This is a preliminary translation. The Portuguese version is authoritative. For questions, contact us at juridico@talkover.ai.

This End User License Agreement (“EULA”) is entered into between Talkover Serviços Ltda., a Brazilian business company that owns and supplies the artificial-intelligence-based voice agent platform defined below, hereinafter referred to simply as “Talkover”, and the individual or legal entity that contracts, accesses, configures or uses said platform, hereinafter referred to as the “Customer”. By contracting, accessing, configuring or using the Platform by any means, including through electronic acceptance, account creation, credentialing of an Authorized User, activation of an Agent or placing of calls, the Customer declares, freely, informedly and unequivocally, that it has read in full, understood and agrees with all provisions of this EULA and with the supplementary documents listed in Clause 18, which form an integral part of this instrument for all legal purposes. Should the Customer not agree, fully and unconditionally, with any provision of this EULA, it shall refrain from using the Platform and shall cancel the access granted.

1. Definitions

For the purposes of this EULA, the terms below, used in the singular or the plural, with initial capital letters, have the meaning assigned to them as follows:

Platform: the set of software, interfaces, administrative panels, application programming interfaces (APIs), models, conversation flows, integrations and other components developed, licensed or made available by Talkover, operated under a Software as a Service (SaaS) model, intended for the creation, configuration and operation of automated voice agents, as well as the ancillary features of recording, transcription, routing, integration and interaction analysis.
Customer: the individual or legal entity that enters into this EULA and on whose behalf the Platform is contracted, accessed and operated, being fully liable for the use carried out under its account.
Authorized User: the natural person designated and credentialed by the Customer to access, configure or operate the Platform, acting under the responsibility and instructions of the Customer.
Agent: the logical configuration created by the Customer on the Platform, comprising instructions, scripts, persona, synthetic voice, knowledge bases, decision rules, integrations and operational parameters, which conducts the voice interaction in an automated manner.
Call Participant: the natural person who takes part in a telephone call originated or received through an Agent, either as the called or as the calling party.
Data Subject: the natural person to whom the personal data processed through the Platform relate, pursuant to Law No. 13.709/2018, the Brazilian General Data Protection Law (LGPD).
Balance: the prepaid credit contributed by the Customer and held in its account, intended exclusively for the settlement of consumption of the usage-based charged resources described in Clause 11.

2. Subject matter and license of use

The subject matter of this EULA is the grant, by Talkover to the Customer, of a license to use the Platform, for consideration, in the form and within the limits established herein and in accordance with the plan or commercial proposal contracted.

The license hereby granted is non-exclusive, non-transferable, non-sublicensable, revocable and temporary, in force exclusively during the contractual term and while the Customer's obligations are duly performed, and is intended for the use of the Platform for the purposes proper to the Customer's business activity.

The Platform is made available under a Software as a Service (SaaS) model, running on remote infrastructure maintained by Talkover or by its providers and accessible through a data communication network. Under no circumstances is there any licensing, assignment, sale, delivery, escrow or provision of source code, object code, build artifacts, model weights, installation files or any other element that would allow the Platform to be run in an environment of the Customer's own or of a third party.

No provision of this EULA implies transfer of ownership over the Platform or over any of its components. All rights not expressly granted in this instrument are reserved to Talkover.

3. Technical prohibitions

The Customer, the Authorized Users and any person acting on their account, order or interest are expressly prohibited, directly or indirectly, by themselves or through a third party, from:

carrying out reverse engineering, decompilation, disassembly, deobfuscation or any other procedure intended to obtain, deduce or reconstruct the source code, the internal architecture, the operating logic or the components of the Platform;
creating, producing or exploiting any derivative work, adaptation, translation, copy, replica or modified version of the Platform or of any of its modules, interfaces or components;
using the Platform, its outputs, its documentation, its interfaces or the data extracted from it to develop, train, specify, benchmark or enable a product, service or solution competing with Talkover;
circumventing, disabling, bypassing, defrauding or interfering with access control, authentication, authorization, usage limits, quotas, consumption metering, charging or event logging mechanisms of the Platform;
extracting, copying, reconstructing, replicating or attempting to obtain, by any technique, the artificial intelligence models employed, their system instructions, their internal scripts, their synthetic voices, their parameters, weights, vector representations or proprietary configurations;
performing penetration testing, vulnerability scanning, load testing, stress testing, artificial traffic injection or any security or performance assessment of the Platform or of the infrastructure supporting it, without prior, specific written authorization from Talkover;
reselling, sublicensing, renting, leasing, assigning, lending, redistributing, making available under a sharing or time-sharing arrangement, or otherwise transferring to third parties access to the Platform, in whole or in part, except under a specific instrument executed with Talkover.

