1. Acceptance of Terms

By accessing or using the Avilla Innovations Portal (the “Portal”), the AI Email Agent subscription service (the “AI Email Agent Service”), or any other product, service, website, or application made available by Avilla Innovations LLC (“Avilla Innovations,” “we,” “us,” or “our”) (collectively, the “Services”), you agree to comply with and be bound by these Terms of Service (“Terms”). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its personnel to these Terms, and “you” and “your” refer to that entity. If you do not agree to these Terms, you must not access or use the Services.

2. Definitions

• Services: The Portal, the AI Email Agent Service, and any related subscriptions, websites, dashboards, tools, features, and support provided by Avilla Innovations.
• Portal: The online platform provided by Avilla Innovations that allows clients to manage the schedules and executions of automated business processes, upload and download files, and submit support tickets.
• AI Email Agent Service: The artificial-intelligence–powered email management service through which an automated agent reviews, classifies, replies to, forwards, moves, organizes, and otherwise acts upon email messages in connected Email Accounts based on the Configurations established by you or on your behalf.
• AI Email Agent or “Agent”: The automated software functionality that uses artificial intelligence and machine learning (including third-party AI models) to process Email Content and perform Email Actions.
• Email Account: Any email mailbox or account that you connect, or authorize to be connected, to the Services.
• Email Content: All content within a connected Email Account that the Services access, process, or act upon, including message headers, subject lines, sender and recipient information, body text, attachments, contacts, and related metadata.
• Email Action: Any review, read, classification, move, label, reply, forward, or other action performed by the Agent, as metered and described on the applicable plan and pricing page.
• Configurations or Guidelines: The rules, instructions, prompts, filters, preferences, and settings that you or an Authorized User provide to direct the behavior of the Agent.
• Output: Any draft, reply, summary, classification, recommendation, label, or other result generated by the Agent.
• Subscription: The plan you select (including Pay-As-You-Go, Starter, Growth, Pro, Enterprise, or any successor plan) governing your access to and use of the Services and the applicable fees.
• User or you: Any individual or entity accessing the Services.
• Authorized User: Any employee, contractor, or other individual whom you permit to access or use the Services, or whose Email Account is connected to the Services under your Subscription.
• Third-Party Platform: Any third-party service you connect to or use with the Services, including email providers (such as Google/Gmail and Microsoft/Outlook), identity providers, and other integrations.
• Subprocessor: Any third party engaged by Avilla Innovations to help provide the Services, including providers that connect to and access email accounts on our behalf, providers of artificial-intelligence or machine-learning models, hosting, and infrastructure.
• Content: All data, information, text, graphics, or other materials uploaded, downloaded, or appearing on the Services.

3. Services Provided

The Services allow you to:

• Manage the schedules and executions of your automated business processes;
• Upload and download files;
• Submit support tickets for assistance; and
• Use the AI Email Agent Service, through which the Agent may automatically review incoming and existing email and reply to, forward, move, label, or otherwise organize messages in connected Email Accounts according to the Configurations you provide.

Avilla Innovations may add, modify, suspend, or discontinue any feature or component of the Services at any time. The Services are provided for business use.

4. AI Email Agent Service

The AI Email Agent Service is an automated tool. Once you connect an Email Account and enable the Agent, the Agent acts automatically and continuously based on your Configurations and on artificial-intelligence models, without requiring your review or approval of individual actions unless you configure it to do so. You understand and agree that the Agent may send replies, forward messages, move or relocate messages, apply or remove labels, and otherwise act on email on your behalf and in your name. The Services are intended to assist with, not replace, your own judgment and oversight of your email.

5. Account Connection and Authorization to Access Email

By connecting an Email Account to the Services, or by directing or permitting an Authorized User to do so, you authorize Avilla Innovations and its Subprocessors to access, store, process, and act upon the Email Content in that Email Account as necessary to provide the Services, including performing Email Actions on your behalf. You represent and warrant that:

• you own or have full authority and control over each connected Email Account, or have obtained all rights, authorizations, and consents necessary to connect it and to permit the access, processing, and Email Actions described in these Terms;
• you have the authority to bind your organization and each Authorized User to these Terms;
• you have provided all notices and obtained all consents required under applicable law from your Authorized Users and from the individuals who send email to, or receive email from, the connected Email Accounts; and
• your connection and use of the Email Accounts, and the Agent’s performance of Email Actions, will not violate any law, regulation, contract, or third-party right.

