SIGNATURE VERSION: If you would like a signature version of the Astronomer Data Processing Agreement please click here.
This Data Processing Agreement (“DPA“) is incorporated into and made a part of written Agreement (defined below) between Astronomer, Inc. (the “Data Processor” or the “Processor”) and Customer (together as the “Parties”) that references this DPA, unless superseded by a written DPA.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); and (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 the written master subscription agreement (“MSA”) with Astronomer, Inc. incorporating this DPA, and all associated terms of service, 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 the Service by the Data Processor or 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 or jurisdiction.
1.1.8. “EU Data Protection Laws” means the GDPR and laws implementing or supplementing the GDPR as amended, replaced or superseded from time to time.
1.1.9. “GDPR” means EU General Data Protection Regulation 2016/679.
1.1.10. “CCPA” means California Consumer Privacy Act as amended by the California Privacy Rights Act.
1.1.11. “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.
1.1.12. “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.
1.1.13. “Standard Contractual Clauses” means the standard contractual clauses attached to the European Commission’s Implementing Decision (EU) 2021/914.
1.1.14. “International Data transfer Addendum” means the International Data Transfer Addendum to EU SCCs, issued by the British ICO under s119A (1) of the Data Protection Act 2018, version B1.0.
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 unless required to do so by applicable laws to which Processor is subject, in which case, Processor shall inform Customer of that legal requirement before Processing, unless applicable law prohibits such information on important grounds of public interest.
2.2. The Customer instructs Processor to process Customer Personal Data to perform the Service as described in the Agreement, in accordance with this DPA.
2.3. The Customer shall not upload any sensitive personal information or special category personal data, as defined in the Data Protection Laws, to the platform. This includes, but is not limited to, Social Security numbers, driver’s license or passport details, financial account details, health data, and information relating to minors.
3. PROCESSOR PERSONNEL. Processor shall take reasonable steps to ensure the reliability of any employee, agent, or contractor of Processor or 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 and/or access the relevant Customer Personal Data, as strictly necessary for the purposes of the Agreement, and to comply with applicable laws, 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 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, and Processor does not have any access or means to provision such environment with security measures, Customer acknowledges its obligation to implement, maintain and review relevant and sufficient security and organizational measures to protect Customer Personal Data in the Data Plane environment.
4.4. The parties shall comply with the Security Addendum found at: https://www.astronomer.io/legal/security. Astronomer may update the Security Addendum from time to time to ensure that its technical and organizational measures maintain an appropriate level of security, provided that such modifications will not materially or substantially degrade Astronomer’s security commitments or impose additional obligations upon Customer.
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 may not transfer Customer Personal Data to any Subprocessor without Controller’s express prior written consent; provided, however, that Processor may transfer Personal Data to the Subprocessor for purposes of providing the services, subject to the following conditions: (a) Processor shall maintain a list of appointed Subprocessors available through this link: https://trust.astronomer.io/; (b) Processor shall provide Controller at least 30 days’ prior notice of the addition of any Sub-processor to this list and the opportunity to object to such addition(s); and (c) if Controller makes such an objection on reasonable grounds and Processor is unable to modify the services to prevent the Personal Data transfer to the additional Subprocessor, Controller shall have the right to terminate the relevant Processing. Processor shall, prior to any transfer of Personal Data to a Subprocessor, shall enter into a written agreement with the Subprocessor on terms no less onerous than those set out in this DPA. Processor shall be liable for the acts and omissions of such Subprocessor to the same extent Processor would be liable if performing the services of each Sub-processor directly under the terms of this DPA.
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 fulfilment 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;
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;
6.2.3. adhere to the principles of data minimization and purpose limitation;
6.2.4. commit to collecting only the personal data that is necessary for the specific purposes for which it is processed; and
6.2.5. not sell personal data as that term is defined in the CCPA.
6.3. Customers shall make Data Subject Rights requests through privacy@astronomer.io.
6.4. We commit to conducting data protection assessments for each of our processing activities that present a heightened risk of harm to consumers. These assessments will evaluate the benefits that can be reasonably expected from the processing, the risks to the rights of the consumer associated with the processing, and the measures implemented by us to minimize the risks. We will make the results of these assessments available to governmental authorities upon request.
6.5. We will not discriminate against a consumer for exercising any of their rights. Astronomer will not deny consumers goods or services, charge different prices or rates for goods or services, provide a different level of quality of goods or services, or suggest that the consumer may receive a different price or rate for goods or services or a different level of quality of goods or services due to the exercising of rights.
7. ADDITIONAL RIGHTS UNDER THE CCPA
7.1. Right to Know: Consumers have the right to request and obtain from us, once a year, and free of charge.
7.2. Right to Delete: Consumers have the right to request the deletion of any personal information which we have collected from them. Upon receiving a verified request, we will delete the consumer’s personal information from our records, unless retaining the information is necessary for us or our service providers to complete a transaction, provide goods or services requested by the consumer, comply with a legal obligation, or other exceptions as specified in the CCPA.
8. ADDITIONAL RIGHTS UNDER THE VCDPA
8.1. Consumers have the right to access their personal data, to correct inaccuracies in their personal data, to delete personal data provided to or obtained by us, and to obtain a copy of their personal data in a portable and readily usable format.
8.2. Consumers have the right to opt out of the processing of their personal data for the purposes of targeted advertising or profiling in furtherance of decisions that produce legal or similarly significant effects concerning the consumer.
