This Data Processing Addendum (“DPA”) forms part of the agreement between A2 Labs, Inc. (d/b/a Makora), 11 E Loop Rd, Suite #381, New York, NY 10044 (“Makora,” “Processor,” “we,” “us”) and the customer identified in the underlying order form or terms of service (“Customer,” “Controller,” “you”), under which we provide hosted model inference and model optimization services (the “Services”).

This DPA is incorporated into and forms part of the Terms of Service. Acceptance of the Terms of Service constitutes acceptance of this DPA, and no separate signature is required. Customers who require a countersigned copy may request one at privacy@makora.com.

This DPA reflects the parties’ agreement on the Processing of Personal Data under Regulation (EU) 2016/679 (“GDPR”), the UK GDPR, the Swiss FADP, the California Consumer Privacy Act as amended (“CCPA”), and other applicable Data Protection Laws.

1. Definitions

Capitalized terms not defined here have the meaning given in the GDPR or the Agreement.

“Data Protection Laws” means all laws applicable to the Processing of Personal Data under the Agreement, including the GDPR, the UK GDPR, the Swiss FADP, and the CCPA.
“Controller,” “Processor,” “Data Subject,” “Personal Data,” “Processing,” “Personal Data Breach,” and “Special Categories of Personal Data” have the meanings given in the GDPR.
“Customer Data” means all prompts, inputs, outputs, completions, embeddings, audio, images, files, system messages, tool calls, and associated account and routing metadata that Customer or its end users submit to, transmit through, or receive from the Services, together with all Personal Data contained therein.
“Customer Personal Data” means Personal Data contained in Customer Data.
“SCCs” means the Standard Contractual Clauses approved by Commission Implementing Decision (EU) 2021/914.
“UK Addendum” means the International Data Transfer Addendum issued by the UK ICO under s.119A of the Data Protection Act 2018.
“Sub-processor” means any third party engaged by us to Process Customer Personal Data.
“Zero Data Retention” or “ZDR” means the configuration described in Section 4.2 under which we Process prompts and completions transiently and do not write them to durable storage.

2. Roles and Scope

2.1 With respect to Customer Personal Data, Customer is the Controller (or a Processor acting on behalf of a third-party controller) and we are the Processor (or Sub-processor).

2.2 We will Process Customer Personal Data only as a Processor, in accordance with Customer’s documented instructions, including as set out in this DPA and the Agreement, and as necessary to provide the Services. We will not Process Customer Data as an independent controller except where expressly required by law, and then only after notice to Customer unless legally prohibited.

2.3 With respect to account administration, billing, payment, tax, support, security, and business contact information collected for our own business operations, we act as a Controller. Our handling of that data is described in our Privacy Policy.

2.4 This DPA applies only to the extent we Process Customer Personal Data subject to Data Protection Laws. Details of the Processing are set out in Annex I. Where Customer is itself a processor for an upstream controller, Customer warrants that it has authority to engage us as a sub-processor and to issue the instructions in this DPA.

Customer Instructions

3.1 We will Process Customer Personal Data only on documented instructions from Customer, including with regard to international transfers, unless required to do otherwise by EU or Member-State law to which we are subject; in that case we will inform Customer of the legal requirement before Processing, unless prohibited by law.

3.2 The Agreement, this DPA, Customer’s configuration of the Services (including retention and endpoint selection), and Customer’s use of the Services constitute Customer’s complete and final documented instructions.

3.3 We will inform Customer if, in our opinion, an instruction infringes Data Protection Laws. This obligation does not require us to provide legal advice and is limited to notifying Customer where an instruction is manifestly unlawful.

3.4 We maintain reasonably accurate records of our Processing of Customer Personal Data, including all records of processing required by Data Protection Laws.

Retention, Zero Data Retention, and Deletion

4.1 Retention principle. Customer Personal Data is retained only as long as necessary to provide the Services and to comply with our legal obligations.

4.2 Zero Data Retention is the default. ZDR applies to all customers and all Services by default. Under ZDR we Process prompts, inputs, outputs, completions, and embeddings transiently — solely to generate and return a response — and do not write that content to durable application storage, including databases, long-term object storage, or backups. To improve performance, an inference cache (for example a prefix or context cache) may hold such content, or values derived from it, in volatile memory or, in some configurations, on local solid-state storage attached to the inference host. Any such on-disk cache content is encrypted at rest through fulldisk encryption, is not part of our durable retained-content stores or backups, and is evicted on a rolling, space-available basis. We do not currently commit to eviction of cached content within a fixed time window.