You are responsible for all activity that occurs under your Subscription and for the acts and omissions of your Authorized Users. You may disconnect an Email Account or disable the Agent at any time through the Services.

6. Your Configurations and Your Duty of Oversight

You are solely responsible for the Configurations and Guidelines you provide and for reviewing, testing, and monitoring the Agent’s behavior on an ongoing basis. Because the Agent acts automatically and is driven by probabilistic AI models, it may take actions — including sending replies, forwarding messages, moving or hiding messages, applying labels, or not acting on a message — that you did not specifically intend or anticipate. You are responsible for establishing appropriate review procedures and human oversight suited to the sensitivity of your email, for verifying any Output before relying on it, and for promptly reviewing the Agent’s actions. You should not use the AI Email Agent Service as the sole means of handling email where an error, omission, or delay could cause harm.

7. User Responsibilities

• Account Information: Users must provide accurate, current, and complete information when creating an account.
• Security: Users are responsible for maintaining the confidentiality of their account credentials and are fully responsible for all activities that occur under their account.
• Compliance: Users agree to use the Services only for lawful purposes and in accordance with these Terms.

8. Acceptable Use

You agree not to use, and not to permit any Authorized User to use, the Services to:

• send unsolicited bulk or commercial email, spam, or any message that violates the CAN-SPAM Act or other anti-spam, telemarketing, or electronic-communications laws;
• send or process any unlawful, fraudulent, deceptive, harassing, defamatory, threatening, obscene, or infringing content;
• engage in phishing, spoofing, social engineering, or any attempt to obtain credentials or sensitive information by deception;
• transmit malware, viruses, or other harmful code, or interfere with or disrupt the Services or any network or system;
• violate the terms, policies, or usage limits of any Third-Party Platform (including Google and Microsoft);
• process the personal data of any individual without a lawful basis and all required notices and consents;
• transmit, process, or store protected health information (“PHI”) as defined under the Health Insurance Portability and Accountability Act (“HIPAA”), or other specially regulated categories of data (such as data subject to PCI-DSS cardholder requirements, or government-classified information), as the Services are not designed or intended for such data, and Avilla Innovations does not act as a HIPAA Business Associate and makes no representation that the Services are suitable for such data;
• use the Services for any high-risk purpose where an error or delay could result in death, personal injury, or severe physical, financial, environmental, or property damage;
• reverse engineer, decompile, scrape, or attempt to derive the source code, models, or underlying technology of the Services, or use the Services to build a competing product; or
• resell, sublicense, or provide the Services to third parties except as expressly permitted by your Subscription.

Avilla Innovations may investigate suspected violations and may suspend or terminate access for conduct it believes violates this section or these Terms. You are solely responsible for any PHI or other regulated data you transmit through the Services in breach of this section, and you assume all resulting liability.

9. Artificial Intelligence; No Warranty of Accuracy; Assumption of Risk

You acknowledge and agree that:

• the Agent uses artificial intelligence and machine learning, which are inherently probabilistic and may produce Output or take Email Actions that are inaccurate, incomplete, mistaken, biased, outdated, offensive, or otherwise inappropriate;
• the Agent may misclassify, misroute, incorrectly reply to or forward, fail to act on, delay, delete, or hide email messages, including important, urgent, time-sensitive, confidential, privileged, or sensitive communications;
• the Services are an automated tool and do not constitute and are not a substitute for professional, legal, financial, medical, tax, or other advice or for human judgment; and
• you assume all risks associated with your use of the Services and the Agent’s actions, and you are solely responsible for all consequences of any Email Action, including any message that is sent, forwarded, moved, deleted, missed, delayed, or disclosed by the Agent.

Avilla Innovations does not guarantee that the Services will identify, prioritize, or surface any particular message, or that any Output or Email Action will be correct, complete, timely, or appropriate. You are responsible for independently verifying any information and for any reliance you place on the Services.

10. Data Handling

Uploads and Downloads: Users can upload and download files through the Portal. Users are responsible for ensuring that their files are free from viruses or other harmful components.

