Livly Data Processing Addendum

This Data Processing Addendum (“DPA”) is incorporated byreference into Livly, INC’s Terms of Service availableat or other agreement governing the use of Livly, INC’s      
services (“Agreement”)entered by and between you, the Customer (as defined in the Agreement) (collectively, “you”, "your”, “Customer”), and Livly, INC. (“Livly, INC”, “us”, “we”, “our”) to reflect the parties’ agreement with regard to the Processing of Personal Data by Livly, INC solely on behalf of the Customer. Both parties shall be referred to as the “Parties” and each, a “Party”. Capitalized terms not defined here in shall have the meanings assigned to such terms in the Agreement. By using the Services, Customer accepts this DPA and you represent and warrant that you have full authority to bind the Customer to this DPA. If you cannot, or do not agree to, comply with and be bound by this DPA, or do not have authority to bind the Customer or any other entity, please do not provide Personal Data to us. In the event of any conflict between certain provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement solely with respect to the Processing of Personal Data.


1.1 Definitions:

(a) “Affiliate” meansany entity that directly or indirectly controls, is controlled by, or is undercommon control with the subject entity.
Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of thevoting interests of the subjectentity.

(b) “Authorized Affiliate” means any of Customer's Affiliate(s) which is explicitly permitted to use the Services pursuant to the Agreement between Customer and Livly, INC but has not signed its own agreement with Livly, INC and is not a "Customer" as defined under the Agreement.

(c) “CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq.

(d) The terms, "Controller", "Member State", "Processor", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR. The terms “Business”, “Business Purpose”, “Consumer”and “Service Provider” shall have the same meaning as in the CCPA. For the purpose of clarity, withinthis DPA “Controller” shall also mean “Business”, and “Processor”shall also mean “Service Provider”, to the extent that the CCPA applies. In the same manner, Processor’s Sub-processor shall also refer to the concept of Service Provider.

(e) “Data Protection Laws” means all applicable and binding privacy and data protection laws and regulations, including such laws and regulations of the European Union, the European Economic Area and their Member States, Switzerland, the United Kingdom, Canada, Israel and the United States of America, as applicable to the Processing of Personal Data under the Agreement including (without limitation) the GDPR, the UK GDPR, and the CCPA, as applicable to the Processing of Personal Data here under and in effect at the time of Processor’s performancehereunder

(f) “Data Subject” means the identified or identifiable person to whom the Personal Data relates

(g) “Deidentified Data” means data that cannot be attributed to a specific individual without the use of additional information.

(h) “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of suchdata, and repealing Directive 95/46/EC (General Data Protection Regulation).

(i) “Personal Data” or “Personal Information” means any information that identifies, relatesto, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to or with an identified or identifiable natural person or Consumer, which is processed by Livly, INC solely on behalf of Customer, under  this DPA and the Agreement between Customer and Livly, INC. Personal Data shall notinclude any Deidentified Data.

(j) “Services” means the cloud-based work operating system platform (“Platform”) and any other services provided to Customer by Livly, INC under the Agreement.

(k) “Security Documentation” means the security documentation specifically applicableto the Processing of Personal Data by Livly, INC under the Agreementand this DPA, as updated from time to time, and accessible by emailing your request to review to us, or as otherwise made reasonably availableby Livly, INC.

(l) “Sensitive Data” means Personal Data that is protected under a special legislation and requiresunique treatment, such as “special categories of data”,“sensitive data” or other materially similar terms under applicable Data Protection Laws, which may includeany of the following: (a) social security number, tax file number, passport number, driver's license number, orsimilar identifier (or any portion thereof); (b) credit or debit card number; (c) financial, credit, genetic, biometric or health information; (d) information revealingracial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, geneticdata or biometric data for the purpose of uniquely identifying a natural person, data concerning health or aperson’s sex life or sexual orientation, or data relating to criminalconvictions and offences; and/or (e) account passwords in unhashed form.

(m) “Standard Contractual Clauses” meansthe Standard Contractual Clauses between controllers and processors, and between processors and processors, as approved by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, including all Annexes thereto.

(n) “Sub-processor” means any third party that Processes Personal Data under the instruction or supervision of Livly, INC.

(o) "UK GDPR" means the Data Protection Act 2018, as well as the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419).


1.1 Roles of the Parties. The Partiesac knowledge and agree that with regard to the Processing of Personal Data solely on behalf of Customer, (i) Customer is the Controller of Personal Data, (ii) Livly, INC is the Processor of such Personal Data. The terms “Controller” and “Processor” below hereby signify Customer and Livly, INC, respectively.