Violation of any of the prohibitions of this Clause constitutes a serious breach, subjecting the Customer to immediate suspension of access and to termination of this EULA regardless of any cure period, without prejudice to compensation for losses and damages and to the applicable judicial measures.

4. Accounts, credentials and Authorized Users

Access to the Platform is personal and carried out by means of individual credentials. The Customer is fully responsible for the safekeeping, confidentiality and proper use of the credentials assigned to itself and to its Authorized Users, and the sharing of credentials between different persons is prohibited.

All acts performed on the Platform through the use of the Customer's credentials are presumed to have been performed by the Customer, who is liable for such acts before Talkover and before third parties.

The Customer undertakes to immediately notify Talkover, at the address suporte@talkover.ai, of any loss, misplacement, unauthorized use, suspected compromise or incident involving its credentials, as well as to promptly revoke the access of Authorized Users who have been terminated or who no longer require access.

The Customer is solely and exclusively responsible for the configuration of the Platform under its account, which includes, without limitation: the creation and parameterization of Agents; the drafting of instructions, scripts and personas; the content, accuracy and lawfulness of the knowledge bases; the definition of decision and routing rules; the enabling and parameterization of integrations with its own or third-party systems; and the composition, origin, accuracy and legitimacy of the dialing lists used.

The Customer undertakes to keep its registration and contact data up to date, being liable for the consequences arising from outdated, incomplete or incorrect information, including as regards the receipt of the communications provided for in this EULA.

5. Nature of the service

Talkover is a software platform supplier. Talkover is not a telecommunications carrier, is not a telecommunications service provider and does not hold any grant, concession, permission or authorization for the exploitation of telecommunications services, and does not assume, on any basis, the position of provider of such services before the Customer, before Call Participants or before authorities.

Voice transport and call termination are carried out by duly licensed providers, contracted directly by the Customer or intermediated on a merely instrumental basis, in accordance with the applicable arrangement and with the provisions of the External Telephony Terms of Use.

Should the operation intended by the Customer, the segment in which it operates, the nature of the campaigns conducted or the applicable legislation require a license, grant, authorization, registration, accreditation, professional qualification or any other regulatory requirement, obtaining, maintaining and evidencing such requirements is the exclusive responsibility of the Customer, which declares that it holds all qualifying titles necessary for the exercise of its activity.

Talkover does not provide regulatory, legal, accounting, financial, medical or psychological consulting, and no technical guidance that may be provided shall be construed as professional advice of such natures.

6. Transparency regarding automated service and recording

The Customer undertakes to ensure that the Call Participant is informed, clearly, accessibly and at the beginning of the interaction, that they are communicating with an automated artificial intelligence system and not with a natural person.

The Platform provides a configurable opening message intended to fulfill this duty of information, which is enabled by default. Any deactivation, suppression or alteration of such message constitutes an exclusive and deliberate act of the Customer, performed under its sole responsibility, and the Customer alone is liable for all legal, regulatory, contractual and reputational consequences arising therefrom.

Even if the opening message is deactivated, the Customer's duty to disclose the automated nature of the service remains intact, especially when the Call Participant asks, in any manner, whether they are speaking with a natural person.

The call recording and transcription features are configurable by the Customer. The decision to enable them, the timing and manner of informing the Call Participant, the definition of the legal basis applicable to the processing and the collection and demonstration of consent, where this is the legal basis adopted, are the exclusive responsibility of the Customer, subject to the Recording Consent Terms and to applicable legislation.

Whenever legislation, sector regulation or the nature of the interaction requires human intervention, review or decision, the Customer undertakes to implement and keep operational the respective human review flow, and may not assign to the Agent any decision that the law reserves to a natural person.

7. Acceptable use policy

The Customer undertakes to use the Platform lawfully, ethically and consistently with objective good faith, fully observing the prohibitions of this Clause, which apply to itself, to its Authorized Users and to any third party acting under its account.

