Data Transfers
The parties acknowledge that transfers of Customer Personal Data to Astronuts
Limitation of Liability
Each Party’s liability taken together in the aggregate, arising out of or related to this DPA, whether in contract, tort, or under any other theory of liability, is subject to the limitation of liability provisions of the Agreement.
Conflict
In the event of a conflict or inconsistency between the Agreement, this DPA, and the SCCs, the terms of the following documents will prevail (in order of precedence): the SCCs; then this DPA; and then the Agreement.
Modifications
Astronuts may change this DPA where (a) the change is required to comply with an Applicable Law; or (b) the change is commercially reasonable, does not materially reduce the security of the Services, does not change the scope of Astronuts’s processing of Customer Personal Data, and does not have a material adverse impact on Customer’s rights under this DPA.
Definitions
Capitalized terms not otherwise defined in this DPA or the Agreement have the meanings assigned to them below.
“Controller” means the entity that determines the purposes and means of Processing Personal Data.
“Customer Data” if not defined in the Agreement, means data submitted to the Services for Processing by or on behalf of Customer.
“Customer Personal Data” means the Personal Data contained within Customer Data.
“Data Protection Laws” means data protection or privacy laws and regulations directly applicable to a Party’s Processing of Personal Data under the Agreement, including European Data Protection Laws.
“Data Subject” means the identified or identifiable natural person to whom Personal Data relates.
“Data Subject Request” means a request from a Data Subject exercising a right under Data Protection Laws that relates to Customer Personal Data and identifies Customer.
“EEA” means the European Economic Area.
“European Data Protection Laws” means the GDPR; the UK GDPR; and any national data protection laws, implementing regulations, or binding decisions made under the GDPR or the UK GDPR.
“GDPR” means the General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons regarding the processing of personal data and on the free movement of such data, and repealing of Directive 95/46/EC.
“Personal Data” means any information relating to an identified or identifiable natural person.
“Personal Data Breach” means a breach of Astronuts’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data.
“Process” and “Processing” mean any operation or set of operations which is performed on Personal Data, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.
“Processor” means the entity that Processes Personal Data on behalf of a Controller.
“SCCs” means the standard contractual clauses for international transfers annexed to the European Commission’s commission implementing decision on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679, published on June 4, 2021, including as incorporated into the UK Transfer Addendum, if applicable.
“Subprocessor” means any Processor engaged by Astronuts or an Astronuts Affiliate to Process Customer Personal Data on Astronuts’s or its Affiliate’s behalf while providing the Services.
“Subprocessors List” means the list of Subprocessors available at https://www.astronuts.com/legal/subprocessors/.
“UK” means the United Kingdom.
“UK GDPR” means the EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018.
“UK Transfer Addendum” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, published by the UK Information Commissioner’s Office on March 21, 2022.
Appendix A – Details of Data Transfers A. LIST OF PARTIES Data exporter(s): Name: Customer. Address: The address for Customer associated with its Astronuts account or as otherwise stated in the Agreement. Contact person’s name, position, and contact details: The contact details for Customer associated with its Astronuts account or as otherwise stated in the Agreement. Activities relevant to the data transferred under these Clauses: Processing Personal Data for the purpose of providing, supporting, and improving the Services. Signature and date: The parties agree that execution of the Agreement constitutes execution of this Appendix A by both parties. Role (controller/processor): Processor or Controller. Data importer(s): Name: Astronuts, Inc. Address: 2261 Market Street #10150 San Francisco, CA 94114, USA Contact person’s name, position, and contact details: The contact details for Astronuts as stated in the Agreement. Astronuts’s privacy team can be contacted at support@astronuts.com. Activities relevant to the data transferred under these Clauses: Processing Personal Data for the purpose of providing, supporting, and improving the Services. Signature and date: The parties agree that execution of the Agreement constitutes execution of this Appendix A by both parties. Role (controller/processor): Processor. B. DESCRIPTION OF TRANSFER Categories of data subjects whose personal data is transferred The data subjects may include Customer’s employees, customers, vendors, and end users. Categories of personal data transferred The Personal Data that is sent to Astronuts by, or on behalf of, Customer for the purpose of using the Services. Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures. No sensitive data is transferred. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis). Personal Data is transferred on a continuous basis. Nature of the processing Analysis, storage, and other Services as described in the Agreement, Order(s), DPA, and Documentation. Purpose(s) of the data transfer and further processing For Astronuts to provide, support, and improve the Services. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period Personal Data is retained in accordance with either Customer’s configuration of the Services or the retention schedules outlined in the Documentation. For transfers to (sub-) processors, also specify subject matter, nature, and duration of the processing The subject matter of Personal Data transferred to Subprocessors is Customer Personal Data, which is transferred to Subprocessors to provide, support, and improve the Services, as outlined in the agreements between Customer and Astronuts. C. COMPETENT SUPERVISORY AUTHORITY Identify the competent supervisory authority/ies in accordance with Clause 13 The competent supervisory authority determined in accordance with Data Protection Laws. Appendix B – Technical and Organizational Measures As of the date of this DPA, Astronuts’s technical and organizational measures include the following.