4.3 Optional retention. Where Customer expressly elects in writing, or through a Service configuration made available for that purpose, to enable retention of prompts and completions (for example for debugging or evaluation), we retain that content for the elected period and in no event longer than 30 days, after which it is deleted under Section 4.5. Absent such an election, Section 4.2 applies.

4.4 Operational metadata. For all configurations, including ZDR, we retain limited operational metadata that does not include the substance of prompts or completions — timestamps, token counts, model and endpoint identifiers, latency, status codes, request and account identifiers, and IP address — for billing, capacity planning, security, abuse prevention, and legal compliance, for up to 12 months.

4.5 Deletion. Customer may request deletion of Customer Data at any time by emailing privacy@makora.com. We delete the requested Customer Data from primary production systems within 30 business days and from backups within 90 days, of the earlier of that request or termination or expiry of the Agreement, and provide written confirmation of deletion on completion, unless applicable law requires continued storage.

5. No Model Training

5.1 We do not use Customer Data — including prompts, inputs, outputs, completions, or embeddings — to train, fine-tune, evaluate, benchmark, redteam, reinforce, or otherwise develop or improve any model, model weights, classifier, or inference service. This applies to every tier and every configuration, with no exceptions.

5.2 We do not retain, use, or disclose data derived from Customer Data, including in de-identified, anonymized, or aggregated form, for any purpose other than: (a) providing the Services; (b) billing reconciliation; (c) capacity planning; (d) security monitoring, abuse detection, and fraud prevention; and (e) compliance with our legal obligations.

5.3 We do not combine Customer Data with data from other customers or sources, and do not use Customer Data to create or improve generalized models, classifiers, benchmarks, safety systems, analytics products, or datasets.

5.4 Where we operate abuse-detection or safety-classification systems that ingest Customer Data, those systems run under the controls in Annex II and their outputs are not retained beyond what is necessary for the safety purpose, and in no case longer than 30 days.

Confidentiality and Personnel

We ensure that persons authorized to Process Customer Personal Data are bound by written confidentiality obligations that survive termination of their engagement, complete security and privacy training within 30 days of hire and at least annually thereafter, and are subject to pre-employment background checks where permitted by law. Access is limited to personnel who need it to provide the Services.

Security Measures

7.1 We implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk, as described in Annex II, including encryption in transit and at rest, access controls, network security, logging and monitoring, and regular testing of measures.

7.2 We will not materially decrease the overall security of the Services during the term of the Agreement.

7.3 Makora maintains a SOC 2 Type II report. A current report is available under NDA on reasonable request, no more than once per 12 months.

Sub-processing

8.1 Customer provides general authorization for us to engage Sub-processors, including Makora affiliates, to Process Customer Personal Data, subject to this Section. The current list of authorized Sub-processors is set out in Annex III.

8.2 We impose on each Sub-processor, by written contract, data-protection obligations no less protective than those in this DPA, and we remain liable for each Sub-processor’s performance to the same extent as if we performed those services ourselves.

8.3 We give Customer at least 30 days’ prior notice of any intended addition or replacement of a Sub-processor, by email to Customer’s designated contact and by updating Annex III. Customer may object on reasonable, documented data-protection grounds within that period. If the parties cannot resolve the objection, Customer may, as its sole remedy, terminate the affected portion of the Services.

Data Subject Rights

9.1 Taking into account the nature of the Processing, we assist Customer by appropriate technical and organizational measures, insofar as possible, in responding to requests from Data Subjects exercising their rights under Data Protection Laws.

9.2 If we receive a request from a Data Subject relating to Customer Personal Data, we will, where legally permitted, notify Customer promptly and in any event within 3 business days, and will not respond directly except to redirect the request to Customer or on Customer’s instruction. Customer, as Controller, is responsible for substantively responding.

Personal Data Breach

10.1 We will notify Customer without undue delay, and in any event within 48 hours, after becoming aware of a Personal Data Breach affecting Customer Personal Data.

10.2 The notification will describe, to the extent known, the nature of the breach, the categories and approximate number of Data Subjects and records concerned, likely consequences, and measures taken or proposed. We will provide reasonable assistance to Customer in meeting its breach-notification obligations to supervisory authorities and Data Subjects.