7.1. Voices and vocal identity

The Customer is prohibited from:

cloning, replicating, synthesizing or reproducing the voice of an identifiable natural person without specific, demonstrable written authorization from the respective holder, obtained prior to use;
imitating, evoking or reproducing the voice, timbre, manner of speaking, catchphrase or sound signature of a public figure, character, artist, broadcaster, brand or institution, in a manner that suggests a non-existent connection, endorsement, authorship or representation;
presenting a synthetic voice as being the voice of a specific natural person, attributing to the Agent the individualized identity of a real human being.

7.2. Agent identity

It is prohibited to configure an Agent that:

presents itself as a financial institution, card administrator, insurance company, public body, government agency, police, judicial, tax or regulatory authority, emergency or urgent care service, or as any company, entity or professional that the Customer does not legitimately represent;
invokes, suggests or insinuates authority, sovereign power, public prerogative or institutional affiliation that the Customer does not hold;
omits, denies or conceals its automated nature when the Call Participant asks whether they are speaking with a natural person or with an automated system.

7.3. Content and purpose of the interactions

It is prohibited to use the Platform for:

the practice of fraud, embezzlement, misleading inducement, social engineering or any conduct intended to obtain an unlawful advantage;
the improper obtaining of credentials, passwords, tokens, verification codes, two-factor authentication codes, card data, banking data or any access secrets of the Call Participant;
threat, coercion, intimidation, embarrassment, harassment, repeated nuisance or humiliating exposure of the Call Participant;
abusive or humiliating debt collection, or collection carried out in breach of consumer protection legislation and applicable regulation, including as regards the frequency, timing and content of the approaches;
dissemination of disinformation, fake news, electoral manipulation or content intended to mislead the Call Participant as to a relevant fact;
dissemination of discriminatory content, hate speech, incitement to violence or content offensive to dignity on grounds of origin, race, color, ethnicity, sex, sexual orientation, gender identity, age, religion, disability, health condition or any other criterion;
production, solicitation or dissemination of sexually explicit content, sexual exploitation or grooming, as well as any content involving a child or adolescent in a context of risk, exploitation, sexualization or embarrassment;
any unlawful activity, contrary to public order or morality, or intended to enable, conceal or facilitate a third party's unlawful act;
the provision of medical, legal, financial, investment or psychological advice presented as definitive, conclusive, prescriptive or as a substitute for the assessment of a qualified professional.

7.4. Knowledge bases and third-party secrets

The Customer is prohibited from inserting, uploading or maintaining, in the knowledge bases, instructions, scripts or any repositories of the Platform, access credentials, cryptographic keys, tokens, passwords, trade secrets or confidential information of third parties for which it does not hold express authorization of use and disclosure for the intended purpose.

7.5. Escalation to human service

The Customer undertakes to provide for and keep operational, in its Agents, a flow for escalation to human service whenever the interaction reveals a situation of vulnerability, psychological distress, crisis, risk to life, medical or security emergency, as well as whenever the Call Participant expressly requests to speak with a natural person. The Agent must not artificially prolong the interaction in such cases.

8. Outbound calls

The placing of outbound calls, understood as those originated by the Customer through the Platform, is fully subject to the regulations in force applicable to telemarketing campaigns, teleservices and directed communication, and it is incumbent upon the Customer to know them, observe them and evidence such observance.

Without prejudice to other legal and regulatory obligations, the Customer undertakes to observe:

the correct identification of the caller, keeping the origin identification presented to the Call Participant intact, truthful and verifiable;
the call origin authentication mechanisms required by regulation and by voice transport providers;
the use of the non-geographic access codes determined by regulation for the categories of call to which they apply;
the limits on volume, attempts, retries and interval between attempts set by regulation and by industry best practices;
the official and sectoral telemarketing call blocking registries, as well as the requests for objection, deregistration or do-not-disturb expressed by the Call Participant by any means, which must be honored immediately;
the maintenance of its own suppression lists, intact, up to date and auditable, covering the Call Participants who have expressed objection, and their effective application to all campaigns;
the permitted contact hours, refraining from originating calls outside the time ranges allowed by applicable regulation and on prohibited days;
the accuracy of the origin identification presented, which must correspond to a number effectively assigned to the Customer and capable of receiving a return call.

