1. Parties & Roles
The Client acts as the data controller. Aguilabs (Liberato Aguilar Business Software LLC) acts as the data processor. Each party is responsible for its respective obligations under applicable data protection law.
2. Subject Matter & Duration
This Agreement governs the processing of personal data carried out on behalf of the Client for the term of the subscription and any wind-down period following termination, during which Aguilabs may continue to process data solely to return or delete it in accordance with Section 10.
3. Nature & Purpose of Processing
The nature and purpose of the processing is hosting, building, and operating the Client's application(s); messaging and related communications; and AI-assisted features made available through the platform. Processing is limited to what is necessary to provide these services.
4. Categories of Data & Data Subjects
The data subjects are the Client's end users and customers. The categories of personal data processed include identifiers, contact details, messages and communications, and transaction records. The Client is responsible for ensuring it has a lawful basis to share such data with Aguilabs for processing.
5. Processor Obligations
Aguilabs will:
- Process personal data only on documented instructions from the Client, including with regard to transfers of personal data to a third country;
- Ensure personnel authorized to process the personal data are subject to confidentiality obligations;
- Implement and maintain appropriate technical and organizational security measures appropriate to the risk.
6. Subprocessors
The Client authorizes the subprocessors listed at aguilabs.com/subprocessors. Aguilabs will give the Client notice of changes to its subprocessors and remains responsible for the performance of each subprocessor with respect to its processing obligations.
7. International Transfers
Personal data may be processed in the United States and Mexico. Data-residency options are available for Enterprise clients to designate specific regions or use their own cloud accounts where supported.
8. Assistance
Aguilabs will provide reasonable assistance to the Client in fulfilling the Client's obligations to respond to data-subject requests and to meet breach and regulatory obligations, taking into account the nature of the processing and the information available to Aguilabs.
9. Breach Notification
Aguilabs will notify the Client without undue delay after becoming aware of a personal data breach affecting the Client's data. The notification will describe the nature of the breach, the likely consequences, and the measures taken or proposed to address it and mitigate its effects.
10. Return & Deletion
On termination of the services, Aguilabs will return or delete the Client's personal data in accordance with the retention windows set out in the Privacy Policy, subject to any legal retention requirements that compel Aguilabs to retain specific records.
11. Liability
Each party's liability under this Agreement is subject to and tied to the limitation of liability set out in the Terms of Service. Nothing in this Agreement limits either party's liability to the extent such limitation is prohibited by applicable law.
12. Governing Law
This Agreement is governed by the laws of the State of Texas, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in El Paso County, Texas, mirroring the Terms of Service.