Legal

Data Processing Agreement

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Contents

This Data Processing Agreement (“DPA“) is incorporated into and made a part of written agreement between Astronomer, Inc. (the “Data Processor” or the “Processor”) and Customer (together as the “Parties”) that references this DPA (“Agreement”), unless superseded by a written DPA. This DPA is effective as of the effective date of the Agreement.

WHEREAS

(A) The Customer acts as a Data Controller.

(B) The Customer wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.

(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with 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 such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

(D) The Parties wish to document their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

  • 1.1. Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

    • 1.1.1 “Agreement” means this DPA and either the Astronomer Terms of Service found at https://www.astronomer.io/terms or any superseding written master subscription agreement (“MSA”) with Astronomer, Inc, and all schedules, SOWs, and order forms;

    • 1.1.2. “Astronomer Control Plane” has the meaning given to it in the Agreement, or if not therein defined, means the elements of the Service residing within the Astronomer Cloud Environment, including without limitation the user interface of the Service;

    • 1.1.3. “Contracted Processor” means a Subprocessor;

    • 1.1.4. “Cloud Environment” has the meaning given to it in the Agreement, or if not therein defined, means a cloud computing or other storage resource operated by or for Astronomer or Customer, as the case may be, pursuant to this Agreement;

    • 1.1.5. “Customer Personal Data” means any Personal Data Processed by means of Service by a Contracted Processor on behalf of Customer pursuant to or in connection with the Agreement;

    • 1.1.6. “Data Plane” has the meaning given to it in the Agreement, or if not therein defined, means the portion of a Cloud Environment in which Customer Data is processed as part of the Service.;

    • 1.1.7. “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

    • 1.1.8. “Data Transfer” means:

      • 1.1.8.1. a transfer of Customer Personal Data from the Customer to a Contracted Processor; or

      • 1.1.8.2. an onward transfer of Customer Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

      • 1.1.8.3. “EEA” means the European Economic Area;

    • 1.1.9. “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

    • 1.1.10. “GDPR” means EU General Data Protection Regulation 2016/679;

    • 1.1.11. “PHI Data” means any personal health data that might be covered under HIPAA/HITECH ACT.

    • 1.1.12. “Service” has the meaning given to it in the Agreement, or if not therein defined, means the subscription software services to which Customer is subscribed.

    • 1.1.13. “Subprocessor” means any third party appointed by or on behalf of Processor to process Personal Data on behalf of the Customer in connection with the Agreement.

  • 1.2. The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Customer Personal Data

  • 2.1. Processor shall:

    • 2.1.1. comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and

    • 2.1.2. not Process Customer Personal Data other than on the relevant Customer’s documented instructions.

  • 2.2. The Customer instructs Processor to process Customer Personal Data.

3. Processor Personnel

  • 3.1. Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer Personal Data, as strictly necessary for the purposes of the Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

  • 4.1. Considering the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall, in relation to the Customer Personal Data, implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

  • 4.2. In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

  • 4.3. Because Customer rather than Astronomer chooses what Customer Personal Data may be processed within the Data Plane in the Cloud Environment, Customer acknowledges its obligation to implement, maintain and review relevant and sufficient security and organizational measures to protect Customer Personal Data.

  • 4.4. The parties shall comply with the Security Addendum found at: https://www.astronomer.io/legal/security.

5. Subprocessing

  • 5.1. Customer agrees that Astronomer may appoint Subprocessors to assist it in providing the Service by processing Customer Personal Data solely for the purpose of providing the Service.

  • 5.2. Processor shall not appoint (or disclose any Customer Personal Data to) any Subprocessor without providing reasonable notice to the Customer, not less than 30 days prior to the date on which the Subprocessor shall commence processing Customer Personal Data.

  • 5.3. An up-to-date list of all Subprocessors may be obtained by emailing privacy@astronomer.io.

6. Data Subject Rights

  • 6.1. Considering the nature of the Processing, Processor shall assist the Customer by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customer obligations, as reasonably understood by Customer, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

  • 6.2. Processor shall:

    • 6.2.1. promptly notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and

    • 6.2.2. ensure that it does not respond to that request except on the documented instructions of Customer or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Customer of that legal requirement before the Contracted Processor responds to the request.

  • 6.3. Customers shall make Data Subject Rights requests through dsr@astronomer.io.

7. Personal Data Breach

  • 7.1. Processor shall notify Customer without undue delay upon Processor becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

  • 7.2. Processor shall cooperate with the Customer and take reasonable commercial steps as directed by Customer to assist in the investigation, mitigation, and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

  • 8.1. Processor shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Customer reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9. Deletion or return of Customer Personal Data

  • 9.1. Subject to this section 10, Processor shall promptly and in any event within 30 days of the date of cessation of any Service involving the Processing of Customer Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Customer Personal Data.

10. Audit rights

  • 10.1. Subject to this section 11, Processor shall make available to the Customer on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer in relation to the Processing of the Customer Personal Data by the Contracted Processors.

  • 10.2. Information and audit rights of the Customer only arise under section 11.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11. Data Transfer

  • 11.1. The Processor may transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA), if Processor deems it necessary in order to provide the Service to Customer. If Customer Personal Data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the Customer Personal Data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of Customer Personal Data.

12. General Terms

  • 12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that: (a) disclosure is required by law; n
    (b) the relevant information is already in the public domain.

  • 12.2. Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.

  • 12.3. Modification. From time to time, Astronomer may modify this DPA. Unless otherwise specified by Astronomer, changes become effective for Customer upon renewal of the then-current Subscription Term or upon the effective date of a new Order Form after the updated version of this DPA goes into effect. Astronomer will use reasonable efforts to notify Customer of the changes through communications via Customer’s Account, email or other means. No modifications will materially or substantially degrade Astronomer’s data privacy commitments herein.

13. Governing Law and Jurisdiction

  • 13.1. Except to the extent otherwise specifically required by Data Protection Laws, the provisions of the Agreement for governing law and resolution of disputes shall apply to this DPA.

14. Conflict

  • 14.1. The terms and conditions of this DPA and any relevant MSA are intended to complement each other. To the extent they conflict, the terms and conditions of this DPA will control over the MSA.