The Customer is expressly prohibited from:

masking, falsifying, omitting, altering or presenting an origin identification that does not legitimately belong to it or that misleads the Call Participant as to the caller;
carrying out mass dispatch of very short duration calls, silent calls, abandoned calls or dialing patterns designed to provoke a call back from the Call Participant;
using contact lists of unproven origin, acquired from third parties without a demonstrable chain of ownership and legal basis, or originating from leaked databases, security incidents, improper scraping or unlawful obtaining;
contacting, through any channel, a Call Participant who has expressed objection to receiving calls or who appears on an applicable blocking registry.

Talkover may establish technical thresholds of volume, cadence, average duration, answer rate and abandonment rate, as well as implement automated controls to protect the infrastructure and the reputation of the voice routes. Should such thresholds be exceeded or should concrete evidence of a violation of this Clause be identified, Talkover may preventively suspend, in whole or in part, the origination of calls from the Customer's account, notifying the Customer of the measure.

9. Personal data protection

In the processing of personal data carried out through the Platform, the Customer acts as controller and Talkover acts as processor, processing the data exclusively in accordance with the lawful and documented instructions of the Customer and within the limits of the contracted purpose. It is the exclusive responsibility of the Customer to define the purposes, the legal bases, the periods and the essential means of the processing, as well as to ensure the lawfulness of the collection and use of the data that it inserts or causes to be processed on the Platform.

The Customer grants Talkover a general authorization for the engagement of sub-processors, by service category, comprising: cloud infrastructure and storage; voice transport, routing and termination; automatic speech recognition and transcription; voice synthesis; natural language processing and model inference; audio processing and enhancement; monitoring, observability and information security; backups and recovery; and transactional communication. Talkover undertakes to contractually bind its sub-processors to duties of security, confidentiality and compliance equivalent to those assumed herein, and is liable before the Customer for the acts of such sub-processors within the scope of the performance of this EULA.

The categories of personal data processed through the Platform comprise, according to the configuration adopted by the Customer: registration and contact data of the Customer and of the Authorized Users; identification and contact data of the Call Participants contained in the lists provided by the Customer; telephone number and call metadata, such as date, time, duration, direction, status and technical identifiers; audio content of the calls, where recording is enabled; transcriptions and summaries generated from the interactions; and data inserted by the Customer into the knowledge bases and integrations.

The Customer is prohibited from processing, through the Platform, sensitive personal data, as defined by the LGPD, and personal data of children and adolescents, except under a specific prior written agreement with Talkover governing the additional technical and legal safeguards applicable. Processing carried out in breach of this prohibition is the exclusive responsibility of the Customer.

The Platform does not have a voice biometrics feature. The Customer is prohibited from using the Platform, its audio, its transcriptions or its outputs to identify, verify, authenticate, classify or infer characteristics of a natural person from vocal traits, as well as to constitute, feed or enrich any biometric identification database.

Talkover may use audio, transcriptions and metadata generated on the Platform for the development, training, evaluation and improvement of its models, features and quality and security mechanisms, subject cumulatively to the following safeguards: (i) prior removal of direct identifiers, through pseudonymization or anonymization techniques appropriate to the purpose; (ii) absolute prohibition on the disclosure, commercial sharing and reproduction of identifiable content to third parties; and (iii) adoption of compatible technical and organizational security measures. The Customer may, at any time, request in writing, at the address dpo@talkover.ai, the exclusion of its account from such purpose, and the request shall take effect within 30 (thirty) days from receipt, without prejudice to the processing already completed until then.

Should a security incident occur that may entail relevant risk or damage to Data Subjects and that involves data processed under the Customer's account, Talkover shall notify the Customer within 24 (twenty-four) hours from becoming aware of the incident, providing the information available to it and cooperating with containment and investigation measures. As controller, it is the exclusive responsibility of the Customer to assess the notification to the Data Subjects and to the Brazilian National Data Protection Authority and to carry it out within the periods and in the manner set out in applicable legislation.

The retention and deletion of personal data processed through the Platform observe the Retention and Disposal Policy, the documented instructions of the Customer and the legal mandatory retention scenarios.

Talkover provides the address dpo@talkover.ai for communications relating to personal data protection and shall provide the Customer, to the extent technically and reasonably possible, with assistance in responding to Data Subject requests and to determinations of the competent authority.

