This AI addendum (“AI Addendum”) is hereby incorporated into and forms part of the Master Subscription Agreement or similar master agreement governing the provision of the Astronomer Solution (“Agreement”) entered into by Customer and Astronomer, Inc. (“Astronomer”). Capitalized terms not defined in this AI Addendum have the meaning as given in the Agreement. The Agreement applies to the AI Features (as defined herein) provided as part of the Solution with the following modifications.
This AI Addendum is effective between the parties as of the earlier of the (i) effective date of the executed Agreement or applicable Order Form related to the AI Feature, and (ii) date the Customer or any User commences use of the AI Features.
1. Definitions. For purposes of this Addendum:
“AI Feature” means any features and/or functionality within Astronomer’s Solution that include artificial intelligence and machine learning capabilities.
“AI Provider” means any third-party entity that supplies the underlying AI infrastructure, platforms, or models used by Astronomer to provide AI Features.
“Input” means data, content, prompts, or materials provided by Customer or its users through the AI Features.
“Output” means any content, code, response, or other result generated by the AI Features based on Inputs. To the extent Output is inferred or derived from Customer Data, it shall be deemed Customer Data.
2. AI Features. Customer may elect to enable the AI Features as made available by Astronomer. For all enabled AI Features, Astronomer will: (a) implement and maintain a documented governance and risk management program for the AI Feature; (b) adopt industry-standard practices for the ethical and responsible development and deployment of AI, including transparency, explainability, accountability, human interpretability, and human oversight; (c) use AI Providers that identify and mitigate bias, inaccuracies, and unintended discrimination in the AI Feature; (d) maintain a log of model drift, bias, and material inaccuracies in AI Features; (e) comply with applicable artificial intelligence laws to the extent such laws impose obligations directly on Astronomer as a provider; and (f) upon Customer’s written request, provide reasonably available, non-proprietary information regarding the AI Feature to support Customer’s compliance with applicable statutory or regulatory requirements.
3. Data Usage.
3.1 Permitted Processing. Astronomer may process Customer Data solely as necessary to provide the AI Features. Astronomer may collect and use Inputs in anonymized and de-identified form solely to improve the AI Features by analyzing usage patterns and enhancing user experience, provided that Astronomer implements and maintains reasonable technical and organizational safeguards to ensure the integrity and irreversibility of such anonymization. Astronomer will not use Inputs or Outputs to train any AI model for the benefit of any party other than Customer without Customer’s prior written consent.
3.2 Ownership. As between the parties, Customer retains all rights, title, and interest in and to all Inputs. With respect to Outputs, Astronomer hereby assigns to Customer all right, title, and interest, if any, that Astronomer may have in such Outputs; provided, however, that Customer acknowledges that (i) Astronomer makes no representation that Outputs are unique, and similar or identical Outputs may be generated for other customers; and (ii) Customer’s rights in any Output are subject to the limitations set forth in this AI Addendum, including the IP indemnity carve-outs in Section 6.2. Customer is solely responsible for ensuring that any data submitted through AI Features complies with applicable laws and does not violate third-party rights, and for implementing its own data management and protection policies. Customer shall not submit personal data into AI Features unless permitted under Customer’s applicable data processing agreement with Astronomer.
3.3 Deletion. Upon Customer’s written request, Astronomer will delete Customer’s Inputs and Outputs within thirty (30) days, subject to any retention obligations under applicable law.
4. Third-Party AI Providers and Integrations. Astronomer’s AI Features utilize AI Providers that are managed by Astronomer. Astronomer will: (a) provide Customer with notice when making any material change to the AI Providers used in connection with AI Features; (b) ensure that any replacement AI Provider is subject to contractual obligations regarding data security and confidentiality at least as protective as those in this Addendum; and (c) upon Customer’s request, identify the AI Providers currently used in connection with the AI Features. Customer acknowledges and agrees that by enabling integrations (e.g., GitHub Cloud), Customer authorizes Astronomer to access and process third-party repository content.
5. Disclaimer; Customer Restrictions.
5.1 Output Disclaimer. All Output is provided “as is” and without warranty of any kind. Customer is solely responsible for reviewing, accepting, and implementing such Output. Customer acknowledges that Output, including generated code, metrics, routing recommendations, and troubleshooting guidance, is provided solely for informational and assistive purposes. Astronomer disclaims all liability for any damages, losses, or claims arising from or related to the AI Features.
5.2 Restricted Use. Customer shall not use the AI Features to: (a) generate content that is deceptive, harmful, or likely to adversely affect the public interest; (b) create or expand biometric or facial recognition databases; (c) evaluate or classify individuals based on social behavior or personal traits; (d) infer an individual’s emotions from biometric data; or (e) engage in any practice prohibited under Article 5 of the EU Artificial Intelligence Act (Regulation (EU) 2024/1689) (the “AI Act”), to the extent applicable. Customer agrees that the AI Features are not intended for use in making decisions that significantly affect individuals’ legal rights or similarly significant interests without appropriate human oversight. Customer and its authorized users shall not reverse engineer, disassemble, decompile, or apply any other process to derive the source code or other underlying components of the AI Features (including model parameters or model weights), or attempt to reproduce the training data of any AI Feature.
6. Audit and Notifications. Upon no less than thirty (30) days advance request, Astronomer will use commercially reasonable efforts to assist with any assessments or audits by Customer or regulatory authorities related to AI Features, including responding to AI-related questionnaires and providing relevant documentation reasonably available at the time of such request. Astronomer will notify Customer promptly after becoming aware of: (a) material changes to AI Features or their functioning that may impact Customer’s use; (b) any instance of Astronomer’s material non-compliance with this Addendum; or (c) any security incident directly affecting Customer Data used in connection with AI Features. Notifications shall include sufficient information for Customer to understand the nature of the issue and the steps taken to remediate.
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