1.2 Customer’s Processing of Personal Data. Customer, inits use of the Services, and Customer’sinstructions to the Processor, shall comply with Data Protection Laws. Customer shall establish and have any and allrequired legal bases in order to collect, Process and transfer to Processor the Personal Data, and to authorize the Processing by Processor, and for Processor’s Processing activities on Customer’s behalf, including the pursuit of ‘business purposes’ as defined under the CCPA. 

1.3 Processor’s Processing of Personal Data. When Processing on Customer’s behalf under the Agreement, Processor shall Process Personal Data for the following purposes: (i) Processing in accordance with the Agreement and this DPA; (ii) Processingfor Customer as part of its provision of the Services; (iii) Processing to comply with Customer’s reasonable and documented instructions, where such instructions are consistent with the terms of the Agreement, regarding the manner in which the Processing shall be performed; (iv) rendering Personal Data fully anonymous, non-identifiable and non-personal in accordance with applicable standards recognized by Data Protection Laws and guidance issued there under; (v) Processing as required under the laws applicable to Processor, and/or (vi) Processing  as required by a court of competent jurisdiction or other competent governmental or semi-governmental authority, provided that Processor shall inform Customerof the legal requirement before Processing, unless such law or order prohibit such information on important grounds of publicinterest. Processor shall inform Customer without undue delay if, in Processor’s opinion, an instruction for the Processing of Personal Data given by Customer violates applicable Data Protection Laws. To the extent that Processor cannot comply with an instruction from Customer, Processor (a) shall inform Customer, providing relevant details of the issue, and (b) Processormay, without liability to Customer, temporarily cease all Processing of the affected Personal Data (other than securely storing such data) and/or suspend Customer’s accessto the Services.

1.4 Details of the Processing. The subject-matter of Processing of Personal Data by Processor is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule1 (Details of Processing) to this DPA.

1.5 Sensitive Data. The Parties agree that the Services are not intendedfor the Processing of Sensitive Data, and that if Customer wishes to use the Servicesto Process Sensitive Data, it must first obtain the Processor’s explicitprior written consent and enter into any additional agreements as may be required by Livly, INC.

1.6 CCPA Standard of Care; No Saleof Personal Information. Processor acknowledges and confirmsthat it does not receiveor process any Personal Information as consideration for any services or other items that Processor provides to Customer under the Agreement. Processor shall not have, derive, or exercise any rights or benefits regarding Personal Information Processedon Customer’s behalf, and may use and disclose Personal Information solely for the purposes for which such Personal Information was provided to it, as stipulated in the Agreement and this DPA. Processor certifies that it understands the rules, requirements and definitions of the CCPA and agrees to refrain from selling (as such term is defined in the CCPA) any Personal Information Processed hereunder without Customer’s prior written consent, nor take any action that would cause any transfer of Personal Information to or from Processor under the Agreement or this DPA to qualify as“selling” such Personal Information under the CCPA.

1.7 Deidentified Data. For the avoidance of doubt, not with standing anything to the contrary contained herein, this DPA shall not prohibit or restrict Livly, INC.’s creation, use or transfer (including anysale) of Deidentified Data.

1.8 Location of Data Processing. Unless otherwise agreed to between Processor and Customer, the Processing will be conducted in the United States of America.


Processor shall, to the extent legally permitted, notify Customer or refer Data Subject or Consumer to Customer, if Processor receives a request from a Data Subject or Consumer to exercise their rights (to the extent available to them under applicable Data Protection Laws) of access, right to rectification, restriction of Processing, erasure, data portability, objection to the Processing, their right not to be subject to automated individual decision making, to opt-out of the sale of Personal Information, or the right not to be discriminated against (“Data Subject Request”). Taking into account the nature of the Processing, Processor shall assist Customer by implementing appropriate technical and organizational measures, in so far as this is possibleand reasonable, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws. Processor may advise Data Subjects on available features for self-exercising their Data Subject Requests through the Platform (whereappropriate), and/or refer Data Subject Requests received, and the Data Subjects making them, directly to the Customer for its treatment of such requests. 


Processor shall ensure that its personnel and advisors engaged in the Processingof Personal Data have committed themselves to confidentiality. 


2.1 Appointment of Sub-processors. Customer acknowledges and agrees that (a) Processor’s Affiliates may be engaged as Sub-processors; and (b) Processorand Processor’s Affiliates on behalf of Processormay each engage third-party Sub-processors in connection with the provisionof the Services.