10. Intellectual property

All intellectual and industrial property rights relating to the Platform belong exclusively to Talkover or to its licensors and remain under their full ownership. Such rights include, without limitation, the software, the source code and object code, the algorithms, the architecture, the models and their parameters, the system instructions, the proprietary synthetic voices, the infrastructure, the trademarks, the business names, the logos, the distinctive signs, the workflows, the technical and commercial documentation, the graphical interfaces, the visual elements, the database structures and the other components of the solution.

This EULA does not transfer, assign, alienate, encumber or share, in whole or in part, any intellectual property right of Talkover, being limited to granting the license of use described in Clause 2.

Improvements, corrections, adaptations, suggestions, comments and other contributions that may be submitted by the Customer or by its Authorized Users, when incorporated into the Platform, shall form part of the product and shall remain the exclusive property of Talkover, without giving rise to any remuneration, co-ownership or exploitation right in favor of the Customer.

The data, content, scripts and knowledge bases inserted by the Customer remain its property, and it is incumbent upon the Customer to ensure that it holds the rights necessary for their use on the Platform.

11. Prices, balance and payment

The prices, billing frequency, payment terms and scope of use are those set out in the commercial proposal accepted by the Customer or in the plan contracted by it, which form an integral part of this EULA for all purposes.

Taxes levied on the transaction shall be added to the contracted amounts, pursuant to applicable legislation. A change in the tax burden, the creation, increase, extinction or reduction of taxes, as well as a change of regime, rate or calculation basis that affects the economic and financial balance of the arrangement, authorizes the renegotiation of the amounts, in the exact proportion of the impact verified, upon reasoned notice to the Customer.

The contracted amounts shall be adjusted annually, counted over the period of 12 (twelve) months from the start date of the term, by the accumulated variation of the Extended National Consumer Price Index (IPCA), calculated by the Brazilian Institute of Geography and Statistics (IBGE), or, upon its extinction, by the index that legally replaces it.

Certain Platform resources are charged based on actual consumption, among them: voice transport and termination; automatic speech recognition; voice synthesis; audio processing, enhancement and storage; and the provisioning and maintenance of telephone numbers. The cost of such resources is referenced in foreign currency, as it arises from contracting with international suppliers.

Whenever the accumulated exchange rate variation of the reference currency, calculated since the last pricing applied, exceeds 5% (five percent), Talkover may adjust the prices of the consumption-charged resources, in the exact proportion of the variation verified, upon notice to the Customer 15 (fifteen) days in advance. The adjustment applies exclusively to consumption after the expiry of such period and does not apply retroactively to consumption already carried out. Should a favorable exchange rate variation of equal magnitude occur, the reduction of prices shall be applied in the same proportion and by the same procedure.

The prepaid Balance contributed by the Customer is debited as the usage-based charged resources are consumed, in accordance with the metering carried out by the Platform. The Balance is not convertible into cash, is not redeemable, is not transferable and is not refundable, being intended exclusively for the settlement of such consumption. Insufficient Balance authorizes Talkover to suspend, immediately and regardless of prior notice, the provision of the consumption-charged resources, and the Customer remains liable for the consumption already measured.

Late payment of any amount due subjects the Customer, cumulatively and regardless of notice, to a late payment penalty of 2% (two percent) on the overdue amount, default interest of 1% (one percent) per month, calculated pro rata die, and monetary restatement by the index provided for in this EULA, without prejudice to the other contractual and legal consequences of default.

12. Availability and support

The Platform is made available to the Customer as is and as available, with the features existing at the time of contracting.

This EULA does not establish an availability index, does not establish a maximum unavailability window, does not establish a defect correction deadline and does not establish a delivery deadline for future features. No provision of this instrument, of promotional material, of a sales script, of a commercial presentation or of a technical communication may be construed as a promise of an availability level, as a warranty of uninterrupted or error-free operation, or as a commitment to a resolution deadline.

Technical support is provided pursuant to the Service Level Agreement, which commits exclusively the first response time by severity, and does not cover any commitment to a resolution, restoration or availability deadline.

The discontinuation of a relevant feature that is in effective use by the Customer shall be notified 60 (sixty) days in advance, whenever technically possible, in order to allow the adaptation of the operation.

Regardless of the period referred to in the preceding paragraph, resources, voices, models, integrations or features may be suspended, altered or discontinued immediately where such measure is required by an underlying provider, by a technology supplier, by a voice transport provider, by a competent authority or by a normative, regulatory or applicable use policy change.