10.3 These obligations do not apply to incidents caused by Customer or Customer’s end users.

Data Protection Impact Assessments

We provide reasonable assistance with any data protection impact assessments and prior consultations with supervisory authorities that Customer reasonably considers required under Articles 35–36 GDPR, taking into account the nature of the Processing and the information available to us.

Government Access Requests

12.1 If we receive a legally binding request for Customer Personal Data from a government agency, law enforcement authority, or court, we will, unless legally prohibited, promptly notify Customer with a summary of the request. Where notification is prohibited, we will use commercially reasonable efforts to obtain a waiver.

12.2 We will challenge the request where, after careful assessment, we conclude there are reasonable grounds to consider it unlawful. Customer acknowledges that a challenge may not always be reasonable or possible, and that nothing in this DPA requires us to take action that could result in civil or criminal penalty. Where we do not or cannot challenge, we will notify Customer as soon as possible after the access and provide relevant details, unless legally prohibited.

International Transfers

13.1 Customer authorizes us to transfer Customer Personal Data outside the EEA, UK, and Switzerland as necessary to provide the Services, subject to appropriate safeguards.

13.2 SCCs. Where we Process Customer Personal Data originating in the EEA in a country without an adequacy decision, the SCCs are incorporated by reference and apply as follows: Module Two (Controller-to-Processor) applies where Customer is a Controller;

Module Three (Processor-to-Processor) applies where Customer is itself a Processor;
the data exporter is Customer and the data importer is Makora;
Clause 7 (docking) applies;
Clause 9: Option 2 (general written authorization), with the notice period in Section 8.3;
Clause 11 optional redress: does not apply;
Clause 17 governing law: the law of Ireland;
Clause 18 forum: the courts of Ireland;
Annexes I–III to the SCCs are populated by Annexes I–III of this DPA.

13.3 UK transfers. The UK Addendum is incorporated and applies to transfers subject to the UK GDPR, with the SCCs as the “Approved EU SCCs.” Tables 1–3 are populated from the Annexes; Table 4 (“ending this Addendum”) is selected as “neither party.”

13.4 Swiss transfers. For transfers subject to the Swiss FADP, the SCCs apply with references to the GDPR interpreted as the FADP, the competent authority is the FDPIC, and references to EU Member-State courts include Switzerland.

13.5 If our compliance with transfer requirements is affected by circumstances outside our control, including changes affecting the validity of a transfer mechanism, the parties will work together in good faith to resolve the non-compliance.

CCPA and U.S. State Privacy Laws

14.1 We will not: (a) sell or share Personal Data as those terms are defined by Data Protection Laws; (b) combine Personal Data received from or on behalf of Customer with Personal Data from other sources, except as permitted by Data Protection Laws; or (c) retain, use, or disclose Personal Data for any purpose outside the direct business relationship with Customer or as otherwise permitted by Data Protection Laws. We certify that we understand these restrictions and will comply with them.

14.2 We will provide at least the same level of privacy protection as is required of a service provider or contractor under applicable Data Protection Laws, cooperate with legally required assessments, notify Customer promptly if we determine we can no longer comply, and permit Customer on reasonable notice to cease transfers or limit our access in order to mitigate unauthorized use.

Protected Health Information

The Services are not HIPAA-eligible. Customer shall not submit Protected Health Information to the Services unless the parties have executed a separate Business Associate Agreement. Absent an executed BAA, Makora has no obligations under HIPAA with respect to Customer Data.

Audits and Compliance

16.1 We make available to Customer the information reasonably necessary to demonstrate compliance with Article 28 GDPR and allow for and contribute to audits, including inspections, conducted by Customer or an auditor it mandates.

16.2 To minimize disruption, Customer agrees that this obligation is satisfied in the first instance by our provision of relevant third-party audit reports and certifications (for example, SOC 2 Type II). On-site audits are limited to once per 12 months, require 30 days’ notice, occur during business hours, are subject to confidentiality, and exclude access to other customers’ data.

16.3 Customer bears the costs of an audit conducted in the normal course, except where (a) a Personal Data Breach has occurred, (b) the audit identifies a material deficiency in our compliance with this DPA, or (c) the audit is initiated by a regulator, in which cases we bear our own audit-response costs and Customer’s reasonable third-party audit costs.

Liability

Each party’s liability under this DPA is subject to the limitations and exclusions of liability set out in the Agreement. Nothing in this DPA limits liability that cannot be limited under Data Protection Laws.