2.2 List of Current Sub-processors and Notification of New Sub-processors. Processor makes available to Customer the current list of Sub-Processors used by Processor to process Personal Data via Such Sub-processor list includes the identities of those Sub-processorsand the entity’s country (“Sub-Processor List”). The Sub-Processor List as ofthe date of first use of the Services by Customer is hereby deemed authorizedupon first use of the Services. Customer may reasonably request replacement of an existing Sub-processor for reasons relating to the protection of Personal Data intended to be Processed by such Sub- processor, by providing a written notice to within three (3) business days following the first use of the Services. In the event that Customer reasonably requests replacement of an existing Sub-processor, aspermitted in the preceding sentence, Provider may, in its sole discretion, replace such existing Sub-processor if it commercially reasonable to do so.

2.3 Objection to New Sub-processors. Customer may reasonably objectto Processor’s use of a new Sub-processor, for reasons relatingto the protection of Personal Data intended to be Processed by such Sub-processor, by notifying Processor promptly in writing within seven (7) days after receiptof a Processor notification in accordance with the mechanism set out in Section 5.2.2. Such written objection shall include the reasons for objecting to Processor’s use of such new Sub-processor. Failure to object to such new Sub-processor in writing within seven (7) days following Processor’s notice shall be deemed as acceptance of the new Sub-Processor. In the event Customer reasonably objects to a new Sub- processor, as permitted in the preceding sentences, Processor will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If Processor is unable to make available such change within thirty (30) days, Customer may, as a sole remedy, terminate the Agreement and this DPA with respectonly to those elements of the Services which cannot be provided by Processor without the use of the objected-to new Sub-processor, by providing written notice to Processor. All amounts outstanding under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to Processor. Until adecision is made regarding the new Sub-processor, Processor may temporarily suspend the Processing of the affected Personal Data and/or suspend access to the Services. Customer will have no further claims against Processor due to the termination of the Agreement (including, without limitation, requesting refunds) and/or the DPA in the situation described in this paragraph.

2.4 Agreements with Sub-processors. Processor or a Processor’s Affiliate on behalf of Processor hasentered into a written agreement with each Sub-processor containing appropriate safeguards to the protection of Personal Data. Where Processor engages a Sub-processor for carrying out specific Processing activities on be half of the Customer, the same or materially similar data protection obligations as set out in this DPA shall be imposed on such new Sub-processor by way of a contract, inparticular obligations to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of the GDPR. Where a Sub-processor fails to fulfil its data protection obligations concerning its Processing of Personal Data, Processor shall remain responsible for the performance of the Sub-processor's obligations. 


3.1Controls for the Protection of Personal Data. Processor shall maintain industry- standard technical and organizational measures for protection of Personal Data Processed hereunder (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data, confidentiality and integrity of Personal Data, including those measures set forth in the Security Documentation), as may be amended from time to time. Upon the Customer’s reasonable request, Processor will reasonably assist Customer, at Customer’s cost and subject to the provisions of Section11.1 below, in ensuring compliance with the obligations pursuantto Articles 32 to 36 of the GDPR taking into account the nature of the Processing and the information available to Processor.

3.2 Audits and Inspections. Upon Customer’s 14 days priorwritten request at reasonable intervals (no more than once every 12 months), and subject to strict confidentiality undertakings by Customer, Processor shall make available to Customer that is not a competitor of Processor (or Customer’s independent, reputable, third-party auditor that is not a competitor of Processor and not in conflict with Processor, subject to their confidentiality and non-compete undertakings) information necessary to demonstrate compliance with this DPA, and allow for and contribute to audits, including inspections, conducted by them (provided, however, that such information, audits, inspections and the results the refrom, including the documents reflecting the outcome of the audit and/orthe inspections, shall only be used by Customer to assess compliance with this DPA, and shall not be used for any other purpose or disclosed to any third party without Processor’s prior written approval. Upon Processor's first request, Customer shall return all records or documentation in Customer's possession or control providedby Processor in the context of the audit and/or theinspection). If and to the extent that the Standard Contractual Clauses apply, nothing in this Section 6.2 variesor modifies the Standard Contractual Clauses nor affects any Supervisory Authority’s or Data Subject’s rights under the Standard Contractual Clauses.
3.3 In the event of an audit or inspections as set forth above, Customer shall ensure that it (and each of its mandated auditors) will not cause (or, if it cannot avoid, minimize) any damage, injury or disruption to Processor’s premises, equipment, personnel and business, as applicable, while conducting such audit or inspection.
3.4 The audit rights set forth in 6.2 above, shall only apply to the extent that the Agreement does not otherwise provide Customer with audit rights that meet the relevant requirements of Data Protection Laws (including, where applicable, article28(3)(h) of the GDPR or the UK GDPR). 