Talkover maintains backup routines according to its internal practices, without any warranty of recovery point, restoration time, integrity or completeness of the restored data. The Customer is advised to maintain, under its own responsibility, its own copies of the data it deems essential to its operation, making use of the export features made available.

13. Absence of monitoring and suspension

Talkover does not monitor, does not moderate, does not audit and does not validate the content of the calls, scripts, instructions, personas, knowledge bases, Agent configurations, dialing lists or any materials inserted by the Customer on the Platform.

No provision of this EULA establishes, for Talkover, any duty of prior surveillance, curation, permanent oversight or systematic verification of the content or purpose of the interactions conducted by the Customer, which acts autonomously and under its exclusive responsibility.

Upon becoming aware of concrete and credible evidence of unlawful, fraudulent, abusive use or use in violation of this EULA, whether through a communication from a Call Participant, a third party, an authority or an underlying provider, or through a technical signal from its own infrastructure, Talkover may immediately suspend, in whole or in part, access to the Platform and the origination of calls, notifying the Customer of the measure and its grounds. The exercise of this prerogative does not characterize, in any respect, the assumption of a duty of monitoring, moderation or curation, nor does it create for Talkover any obligation to act preventively in future situations.

Talkover may likewise suspend access to the Platform in the event of default of any monetary obligation, upon notice to the Customer.

The suspension of access, in any of the scenarios of this Clause, does not release the Customer from payment of the amounts due for the contracted period, nor does it give rise to any right of abatement, set-off, credit, discount or indemnification of any nature.

14. Liability and indemnification

The total and aggregate liability of Talkover towards the Customer, on any cause, ground or nature, contractual or non-contractual, relating to this EULA or to the use of the Platform, is limited to the amount effectively paid by the Customer to Talkover in the 6 (six) months preceding the event giving rise to the liability.

The following are expressly excluded from Talkover's duty to indemnify, under any circumstances: loss of profits; loss of revenue, clientele, contracts, business or commercial opportunity; loss, corruption or unavailability of data; indirect, incidental or consequential damages; fines, sanctions and penalties owed by the Customer to third parties or to authorities; reputational or image damages; and the cost of acquiring a substitute solution, of emergency contracting or of re-running campaigns.

The limitations and exclusions provided for in this Clause do not apply to cases of willful misconduct, fraud and breach of the duty of confidentiality, and observe the mandatory limits of consumer protection legislation where such legislation applies to the relationship.

The Customer undertakes to defend, indemnify and hold Talkover, its subsidiaries, parent companies and affiliates, its officers, employees and agents harmless from any and all claims, notifications, assessments, demands, administrative or judicial proceedings, convictions, fines, costs or expenses, including reasonable attorneys' fees, arising from:

use of the Platform in breach of this EULA, of the commercial proposal or of applicable legislation;
violation, by itself or by its Authorized Users, of Clauses 7 and 8 of this EULA;
processing of personal data without an adequate legal basis, without informing the Data Subject or in non-compliance with the LGPD and other applicable rules;
content, instructions, scripts, personas, knowledge bases and decisions implemented in its Agents, as well as the consequences of the interactions conducted by them;
failure to comply with regulatory, sectoral, professional or licensing obligations proper to its activity.

Neither party is liable for the non-performance of an obligation resulting from an act of God or force majeure, pursuant to article 393 of the Brazilian Civil Code, including failures of third parties essential to the provision, such as voice transport providers, cloud infrastructure providers and artificial intelligence model suppliers.

15. Confidentiality

The parties mutually undertake to keep in absolute confidence all technical, commercial, operational, financial, strategic and business information to which they have access by reason of this EULA, applying to its safekeeping at least the same degree of diligence devoted to their own confidential information and never less than a reasonable degree of diligence.

Confidential information may only be disclosed to officers, employees, agents and advisors who need to know it for the performance of this EULA, who must be bound by an equivalent duty of confidentiality, and the disclosing party is liable for the acts of such persons.

Information is not considered confidential where it: was already in the public domain at the time of disclosure; becomes public without fault of the receiving party; was already legitimately in the possession of the receiving party, as demonstrably evidenced, prior to the disclosure; or is independently developed, without use of the other party's confidential information.