Term and Termination

This DPA takes effect on the Effective date and continues until we have ceased all Processing of Customer Personal Data. Termination of the Agreement automatically terminates this DPA, subject to surviving obligations, including deletion under Section 4.5.

19. Changes to this DPA

We may update this DPA on 30 days’ notice to comply with Data Protection Laws, to conform with updated Standard Contractual Clauses or equivalent transfer mechanisms, or to reflect material changes in our regulatory obligations. Material changes will be posted on this page with an updated Effective date and, where Customer has subscribed to notifications, sent by email. Customer may object in writing within 30 days; if the parties cannot agree within a further 60 days, either party may terminate the Agreement without penalty

Order of Precedence

In case of conflict, the following order applies: (1) the SCCs and UK Addendum; (2) this DPA; (3) the Privacy Policy; (4) the remainder of the Agreement.

Governing Law

This DPA is governed by the law specified in the Agreement, except where Data Protection Laws or the SCCs require otherwise. Transfer mechanisms are governed by Irish law as stated in Section 13. The Agreement’s general governing law is the State of Delaware, USA.

Annex I — Description of Processing

A. List of Parties

Data Exporter (Controller or Processor): Customer, as identified in the Agreement. Contact: the administrative contact designated by Customer in its account or order form.

Data Importer (Processor): A2 Labs, Inc. (d/b/a Makora), 11 E Loop Rd, Suite #381, New York, NY 10044, United States. Contact: privacy@makora.com.
Activities: providing a hosted open-weight model inference platform and related model optimization services.

B. Description of Transfer

Categories of Data Subjects: Customer’s authenticated users and Customer’s end users of applications, agents, or services that route inference traffic through the Services; and any natural persons whose Personal Data is contained in prompts, inputs, outputs, completions, embeddings, audio, images, files, or other content submitted to or returned by the Services.

Categories of Personal Data: Account and routing metadata (opaque user identifiers, organization identifiers, API key identifiers but not key material, IP address, request timestamps, model identifiers, token counts, request/response sizes); any Personal Data Customer chooses to include in inputs and outputs; and contact information of Customer personnel who administer the integration. Customer controls and is responsible for minimizing the Personal Data placed into inputs.

Special Categories: None intended. Customer should not submit special-category data without appropriate safeguards. Where such data is submitted, it is Processed under the ZDR default and the heightened safeguards in Annex II apply, including encryption in transit and at rest, role-based access control, MFA for administrative access, logging and monitoring, and vulnerability management.

Frequency: Continuous, for the duration of the Agreement.

Nature and Purpose: Completing inference requests, generating model outputs, routing requests and responses, authentication, abuse prevention, security monitoring, debugging, billing reconciliation, capacity planning, and legal compliance — in each case subject to the no-training restriction in Section 5.

Retention: Per Section 4 — prompts and completions are not durably retained under the ZDR default; where retention is expressly enabled, no longer than 30 days; operational metadata up to 12 months. Deletion within 30 business days from primary systems and 90 days from backups.

Sub-processor Processing: See Annex III. Each Sub-processor’s access is restricted to what is strictly necessary to provide the Services, and Subprocessors are prohibited from Processing Customer Personal Data for any other purpose.

C. Competent Supervisory Authority

Where the EU GDPR applies, designated in accordance with Clause 13 of the SCCs. Where the UK GDPR applies, the UK Information Commissioner’s Office. Where Swiss law applies, the Federal Data Protection and Information Commissioner.

Annex II — Technical and Organizational Measures

These measures reflect Makora’s controls as of the Effective date.

1. Information security program. A written program owned by an identified senior security officer, reviewed at least annually and aligned to a recognized framework (SOC 2, ISO/IEC 27001, NIST CSF, or equivalent).

2. Encryption. In transit: TLS 1.2 or higher with strong cipher suites and Perfect Forward Secrecy; TLS 1.3 for external connections to public endpoints; WireGuard (via Tailscale) for internal traffic, supplemented within a single data center by cloud-provider network isolation. Legacy protocols (TLS 1.0/1.1, SSLv3, RC4, 3DES) are disabled. At rest: AES-256 or equivalent for all persisted Customer Data, including the automatic encryption provided by Azure Database for PostgreSQL flexible server. Keys are managed in Azure Key Vault with documented rotation (at least annual) and access controls. Transient on-host inference-cache content, including any spill to local SSD, is encrypted through full-disk encryption and evicted on a rolling, space-available basis.