Data Integrity: Avilla Innovations will take reasonable measures to protect the integrity and confidentiality of the data uploaded to the Portal and the Email Content processed through the AI Email Agent Service. Avilla Innovations’ processing of personal data on your behalf is further governed by the Data Processing Addendum attached as Schedule A.

11. Data Processing; Roles of the Parties

To the extent Avilla Innovations processes personal data contained in your Content or Email Content on your behalf in connection with the Services, it does so as your “processor” / “service provider” and you act as the “controller” / “business,” as those terms are used under applicable data protection laws. This processing is governed by the Data Processing Addendum (Schedule A), which is incorporated into and forms part of these Terms. Your acceptance of these Terms constitutes your acceptance of Schedule A. A separately countersigned copy of Schedule A is available to business customers on request by emailing support@avillainnovations.com.

12. Support Tickets

Users can submit support tickets through the Services for assistance with any issues or questions. Avilla Innovations aims to respond to support tickets within a reasonable time frame.

13. Third-Party Platforms and Services

The Services connect to and rely on Third-Party Platforms and Subprocessors, including email providers such as Google and Microsoft and providers of artificial-intelligence models, hosting, and infrastructure. Your use of any Third-Party Platform is governed by that third party’s own terms and policies, and you are responsible for complying with them and for maintaining any accounts and authorizations they require. Avilla Innovations does not control Third-Party Platforms and is not responsible or liable for their availability, performance, acts, omissions, changes, suspensions, or discontinuation, or for any loss or damage arising from them. A Third-Party Platform may change, limit, suspend, or terminate access to its services or APIs at any time, which may interrupt, degrade, or disable some or all of the Services, and Avilla Innovations will not be liable for any resulting impact.

14. Fees, Email Actions, Billing, and Overages

• Subscriptions and metering. Fees, included Email Action allowances, per-action rates, and overage rates are set out on the applicable plan and pricing page, which is incorporated into these Terms. Email Actions are consumed and counted as described on that page, and you authorize Avilla Innovations to meter and charge for them accordingly. Avilla Innovations’ records of Email Action usage are presumed accurate absent manifest error.
• How Email Actions are consumed. The Agent performs two kinds of actions: a “Review Action” (the Agent reading and interpreting an email) and “Task Actions” (such as moving, replying to, or forwarding an email). Email Actions are consumed as follows: a Review Action with no Task Action, or a Review Action together with one Task Action, counts as one (1) Email Action; each additional Task Action performed on the same email counts as one (1) additional Email Action. By way of example: a Review with no Task = 1 Email Action; a Review with 1 Task = 1 Email Action; a Review with 2 Tasks = 2 Email Actions; a Review with 3 Tasks = 3 Email Actions; and so on. The action types, consumption rules, plan allowances, and rates currently in effect are set out on the applicable plan and pricing page, which is incorporated into these Terms and which controls in the event it is updated in accordance with the “Price changes” provision below.
• Per-account fees. An additional recurring fee applies for each Email Account connected to the Services, as stated on the pricing page.
• If your usage exceeds the Email Actions included in your plan during a billing period, you will be charged for the additional Email Actions at the applicable overage rate, and you authorize those charges.
• Subscription term and monthly billing. Subscriptions are offered on a monthly basis. Unless otherwise stated on the pricing page, the recurring monthly fee for your selected plan (for example, Pay-As-You-Go, Starter, Growth, Pro, or Enterprise) is billed in advance at the beginning of each monthly billing period, and your Subscription automatically renews for successive monthly billing periods until cancelled in accordance with these Terms. Usage-based charges — including Email Actions on the Pay-As-You-Go plan, overages, and the per-Email-Account fee — are calculated based on your usage during each billing period and billed for that period.
• Authorization to charge. You authorize Avilla Innovations and its third-party payment processor to automatically charge your designated payment method, on a recurring monthly basis, for the monthly subscription fee for your selected plan and for all applicable usage charges, overages, per-account fees, and taxes, until your Subscription is cancelled and all amounts are paid.
• Fees are exclusive of taxes, and you are responsible for all applicable sales, use, and similar taxes, excluding taxes based on Avilla Innovations’ net income.
• No refunds. Except where required by law, all fees are non-refundable, and fees for Email Actions already consumed, per-account fees, and amounts for the current billing period are non-refundable upon cancellation, suspension, or termination.
• Late and failed payments. If a payment fails or an amount is past due, Avilla Innovations may suspend or terminate the Services, disable the Agent, and/or charge interest and reasonable collection costs to the extent permitted by law.
• Price changes. Avilla Innovations may change its fees, plans, allowances, and rates upon notice (which may be provided by posting to the pricing page or the Services). Changes take effect at the start of your next billing period, and your continued use of the Services constitutes acceptance of the changes.
• Application of higher-tier plan pricing based on usage. Each subscription plan is associated with an included monthly Email Action volume — Starter: 5,000; Growth: 15,000; Pro: 30,000; Enterprise: 50,000 (as set out on the pricing page). This provision is triggered only when your Email Action usage during a billing period reaches the included Email Action volume of a plan higher than your selected plan — not when you merely exceed the allowance of your own plan. Usage that exceeds your plan’s allowance but does not reach the next higher plan’s volume is billed at your current plan’s rates, including any applicable overage. When your usage reaches the included Email Action volume of one or more higher-tier plans, Avilla Innovations may, at its sole discretion and at any time, apply the fees and rates of the highest-tier plan whose included Email Action volume your usage has reached to your account for that billing period and/or for subsequent billing periods, in place of your selected plan’s pricing. Any amounts already billed or paid for that period will be credited against the recalculated amount, the adjustment will be reflected on your invoice, and you authorize Avilla Innovations and its payment processor to charge your payment method accordingly. This provision operates only to move your account to a higher-tier plan’s pricing and never to a lower-tier plan, and applies notwithstanding the “Changes to fees and rates” provision above. Avilla Innovations may choose whether and when to apply this adjustment, and its decision not to apply it in one period does not waive its right to apply it in another.