Disclosure required by law, by court order or by determination of a competent authority does not constitute a breach of this duty, provided that the requested party gives prior notice to the other party, where legally permitted, and limits the disclosure to what is strictly required.

The duty of confidentiality remains in force throughout the entire term of this EULA and for 5 (five) years after its termination, for any reason.

16. Term, termination and transition

This EULA is in force for the period established in the commercial proposal or in the contracted plan, automatically renewing for equal and successive periods, unless terminated by either party, formalized in writing 30 (thirty) days in advance of the end of the current period.

Talkover may terminate this EULA immediately, regardless of any cure period and without prejudice to compensation for losses and damages, in the following cases:

violation of any provision of Clauses 3, 7, 8 or 9;
default of a monetary obligation not cured within 30 (thirty) days from the notice;
commission, by the Customer or by its Authorized Users, of an unlawful act through the Platform or against the Platform.

With a view to the continuity of the Customer's operation, Talkover may transfer the provision that is the subject matter of this EULA to a technically capable third party, upon prior notice to the Customer, with the maintenance of the contracted conditions and of the level of data protection assured. In such case, the Customer is entitled to terminate this EULA without any charge, penalty or fine, extracting its data in the manner set out below.

The Customer may export its data in an open and structured format, machine-readable, at any time during the term and for a period of 30 (thirty) days from the termination of this EULA, for any reason. After such period, the data shall be deleted or anonymized, except for the mandatory retention scenarios provided for by law and the provisions of the Retention and Disposal Policy.

The termination of this EULA does not prejudice the rights of access, correction, portability, deletion and other rights assured to Data Subjects by data protection legislation, the fulfillment of which shall observe the controller and processor responsibilities defined in Clause 9.

The provisions relating to intellectual property, confidentiality, personal data protection, limitation of liability, indemnification, jurisdiction and applicable law survive the termination of this EULA by their nature, as do the monetary obligations already constituted.

17. General provisions

Talkover may amend this EULA upon notice to the Customer 30 (thirty) days in advance of the entry into force of the new wording, by registered email, by notice on the Platform or by other reliable means. The amendment shall take immediate effect where it arises from a legal requirement, a regulatory requirement, a determination of a competent authority or an imposition of an underlying provider or supplier essential to the provision. In any event, the Customer is entitled to terminate this EULA, without charge, penalty or fine, before the entry into force of the new wording, with the amounts relating to the use already carried out remaining due.

The Customer is prohibited from assigning or transferring, in whole or in part, this EULA and the rights and obligations arising from it, on any basis, without the prior written consent of Talkover.

Forbearance by either party as regards the other party's non-performance of an obligation constitutes mere liberality, and does not imply novation, waiver, debt forgiveness, contractual amendment or an invocable precedent.

Any declaration of nullity, invalidity or ineffectiveness of any provision of this EULA shall not affect the remaining provisions, which shall remain in full force, and the parties undertake to replace the affected provision with another of equivalent economic and legal effect.

The parties acknowledge the validity, effectiveness and binding force of the electronic acceptance of this EULA and of the communications exchanged by electronic means, pursuant to article 10, paragraph 2, of Provisional Measure No. 2.200-2, of August 24, 2001, even where a certificate issued under the ICP-Brasil framework is not used.

This EULA is governed by and construed exclusively in accordance with Brazilian law. The courts of the Judicial District of São José dos Campos, State of São Paulo, are elected to settle any disputes arising from this instrument, with express waiver of any other, however privileged it may be.

18. Order of precedence and supplementary documents

In the event of conflict, contradiction, divergence or omission between the documents governing the relationship between the parties, the following shall prevail, in this exact order: (i) this EULA; (ii) the Terms of Use; (iii) the Service Level Agreement; and (iv) the other applicable policies and terms. The accepted commercial proposal prevails exclusively as regards prices, periods, volumes and scope of contracting.

The following documents form an integral part of this EULA for all legal purposes, and the Customer declares that it has read them and agrees with their content:

The Retention and Disposal Policy and the Recording Consent Terms are made available to the Customer upon request at the address juridico@talkover.ai, as well as in the applicable contractual environment.

Questions about this EULA may be sent to juridico@talkover.ai. Operational and support matters should be directed to suporte@talkover.ai and matters relating to personal data to dpo@talkover.ai.

End User License Agreement (EULA)