Access Control
Astronuts restricts access to Customer Personal Data to employees with a defined need-to-know or a role requiring such access. Astronuts maintains user access controls that address timely provisioning and de-provisioning of user accounts.
Audit
Astronuts will maintain SSAE 18 SOC 2 certification, or comparable certification, for the term of the Agreement. This certification will be renewed on an annual basis. Upon Customer’s request, Astronuts will provide a summary of its most recent SOC 2 report once every 12 months of the term of the Agreement. Astronuts follows guidelines from ISO 27001, NIST and other industry-standard practices.
Business Continuity
Astronuts maintains business continuity, backup, and disaster recovery plans (“BC/DR Plans”) in order to minimize the loss of service and comply with Applicable Laws. The BC/DR Plans address threats to the Services and any dependencies, and have an established procedure for resuming access to, and use of, the Services. The BC/DR Plans are tested at regular intervals.
Change Control
Astronuts maintains policies and procedures for applying changes to the Services, including underlying infrastructure and system components, to ensure quality standards are being met. Astronuts undergoes a penetration test of its network and Services on an annual basis. Any vulnerabilities found during this testing will be remediated in accordance with Astronuts’s Vulnerability Management Policies and Procedures, and will be assessed on the basis of
Astronuts’s Risk Management Framework.
Astronuts regularly performs vulnerability scans of its network and any vulnerabilities found will be addressed in accordance with Astronuts’s Vulnerability Management Policies and Procedures, and will be assessed on the basis of Astronuts’s Risk Management Framework. Security patches are applied in accordance with Astronuts’s patching schedule. Astronuts maintains an environment for testing and development separate from the production environment.
Data Security
Astronuts maintains technical safeguards and other security measures to ensure the security and confidentiality of Customer Personal Data. Astronuts logically segregates Customer Personal Data in the production environment.
Encryption and Key Management
Astronuts maintains policies and procedures for the management of encryption mechanisms and cryptographic keys in Astronuts’s cryptosystem. Astronuts enlists encryption at rest and in transit between public networks, as applicable, according to industry-standard practice.
Governance and Risk Management
Astronuts maintains an information security program that is reviewed at least annually. Astronuts maintains a risk management program, with risk assessments conducted at least annually.
Administrative Controls
Astronuts uses a third-party to conduct employee background verifications for all Astronuts personnel with access to Customer Personal Data. Astronuts employees are required to complete initial (at-hire) and annual security awareness training. Appendix C – CCPA Terms These CCPA Terms apply when the California Consumer Privacy Act of 2018, Cal. Civ. Code §§1798.100–1798.199.100, as amended, and the CCPA regulations, Cal. Code Regs. §§7000–7304 (together, the “CCPA”) apply to Customer’s use of the Services to process the Personal Information contained in Customer Data (“Covered Information”). For the purpose of these CCPA Terms, the terms “Commercial Purpose”, “Consumer”, “Personal Information”, “Sell”, “Service Provider”, and “Share” have the meanings given to them in the CCPA.
Astronuts’s Obligations. Astronuts will
(a) not Sell or Share Covered Information;
(b) process Covered Information only to provide, support, and improve the Services in accordance with the Agreement or Orders, or as otherwise permitted under the CCPA;
(c) not retain, use, or disclose Covered Information
(i) for any purpose, including any Commercial Purpose, except to provide, support, and improve the Services in accordance with the Agreement or Orders, or as otherwise permitted under the CCPA,
(ii) outside the direct business relationship between Astronuts and Customer, or
(iii) in any way prohibited by the CCPA;
(d) not combine the Covered Information it receives from, or on behalf of, Customer with Personal Information it receives from, or on behalf of, another person or from Astronuts’s own interactions with the Consumer to whom the Personal Information relates, except to the extent a Service provider is permitted to do so under the CCPA;
(e) comply with all applicable obligations under, and provide the same level of privacy protection to Covered Information as required by, the CCPA;
(f) notify Customer if it believes it cannot meet its obligations under the CCPA; and
(g) on Customer’s request and taking into account the nature of the Covered Information processed, provide reasonable assistance to Customer in fulfilling consumer requests made under the CCPA to the extent Customer is unable through its use of the Services to address a particular request on its own. Customer’s Obligations and Rights.
Customer may
(a) only disclose Covered Information to Astronuts for the limited purpose of using the Services in accordance with the Agreement;
(b) audit Astronuts’s compliance with its obligations under these CCPA terms by requesting and reviewing
(i) copies of or extracts from Astronuts’s audit reports related to the security of the Services, or
(ii) other information Astronuts deems is reasonably necessary to demonstrate Astronuts’s compliance; and
(c) upon notice to Astronuts, take reasonable and appropriate steps to stop and remediate any unauthorized use of Covered Information by Astronuts.