15. Intellectual Property and License

• Avilla Innovations’ property. As between the parties, Avilla Innovations and its licensors own all right, title, and interest in and to the Services, the Agent, the underlying software, models, and technology, and all related intellectual property. Subject to these Terms, Avilla Innovations grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during your Subscription for your internal business purposes.
• Your Content. As between the parties, you retain ownership of your Configurations, Email Content, and other Content you provide. You grant Avilla Innovations and its Subprocessors a worldwide, non-exclusive license to host, store, process, transmit, display, and otherwise use your Content and Email Content solely as necessary to provide, maintain, secure, and support the Services and as otherwise described in the Privacy Policy and Schedule A.
• If you provide suggestions or feedback about the Services, you grant Avilla Innovations a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.

16. Confidentiality

Each party may have access to the other’s non-public information. Each party agrees to protect the other’s confidential information using at least reasonable care, to use it only as needed to perform under these Terms, and not to disclose it except to personnel and Subprocessors with a need to know who are bound by confidentiality obligations, or as required by law.

17. Changes to Terms

Avilla Innovations reserves the right to modify these Terms at any time. Where changes are material, we will take reasonable steps to notify you, such as by posting to the Services or by email. Users are encouraged to review the Terms periodically. Continued use of the Services after changes become effective constitutes acceptance of the modified Terms.

18. Indemnification

You agree to defend, indemnify, and hold harmless Avilla Innovations LLC and its members, managers, officers, employees, contractors, agents, affiliates, successors, and assigns (collectively, the “Avilla Parties”) from and against any and all claims, demands, actions, investigations, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• your or your Authorized Users’ access to or use of the Services;
• any Email Account you connect and any Email Content or Email Action processed or performed through the Services, including any message that is sent, forwarded, moved, deleted, missed, delayed, disclosed, or acted upon by the Agent;
• your Configurations or Guidelines;
• your breach or alleged breach of these Terms or of any law or third-party right, including any privacy, data-protection, intellectual-property, or anti-spam law (including the CAN-SPAM Act) or the terms of any Third-Party Platform;
• your representations regarding your authority over connected Email Accounts, or your failure to obtain any required consent or provide any required notice to Authorized Users or email correspondents;
• any PHI or other regulated data you transmit, process, or store through the Services in breach of these Terms; and
• any dispute between you and any Authorized User or third party.

Avilla Innovations may, at its option, assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with that defense. This section survives termination of these Terms.