4. DATA INCIDENTMANAGEMENT AND NOTIFICATION Processor maintains security incident management policies and procedures and, to the extent required under applicable Data Protection Laws, shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data Processedby Processor on behalf of the Customer (a “Data Incident”). Processor shall make reasonable efforts to identify and take those steps as Processor deems necessary and reasonable in order to remediate and/ormitigate the cause of such Data Incidentto the extent the remediation and/or mitigation is within Processor’s reasonable control. The obligations here in shall not apply to incidents that are caused by Customer, its Users or anyone who uses the Serviceson Customer’s behalf. Customer will not make, disclose, release or publish any finding, admission of liability, communication, notice, press release or report concerning any Data Incident which directly orindirectly identifies Processor (including in any legal proceeding or in any notification to regulatory or supervisory authorities or affected individuals) without Processor’s prior written approval, unless, and solely to the extent that, Customer is compelled to do so pursuant to applicable Data Protection Laws. In the latter case, unless prohibited by such laws, Customer shall provide Processor with reasonable prior written notice to provide Processor with the opportunity to object to such disclosure and in any case Customer will limit the disclosure to the minimum scope required. 

5. RETURN AND DELETIONOF PERSONAL DATA Following terminationof the Agreement and cessation of the Services, at the choice of Customer (indicated through the Platform or in written notification to Processor), Processor shall deleteor return to Customer all the Personal Data it Processes solely on behalf of the Customer in the manner described in the Agreement, and Processor shall delete existing copies of such Personal Data unless Data Protection Laws require otherwise. To the extent authorized or required by applicable law, Processor may also retain one copy of the Personal Data solely for evidence purposes and/or for the establishment, exercise or defense of legal claimsand/or for compliance with legal obligations. 


6.1 Transfers from the EEA, Switzerland and the United Kingdom to countries that offer adequate level or data protection. Personal Data may be transferred from EU Member States,the three EEA member countries (Norway, Liechtenstein and Iceland)(collectively, “EEA”), Switzerland and the United Kingdom (“UK”) to countries that offer an adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities of the EEA, the European Union, the MemberStates or the European Commission, Switzerland, and/or the UK as relevant (“Adequacy Decisions”), as applicable, without any further safe guard being necessary.

6.2  Transfers from the EEA, Switzerland and the United Kingdom to other countries. If the Processing of Personal Data by Processor includes a transfer (either directly or via onward transfer): (i) from the EEA or Switzerland to other countries which have not been subject to a relevant Adequacy Decision, and such transfers are not performed through an alternative recognized compliance mechanism as may be adopted by Processor for the lawful transferof personal data (as definedin the GDPR) outside the EEA or Switzerland (“EEA Transfer”), the terms set forth in the Standard Contractual Clausesshall apply; (ii) from the UK to other countries which have not been subject to a relevant Adequacy Decision, and such transfersare not performed through an alternative recognized compliance mechanism as may be adopted by Processor for the lawful transfer of personal data (as defined in the UK GDPR) outside the EEA or UK (“UK Transfer”), the terms set forth in the Standard Contractual Clauses, in accordance with Annex III thereto (UK Cross BorderTransfers) shall apply; (iii) the terms set forth in Annex IV to the Standard Contractual Clauses (Additional Safeguards) shall apply to an EEA Transferand a UK Transfer. 


7.1 Contractual Relationship. The Parties acknowledge and agree that, by executing the DPA,  the Customer enters into the DPA on behalf of itselfand, as applicable, in the name and on behalf of its Authorized Affiliates, in which case each Authorized Affiliate agrees to be bound by the Customer’s obligations under this DPA, if and to the extent that Processor Processes Personal Data on the behalf of such Authorized Affiliates, thus qualifying them as the “Controller”. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Agreement and this DPA and any violation of the terms and conditions there in by an Authorized Affiliate shall be deemed a violation by Customer.

7.2 Communication. Customer shall remain responsible for coordinating all communication with Processor under the Agreement and this DPA and shall be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates. 


8.1 Data Protection Impact Assessment and Prior Consultation. Upon Customer’s reasonable request, Processor shall provide Customer, at Customer’s cost, with reasonable cooperation and assistance needed to fulfil Customer’s obligation under the GDPR or the UK GDPR (as applicable) to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Processor. Processor shall provide, at Customer’s cost, reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to this Section11.1, to the extent requiredunder the GDPR or the UK GDPR, as applicable.

