6.10.2. The privacy and security policies of the artificial intelligence sub-processors referred to in this item are the sole responsibility of the respective suppliers, and Elephan shall not be liable for unilateral amendments made thereto, undertaking, however, to use its best efforts to adapt the provision of the License to any supervening changes affecting the warranties described herein.


6.11. Elephan shall maintain an updated and publicly accessible list of the sub-processors and other third parties engaged for the processing of Personal Data within the scope of the availability of the Solution and of the License, including cloud infrastructure and artificial intelligence model providers, made available in a dedicated transparency environment (the “Trust Center”), at the web address to be indicated on Elephan’s institutional website, containing, at a minimum: (i) the identification of the sub-processor; (ii) the country or territory where its servers are located; and (iii) the nature of the processing activities it carries out.


6.12. Any inclusion, replacement, or material change in the list of sub-processors referred to in the preceding item shall be communicated to the User at least thirty (30) days in advance, by means of an update to the Trust Center and notice sent to the registered contact e-mail address, the User being assured the right to submit a reasoned objection, specifically related to a risk to the protection of personal data, within such period.

  • 6.12.1. Upon receipt of the objection within the period set forth in the preceding Clause, the Parties shall use reasonable efforts, in good faith, to resolve the dispute concerning the new sub-processor.

  • 6.12.2. Should the dispute not be resolved, the Parties may terminate the Agreement/Private Agreement without incurring any penalty, given that the User understands and is aware that the sub-processor in question has undergone prior due diligence in accordance with Elephan’s internal policies for the purpose of carrying out the data processing at issue, as well as in view of the impossibility of engaging a sub-processor exclusively for the User, save upon Elephan’s sole and exclusive decision.


6.13. Should Elephan be the addressee of any court order or official communication requiring the provision or disclosure of personal information processed by reason of this Agreement, it shall notify the User, within twenty-four (24) hours, of such occurrence, affording the User the opportunity to adopt, in due time, legal measures to prevent or mitigate the effects arising from the disclosure of the personal data covered by such request.

  • 6.13.1. Whenever necessary and requested by the User, Elephan shall assist the User in responding to requests from the ANPD or from any other competent authority, and to requests made by personal data subjects, providing all requested information as promptly as possible.


6.14. Upon the occurrence of any security incident involving the personal data processed by reason of this contractual relationship (an “Incident”), Elephan shall immediately send notice to the User, which shall contain, at a minimum, the following information: (i) the date and time of the Incident; (ii) the date and time on which the Incident became known; (iii) the list of types of data affected by the Incident; (iv) the number of Users affected (the volume of the Incident) and, if possible, the list of such individuals; (v) the contact details of the Data Protection Officer (Encarregado) or, where there is no Data Protection Officer, of the other person from whom further information on the occurrence may be obtained; and (vi) a description of the possible consequences of the event.


6.15. Upon termination of the contractual relationship, for any reason, it shall be the User’s sole responsibility to export and safeguard, within the period established in Clause 7.8, all personal and business data maintained by it within the Solution. Upon expiry of such period, Elephan undertakes to definitively and permanently delete all personal and business data of the User and of data subjects related to it, irrespective of any further communication, and shall thereafter have no duty of safekeeping, custody, or recovery, nor any liability for losses arising from the failure to retrieve such data in a timely manner, save solely for the cases of mandatory retention imposed by law or by a competent authority.


6.16. Further information on the processing and protection of personal data may be found in Elephan’s Privacy Policy, available on its institutional website, which forms an integral and inseparable part of these Terms, whereby the User agrees to and accepts such terms and provisions together with those of these Terms.

  1. Fees and Term

7.1. The User shall make payment to Elephan in accordance with the commercial conditions agreed upon and formalized in writing between the Parties, by means of the Executive Summary, Commercial Proposal, or equivalent document (the “Private Agreement”), which constitutes an integral and binding part of these Terms of Use, irrespective of any new formalization or separate execution, fully binding the User to the provisions set forth herein and to the commercial conditions established therein, for purposes of the perfect, adequate, and full performance of the subject matter of this instrument.

  • 7.1.1. Upon execution, the User represents, for all legal purposes, that it has had full access to these Terms of Use, and that it has read, understood, and fully accepts their provisions, acknowledging that this document governs the contractual relationship together with the commercial conditions established in the Private Agreement.

  • 7.1.2. In the event of any conflict or inconsistency between the provisions of these Terms of Use and the specific conditions established in the Private Agreement — such as price, payment method, term, plan contracted, scope of functionalities acquired, and other commercial conditions — the provisions of the Private Agreement shall prevail, exclusively as to such specific conditions, and all other general, legal, technical, and operational provisions set forth in these Terms of Use shall remain fully applicable to the extent not expressly and specifically contradicted, and may not be set aside by any extensive or tacit interpretation of the Private Agreement.