3. Access control. MFA required for all access to production systems containing Customer Data, with SSO for internal systems. Role-based, least-privilege access with periodic reviews. Direct access to production hardware and raw traffic is PKI-based and restricted through a global ACL in the VPN provider (Tailscale) combined with OS-level controls limiting access to predefined users. Privileged actions logged and monitored. Access revoked within 24 hours of role change or termination. Shared accounts prohibited.

4. Network and infrastructure security. Production infrastructure segmented from corporate and development environments. Public-facing services protected by firewalls, WAF, rate limiting, and DDoS mitigation. Bastion or zero-trust mechanisms for administrative access. Managed secrets store. Logical separation of customer data and request routing between tenants.

5. Logging and monitoring. Centralized logging of authentication events, privileged actions, and access to Customer Data, protected against tampering. Continuous monitoring with documented alerting thresholds and on-call response. Telemetry is metadata-only and excludes the substance of prompts and completions.

6. Vulnerability management. Automated vulnerability scanning of production systems and container images at least monthly. Independent third-party penetration test of the Services at least annually; a summary report or attestation is available under NDA on reasonable request, no more than once per year. Remediation targets: Critical within 30 days, High within 60 days, Medium within 90 days from discovery, except where documented compensating controls are in place. Low-severity findings may be risk-accepted with documented justification.

7. Secure development. Documented SDLC including code review, dependency scanning, secret scanning, and pre-deployment security testing. Production deployments require approval by a person other than the author.

8. Product security. Authentication via API keys, OAuth, or equivalent. Keys and credentials stored using cryptographic hashing or a managed secrets store; plaintext storage prohibited. Rate limiting and abuse detection where technically applicable.

9. Independent audits and certifications. Makora maintains a SOC 2 Type II report (Security trust service criterion). A current report is available under NDA on request, no more than once per year.

10. Incident response. Documented incident response plan and privacy breach response protocol, tested at least annually, with Controller notification within 48 hours of becoming aware of a Personal Data Breach.

11. Resilience. Documented backup, business continuity, and disaster recovery plans. Backups of any persisted Customer Data are encrypted, access-controlled, and tested for restoration at least annually. Current RTO and RPO targets for the inference path are available on reasonable request.

12. Personnel. Written confidentiality agreements, security and privacy training within 30 days of hire and at least annually thereafter, and background checks where permitted by law.

13. Sub-processor management. Documented Sub-processor inventory, risk-based security due diligence before onboarding, and contractual flow-down of obligations no less protective than those in this Annex.

14. Deletion. Defined deletion workflows per Section 4.

15. AI-specific controls. Customer Data is never used to train, fine-tune, evaluate, benchmark, red-team, reinforce, or otherwise develop or improve any model, model weights, or inference service. Abuse-detection and safety-classification outputs are retained no longer than 30 days.

Makora specifics

Item	Detail
Security contact	waleed@mako-dev.com
Privacy and data subject requests	privacy@makora.com
Certifications	SOC 2 Type II (Security)
Primary hosting regions	United States — inference: Los Angeles, CA; account and metadata storage: Microsoft Azure, US East 2
Key management system	Azure Key Vault
Audit log retention	30 days
Zero Data Retention	Default for all customers and all Services
HIPAA-eligible	No

Annex III — Authorized Sub-processors

Sub-processor	Purpose	Location	Notes
Microsoft Azure	Hosting of the main web service; account and retained-content storage; CDN, WAF, and DDoS protection; logging and metrics; transactional email	United States (East 2)	No prompt or completion content stored under ZDR
Amazon Web Services, Inc.	GPU compute and inference infrastructure	United States	Transient processing only under ZDR
TensorWave, Inc.	GPU compute and inference infrastructure	Nevada, United States	Transient processing only under ZDR
Modal Labs, Inc.	GPU compute and inference infrastructure	United States	Transient processing only under ZDR
Hot Aisle Inc.	GPU compute and inference infrastructure	Michigan, United States	Transient processing only under ZDR
Hosted.AI	GPU compute and inference infrastructure	California, United States	Transient processing only under ZDR
Stripe, Inc.	Payment processing	United States / EU	Billing data only
PostHog, Inc.	Dashboard and website analytics	United States	No prompt or completion content