8.2 Modifications. Each Party may by at least forty-five (45) calendar days' prior written notice to the other Party, request in writing any variations to this DPA if they are required as a result of any change in any Data Protection Laws to allow Processing of Customer Personal Data to be made (orcontinue to be made) without breach of those Data Protection Laws. Pursuant to such notice: (a) the Partiesshall use commercially reasonable efforts to accommodate such required modification; and (b) Customer shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Processorto protect the Processor against additional risks, or to indemnify and compensate Processor for any further steps and costs associated with the variations made herein at Customer’s request. The Parties shall promptly discussthe proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Customer’s or Processor’s notice as soon as is reasonably practicable. In the event that the Parties are unable to reach such an agreement within 30 days of such notice, then Customer or Processor may, by written noticeto the other Party, with immediate effect, terminate the Agreementor DPA to the extent that it relatesto the elements of the Services which are affected by the proposed variations (or lack thereof). Customer will have no further claims against Processor(including, without limitation, requesting refunds for the Services) pursuant to the termination of the Agreement and the DPA as describedin this Section.  

, the parties have caused this DPA to be executed by their duly authorized representatives to be effective as of the Effective Date.


Nature and Purpose of Processing
1. Providing the Services to Customer;
2. Performing the Agreement, this DPA and/orother contracts executed by the Parties;
3. Acting upon Customer’s instructions, where such instructions are consistent with the terms of the Agreement;
4. Sharing Personal Data with third parties in accordance with Customer’s instructions and/or pursuantto Customer’s use of the Services (e.g.,integrations between the Services and any services provided by third parties, as configured by or on behalf of Customer to facilitate the sharing of Personal Data between the Services and such third party services);
5. Complying with applicable laws and regulations;
6. All tasks relatedwith any of the above.
Nature and Purpose of Processing
Subject to anysection of the DPA and/or the Agreement dealing with the duration of the Processing and the consequences of theexpiration or termination thereof, Processor will Process Personal Data pursuant to the DPA and Agreement for theduration of the Agreement, unless otherwise agreed upon in writing.
Type of Personal Data
Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion.
Categories of Data Subjects
Customer may submit Personal Data to the Services which may include,but is not limited to, Personal Data relating to the followingcategories of Data Subjects:

●    Employees, agents, advisors, freelancers of Customer (who are naturalpersons)
●    Prospects, customers, business partners and vendors of Customer (who are natural persons)
●    Employees or contact personsof Customer’s prospects, customers, business partners and vendors
●    Any other third party individualwith whom Customer decides to communicate throughthe Services.
Exercising your European Data Protection Rights: 
If you are a resident of Switzerland, the United Kingdom, or acountry within the European Economic Area (EEA), you may have rights under European data protection laws regarding the processing of your personal information. You have the right to access the personal information we holdabout you and, in some cases, to ask that your information be corrected, erased, or transferred (subject to limitations in applicable law). You may alsohave the right to object to or request that we restrict the processing of yourinformation. If we collected information based on your consent, you have the right to revoke your consent.  With respect to the information that our customers collect or process using the Services, our customer is the data controller, and we are a data processor. Our customer is the data controller for the content or information that they use the Services to process. Our customer is responsible for obtaining any necessary consent and/or ensuring that the customer has a lawful basis for processing personal information. Where we collect information for our own purposes, like when we collect information when you visit the Site, when you interact with our social media pages, email campaigns or other marketing, when you register to use Service, or the information that we collect about your use of the Service, we are the “data controller.” Our lawful basis for collecting this information is to fulfill our contract with our customer, our legitimate interest in providingthe Site and the Services, or to comply with our legal obligations. In someinstances, our lawful basis for processing your information may be your consent.  We will retain information for as long as necessary to fulfill the services that the customer has requested, to comply with any laws or regulations, resolve disputes, or enforce our agreements. We may retain information longer for our legitimate business interest if retention is not outweighed by your personal rights and freedoms. Where we process information as a data processor on behalf of our customer, our customer determines there tention period. If you would like to exercise any of these rights, you may contact us as indicated in the Contact Us section below. The rights may notapply in some cases, including where providing access is unreasonably burden some or expensive under the circumstances or where it would violate the rights of a third-party. We may request specific information from you to confirm your identity. In some cases, we may charge a reasonable fee for access to your information. You may file a complaint with a data protection authority. The data protection authority will require you to first attempt to resolve anycomplaint with us. Please see Contact Us below to file a complaint with us. 
Contact Us
If you have any questions or comments about this notice, how wecollect and use your information, your choices or rights regarding such use, orwish to exercise your rights, please do not hesitate to contact us at: 
By Email: 
By Postal Mail:
Livly, Inc.
Attn: GDPR 
401 William St., #6931
River Forest, IL 60305
United States