7.2. The prices, payment method, billing frequency, scope of functionalities, and other commercial conditions may be amended by Elephan in accordance with the evolution of the Solution, internal policies, or market practices, upon simple notice to the User at least five (5) days in advance, unless otherwise agreed.


7.3. Default in the payment of any contracted amounts shall result in the acceleration and immediate enforceability of the total amount agreed, irrespective of any judicial or extrajudicial warning or notice. The outstanding debt shall be subject to: (i) default interest of one percent (1%) per month, calculated pro rata die; (ii) monetary restatement based on the positive variation of the IPCA (Extended National Consumer Price Index); (iii) a penalty of ten percent (10%); and (iv) reimbursement of collection expenses, court costs, and attorneys’ fees of ten percent (10%), as applicable.

  • 7.3.1. In the event of default exceeding ten (10) days, Elephan may, at its discretion, fully suspend the User’s access to the Solution until the outstanding amounts are settled, without prejudice to the continued running of the contractual term and to the amounts due.


7.4. No refund, discount, offset, or waiver of amounts shall be due to the User, including with respect to installments not yet due, by reason of withdrawal, inactivity, voluntary interruption, or non-use of the Solution, and the contracted amounts shall remain fully enforceable.


7.5. The agreed commercial conditions shall be enforceable in full, irrespective of the frequency, volume, or intensity of use of the Solution, provided that Elephan has made the Solution available on a regular and accessible basis and in accordance with the License contracted.


7.6. All communications relating to billing, invoicing, and default notices may be made by Elephan by electronic means, using the channels informed by the User, such as e-mail or notifications within the Solution itself, and such communications shall be deemed valid for all legal purposes.


7.7. These Terms shall come into force on the date of first access to the Solution or of execution of the commercial proposal and shall remain valid for the term indicated, whichever occurs first. Should neither Party give notice to the contrary at least thirty (30) days prior to expiry, the term shall be automatically renewed for an equal period.


7.8. Should the User wish to cancel the use of the Solution prior to the end of the term, it shall so notify Elephan in writing at least thirty (30) days in advance. The cancellation request shall not give rise to any refund and shall 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 term in force, even if the Solution is not used or a cancellation request is made prior to the end of the term.

  • 7.8.2. In the event of cancellation, for any reason, the User shall be solely responsible for carrying out, within the period set forth in Clause 7.8, the download and retrieval of all of its personal and business data stored within the Solution. Upon expiry of such period, Elephan shall be authorized to definitively delete such data, and shall not be liable for its retention or recovery, or for any loss arising from the User’s failure to retrieve it in a timely manner, except in the cases of mandatory retention by legal or regulatory determination.


7.9. Elephan may terminate this agreement at any time, upon notice, should the User breach any obligation set forth in these Terms or use the Solution improperly or unlawfully.

  1. 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, functionalities, and other content made available within Elephan’s domain and its subpages, are the exclusive property of Elephan, protected by applicable legislation, including but not limited to the Copyright Law, the Industrial Property Law, and the international treaties in force.


8.2. The User is prohibited, in any form or under any pretext, from copying, modifying, reproducing, distributing, transmitting, displaying, commercializing, sublicensing, creating derivative works from, or economically exploiting, in whole or in part, the protected content, code, or elements of the Solution, save upon Elephan’s express written authorization.


8.3. The User is expressly prohibited, directly or indirectly, whether on its own or through third parties, from carrying out or allowing:

  • (i) the reverse engineering, decompilation, disassembly, or any attempt to access the source code or technical structure of the Solution;

  • (ii) the creation, development, licensing, or offering of products or services with functionalities, structure, or operation similar to those made available by Elephan, for competitive purposes;

  • (iii) the use of the Solution, in whole or in part, as a basis for 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 the applicable legal sanctions, including liability for losses and damages, loss of profits, procedural expenses, and attorneys’ fees, without prejudice to the other penalties set forth in these Terms.


8.4. The Content shall be owned by the User, who may access, edit, delete, or use it freely, without any interference by Elephan. Such ownership is conditioned upon the non-infringement of third-party rights and upon compliance with the limits of use set forth in this instrument and in the Applicable Legislation, in particular as to commercial use.


8.5. The User hereby authorizes the use of its trademark, corporate name, logo, and brand imagery by Elephan, on a non-exclusive and cost-free basis, for purposes of institutional publicity and portfolio composition on its official website and promotional materials, any improper association with the company’s image being prohibited. The User may, at any time and upon written request, revoke such authorization, in which case Elephan undertakes to cease such use within a reasonable period, subject to materials already published.


8.6. The User further authorizes Elephan to use any reviews, feedback, and testimonials spontaneously provided regarding the Solution, for purposes of institutional advertising and commercial promotion, without this implying any assignment or transfer of ownership over the content.