19. Disclaimer of Warranties

THE SERVICES, THE AGENT, AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AVILLA INNOVATIONS AND ITS SUPPLIERS AND SUBPROCESSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. AVILLA INNOVATIONS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT ANY OUTPUT OR EMAIL ACTION WILL BE ACCURATE, COMPLETE, OR RELIABLE; THAT ANY MESSAGE WILL BE REVIEWED, PRIORITIZED, OR SURFACED; OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AVILLA INNOVATIONS OR THROUGH THE SERVICES, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• IN NO EVENT WILL AVILLA INNOVATIONS OR THE AVILLA PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, OR FOR ANY EMAIL THAT IS SENT, FORWARDED, MOVED, DELETED, MISSED, DELAYED, OR DISCLOSED BY THE AGENT, OR ANY BUSINESS, REPUTATIONAL, OR FINANCIAL CONSEQUENCE ARISING THEREFROM, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, WHETHER OR NOT FORESEEABLE, AND EVEN IF AVILLA INNOVATIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES RESULTING FROM:
• your access to or use of, or inability to access or use, the Services;
• any Output or Email Action, or any error, omission, delay, or inaccuracy of the Agent;
• any unauthorized access to or use of our servers or any information stored therein; and
• any Third-Party Platform or Subprocessor.
• THE TOTAL AGGREGATE LIABILITY OF AVILLA INNOVATIONS AND THE AVILLA PARTIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO AVILLA INNOVATIONS FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND SURVIVE TERMINATION OF THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

21. Service Availability

Avilla Innovations does not guarantee any particular level of availability, uptime, or processing speed, and the Services may be unavailable, delayed, or interrupted due to maintenance, updates, technical issues, Third-Party Platform outages, or events beyond our control. Email and Email Actions may not be processed in real time. You are responsible for maintaining alternative means of monitoring critical communications.

22. Termination

Avilla Innovations reserves the right to suspend or terminate your access to the Services at any time, without notice, for conduct that Avilla Innovations believes violates these Terms or is harmful to other users of the Services, Avilla Innovations, or third parties, or for any other reason.

23. Cancellation

You may cancel your Subscription at any time through the Services or by contacting us. Cancellation will be effective at the end of the then-current monthly billing period, and you will not be charged for billing periods after the effective date of cancellation. Fees for the current billing period, Email Actions already consumed, per-account fees, and other amounts already incurred are non-refundable. Upon cancellation, the Agent will be disabled and your access to the AI Email Agent Service will end at the close of the current billing period.

24. Governing Law

These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. Subject to the “Dispute Resolution; Binding Arbitration; Class-Action Waiver” section below, any legal actions arising from or related to your use of the Services shall be brought exclusively in the federal or state courts located in California, and you consent to the personal jurisdiction of those courts.

25. Dispute Resolution; Binding Arbitration; Class-Action Waiver

Please read this section carefully — it affects your legal rights, including your right to file a lawsuit in court.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved through good-faith negotiation will be resolved by final and binding arbitration administered by a recognized arbitration provider under its commercial arbitration rules, conducted in California, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief for the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information in any court of competent jurisdiction.

26. Miscellaneous

• Force Majeure. Avilla Innovations is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or utility failures, cyberattacks, or acts or failures of Third-Party Platforms or Subprocessors.
• You may not assign or transfer these Terms without Avilla Innovations’ prior written consent. Avilla Innovations may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.
• If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• No Waiver. Avilla Innovations’ failure to enforce any provision is not a waiver of its right to do so later.
• The parties are independent contractors; these Terms create no partnership, joint venture, agency, or employment relationship, except that you authorize the Agent to act on your behalf as described herein.
• Provisions that by their nature should survive termination (including those on fees owed, intellectual property, confidentiality, indemnification, warranty disclaimers, limitation of liability, and dispute resolution) survive termination of these Terms.
• Avilla Innovations may provide notices to you through the Services or by email to the address associated with your account.

27. Contact Information

For any questions about these Terms, please contact us at:

• Email: support@avillainnovations.com
• Phone: (562) 606-5071
• Address: PO Box 11171 Whittier CA 90603

28. Entire Agreement

These Terms, together with the applicable plan and pricing page, the Privacy Policy, and Schedule A (Data Processing Addendum), constitute the entire agreement between you and Avilla Innovations regarding the Services and supersede all prior agreements and understandings, whether written or oral, regarding such use. In the event of a conflict between these Terms and a separately executed written agreement signed by both parties, the separately executed agreement controls with respect to its subject matter.