9. ADDITIONAL RIGHTS UNDER THE CPPA
9.1. Consumers have the right to access their personal data, to correct inaccuracies in their personal data, to delete personal data provided to or obtained by us, and to obtain a copy of their personal data in a portable and readily usable format.
9.2. Consumers have the right to opt out of the processing of their personal data for the purposes of targeted advertising, or profiling in furtherance of decisions that produce legal or similarly significant effects concerning the consumer.
10. PERSONAL DATA BREACH
10.1. 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.
10.2. 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.
11. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION. Processor shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with supervisory 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 Processor.
12. DELETION OR RETURN OF CUSTOMER PERSONAL DATA. Processor shall promptly, and in any event within thirty (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. Upon reasonable written request, Processor will make available to Customer a copy of such Customer Personal Data if Customer requests a copy within thirty (30) days of the Cessation Date.
13. AUDIT RIGHTS
13.1. Processor shall make available to the Customer on request all information necessary to demonstrate compliance with this DPA, 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 Processor and the Contracted Processors.
13.2. Information and audit rights of the Customer only arise under section 13.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
14. DATA TRANSFER
14.1. In the event of any transfer of Customer Personal Data collected within the European Economic Area (“EEA”) to a country outside of the EEA that does not guarantee a level of protection considered adequate by the European Commission, the Parties agree to be bound by the terms of Module 2 (Controller to Processor) of the Standard Contractual Clauses which shall be deemed to be populated and completed as follows:
- Clause 7: Docking clause shall not apply;
- Clause 9: Use of Subprocessors option 2 (general written authorisation) shall apply and the relevant time period for notice shall be 30 days;
- Clause 11(a): Redress: The optional language shall not apply;
- Clause 17: Governing Law: Option 2 shall apply and where applicable, the laws of Ireland shall govern;
- Clause 18: Choice of Forum and Jurisdiction: the courts of Ireland are selected;
- Annex 1. A (List of Parties) shall be deemed to be Customer as data exporter and Processor as data importer;
- Annex I.B (Description of Transfer) shall be deemed to incorporate the information in Schedule 1;
- Annex I.C (Competent Supervisory Authority) shall be deemed to refer to the supervisory authority of Ireland;
- Annex 2 (Technical and Organisational Measures) shall be deemed to refer to the measures set out Security Addendum available at https://www.astronomer.io/legal/security; and
- Annex 3 (List of Subprocessors) shall be deemed to be completed by the list of Subprocessors available at https://trust.astronomer.io/.
4.2. In the event of any transfer of Personal Data collected within the United Kingdom to a country outside of the United Kingdom that does not guarantee a level of protection considered adequate by the British government, the Parties shall be bound by the terms of the International Data Transfer Addendum which shall be deemed to be populated and completed as described above and as follows:
- Table 1 shall be deemed to be populated with Customer as data exporter and Processor as data importer;
- Table 2 shall be deemed to be populated with the corresponding details and selections described in relation to Module 2 of the Standard Contractual Clauses in paragraph 14.1 above;
- Table 3 shall be deemed populated with the information set out in Schedule 1; and
- Table 4 is completed by only ‘Importer’ being selected.
4.3. In the event of any inconsistency between the Standard Contractual Clauses and the International Data Transfer Addendum and this DPA or the Agreement, the Standard Contractual Clauses or the International Data Transfer Addendum, as applicable, shall prevail.
4.4. Any onward transfer of Personal Data by Processor shall be made only in accordance with applicable Data Protection Laws.
15. GENERAL TERMS
15.1 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; (b) the relevant information is already in the public domain.
15.2. 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 (with confirmation of receipt) 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.
15.3. Modification. From time to time, Astronomer may propose modifications to this DPA. Astronomer shall notify Customer of the proposed changes through communications via Customer’s Account, email, or other means. All such modifications shall be subject to the mutual agreement of the Parties.
15.4. Applicability of Certain Rights. The rights and provisions mentioned in this Agreement and mentioned under the CCPA (California Consumer Privacy Act), CPA (Colorado Privacy Act), CTPDA (Connecticut Data Privacy Act) and VCDPA (Virginia Consumer Data Protection Act) apply solely to residents of the respective states as mandated by the laws of those states. The parties acknowledge that the applicability of these rights is limited to the residents of California, Colorado, Connecticut, and Virginia, respectively.
16. GOVERNING LAW AND JURISDICTION. Except to the extent otherwise specifically required by Data Protection Laws, the provisions of the MSA for governing law and resolution of disputes shall apply to this DPA.
17. CONFLICT. 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.
SCHEDULE 1 – DATA PROCESSING DETAILS
Categories of Data Subjects | Determined by Controller. |
Categories of Personal Data | Determined by Controller save to the extent that Customer acknowledges that data as per Clause 2.3 may not output plain-text sensitive data in Scheduler or task logs; store in XComs, within Runtime images, data pipeline code, or lineage metadata |
Sensitive and special category personal data if applicable) | Determined by Controller as included in Clause 2.3. |
Frequency of the transfer | Ongoing. |
Nature of the Processing | Data orchestration services as further described in the Agreement. |
Purpose of the Processing | Provision of Services to Customer under the Agreement. |
Period for which the Personal data will be retained | For the duration of the Agreement and up to 30 days after the Cessation Date. |
Appointed Subprocessors | As set out at https://trust.astronomer.io/ |