9. Warranty Disclaimers

9.1. The Solution is provided by Elephan on an “as is” basis, and may be subject to instabilities, technical failures, temporary unavailability, and interruptions arising from updates, maintenance, integrations with third-party platforms, external factors, or fortuitous events and force majeure. Elephan uses its best efforts to maintain the continuity and quality of the Solution, but does not warrant 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 immediately corrected in the event of bugs, errors, or defects, even where reported by the User.


9.2. Elephan, its shareholders, officers, employees, partners, representatives, affiliates, and licensors shall not be liable for any direct or indirect damages, loss of profits, loss of opportunity, financial losses, loss of data, damage to reputation, or any other damages arising from the unavailability, misuse, unauthorized access to, or failures of the Solution.


9.3. The User releases Elephan and its legal representatives from any liability for claims, disputes, lawsuits, indemnification, or losses arising from acts performed by third parties, as well as from any improper or unlawful use of the Solution by the User or by its own customers, representatives, agents, or team members.

  1. Limitation of Liability and Indemnification

10.1. Elephan shall not be liable, under any circumstances, for any damages, whether direct or indirect, loss of profits, loss of data, moral damages, material damages, or other losses, irrespective of their nature or origin, including but not limited to:

  • 10.1.1. Damages arising from the use of, the 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 that Elephan is ordered to pay or becomes obligated to indemnify any damages related to the Solution, the Parties expressly agree that the maximum amount of such indemnification shall be limited to BRL 1,500.00 (one thousand five hundred reais), irrespective of the nature or number of losses alleged.

  • 10.1.2. Failures, errors, mistakes, inaccuracies, fraud, or omissions relating to the Content entered by the User;

  • 10.1.3. Unauthorized access to or use of the Solution and/or of stored data, including Personal Data and confidential information;

  • 10.1.4. Interruptions, unavailability, technical failures, or stoppages in the Solution, on the website, or in its functionalities, caused by third-party events;

  • 10.1.5. Problems in the devices, operating systems, networks, or software used by the User to access the Solution, including contamination by viruses or malware;

  • 10.1.6. Errors or omissions in any content, information, data, or documents entered 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 shareholders, officers, employees, representatives, affiliates, and licensors from any liability arising from:

  • 10.2.1. Content entered 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. Infringement of third-party rights, including intellectual property, image rights, or privacy;

  • 10.2.5. Breach of any clause of these Terms or of applicable laws.


10.3. The User shall be solely responsible for: (i) maintaining, at its own expense, the minimum infrastructure necessary for the use of the Solution; (ii) ensuring that its devices are updated, protected, and secure; and (iii) protecting its access credentials, which are personal, non-transferable, and confidential.


10.4. Elephan may, at its sole discretion and without prior notice, amend, update, suspend, or remove functionalities of the Solution, as well as incorporate new tools, without giving rise to any right to indemnification, discount, or offset in favor of the User.

  1. General Provisions

11.1. These Terms, the Privacy Policy, the Executive Summary, any commercial proposals, amendments, and other documents incorporated by reference constitute the entire agreement between the Parties, and shall prevail over any prior understandings, whether oral or written.


11.2. Should any provision of these Terms be held invalid, unlawful, or unenforceable, such invalidity shall not affect the remaining clauses, which shall remain valid and fully effective.


11.3. Elephan acknowledges that, by reason of the availability of the Solution and the exercise of the License, it may have access to confidential information of the User, and undertakes to maintain absolute secrecy and confidentiality with respect to such information, pursuant to Article 422 of the Civil Code and Articles 153 and 154 of the Criminal Code, refraining from using it for its own purposes or for the benefit of third parties, for an indefinite period, save upon the User’s express written authorization.


11.4. This instrument constitutes an extrajudicial enforcement instrument (título executivo extrajudicial), pursuant to Article 784, item III and §4, of the Code of Civil Procedure, and may be used to judicially enforce the performance of the obligations set forth herein.


11.5. Any forbearance by either Party with respect to the breach of clauses or conditions set forth in these Terms shall not constitute novation or waiver of rights, and all provisions contained herein shall remain valid.


11.6. The Parties agree, authorize, and acknowledge as valid the electronic signatures applied through platforms recognized in the market, even if not issued through the Brazilian Public Key Infrastructure (ICP-Brasil), as provided for in §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.

  1. Dispute Resolution

12.1. The Parties undertake to use reasonable efforts to resolve, amicably and out of court, any dispute arising from the interpretation or performance of these Terms. To that end, the User shall submit a report of the claim to the e-mail address: henrique@gomesaltimari.com.br, within fifteen (15) days from becoming aware of the triggering event.

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For questions about these Terms or contractual matters, please contact our legal team.

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Better decisions. Bigger revenue.

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© 2026 Elephan.ai. All rights reserved.

Better decisions. Bigger revenue.

English

© 2026 Elephan.ai. All rights reserved.

Better decisions. Bigger revenue.

English

|

© 2026 Elephan.ai. All rights reserved.