 

Schedule A — Data Processing Addendum

This Data Processing Addendum (“DPA”) forms part of and is incorporated into the Terms of Service between you (“Customer”) and Avilla Innovations LLC (“Avilla Innovations”) and applies to the extent Avilla Innovations processes Personal Data on Customer’s behalf in connection with the Services.

1. Definitions. “Personal Data,” “controller,” “processor,” “service provider,” “business,” “processing,” and “data subject” have the meanings given under applicable data protection laws, including the California Consumer Privacy Act (“CCPA”) and, where applicable, the EU/UK General Data Protection Regulation (“GDPR”). “Customer Personal Data” means Personal Data contained in Customer’s Content or Email Content that Avilla Innovations processes on Customer’s behalf.
2. Roles. As between the parties, Customer is the controller / business and Avilla Innovations is the processor / service provider with respect to Customer Personal Data. Where Customer is itself a processor acting on behalf of a third party, Avilla Innovations acts as a subprocessor.
3. Scope and Instructions. Avilla Innovations will process Customer Personal Data only to provide the Services, in accordance with the Terms and Customer’s documented instructions (including Customer’s Configurations), and as required by applicable law. Avilla Innovations will inform Customer if it believes an instruction violates applicable data protection law.
4. Service Provider Commitments (CCPA). Avilla Innovations will not (a) sell or share Customer Personal Data; (b) retain, use, or disclose Customer Personal Data for any purpose other than providing the Services or as otherwise permitted by the CCPA; (c) retain, use, or disclose Customer Personal Data outside the direct business relationship between the parties; or (d) combine Customer Personal Data with Personal Data from other sources except as permitted by the CCPA. Avilla Innovations certifies that it understands and will comply with these restrictions.
5. Confidentiality. Avilla Innovations will ensure that personnel authorized to process Customer Personal Data are bound by appropriate confidentiality obligations.
6. Security. Avilla Innovations will implement and maintain reasonable and appropriate technical and organizational measures designed to protect Customer Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure, including encryption in transit, access controls, and least-privilege access.
7. Subprocessors. Customer authorizes Avilla Innovations to engage Subprocessors to process Customer Personal Data in connection with the Services. Avilla Innovations will (a) impose data protection obligations on each Subprocessor that are no less protective than those in this DPA; (b) remain responsible for each Subprocessor’s performance; and (c) make available, on request, a list of Subprocessors and provide a means to be notified of changes. A current list of Subprocessors is available on request by emailing support@avillainnovations.com.
8. Assistance. Taking into account the nature of the processing, Avilla Innovations will provide reasonable assistance to Customer in (a) responding to verifiable requests from data subjects to exercise their rights; (b) ensuring the security of processing; (c) conducting data protection impact assessments; and (d) notifying and consulting with supervisory authorities, in each case to the extent applicable and to the extent Customer cannot reasonably accomplish these itself through the Services.
9. Personal Data Breach. Avilla Innovations will notify Customer without undue delay after becoming aware of a Personal Data breach affecting Customer Personal Data and will provide information reasonably available to it to assist Customer in meeting its breach-notification obligations.
10. Deletion or Return. Upon termination of the Services or disconnection of an Email Account, and upon Customer’s request, Avilla Innovations will delete or return Customer Personal Data within a commercially reasonable period, except where retention is required by applicable law or for the establishment, exercise, or defense of legal claims. See the Privacy Policy for applicable retention periods.
11. International Transfers. Customer acknowledges that Customer Personal Data may be processed in the locations described in the Privacy Policy. Where required, the parties will rely on an appropriate transfer mechanism recognized under applicable law.
12. Audit and Information. Avilla Innovations will make available information reasonably necessary to demonstrate compliance with this DPA and will allow for and contribute to reasonable audits, including by providing relevant third-party reports or summaries, subject to reasonable confidentiality and security limitations.
13. Duration. This DPA takes effect when Customer accepts the Terms and remains in effect for as long as Avilla Innovations processes Customer Personal Data.
14. Conflict. In the event of a conflict between this DPA and the body of the Terms regarding the processing of Customer Personal Data, this DPA controls.