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Memora Data Processing Agreement (DPA)

This Data Processing Agreement ("DPA") forms part of the agreement between Celestical Cloud SAS ("Celestical Cloud", "Processor") and the customer entity entering into this Agreement ("Customer", "Controller"), governing the processing of Personal Data on behalf of Customer under GDPR in connection with the Memora platform and services.

This DPA applies automatically when Customer uses Memora to process Personal Data.

Last updated: 2026-02-05 (February 2026)


1. Definitions

Capitalized terms not defined here have the meaning given in the Terms and Conditions or GDPR.

  • "Controller", "Processor", "Personal Data", "Processing", "Data Subject", "Supervisory Authority" have the meanings in GDPR.
  • "Customer Personal Data" means Personal Data processed by Celestical Cloud on behalf of Customer in connection with the Memora Services.
  • "Subprocessor" means any third party engaged by Celestical Cloud to process Customer Personal Data.
  • "Security Incident" means a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data.

2. Roles and Scope

2.1 Roles. Customer acts as Controller. Celestical Cloud acts as Processor.

2.2 Scope. Celestical Cloud processes Customer Personal Data solely to provide the Memora Services, in accordance with Customer's documented instructions and this DPA.

2.3 Compliance. Both parties shall comply with GDPR and applicable data protection law.


3. Processing Details

Item Description
Subject Matter Provision of Memora AI workspace memory, semantic search, knowledge graphs, third-party connectors, agent runtime, and related APIs
Duration For the duration of the Services and in accordance with statutory retention periods as described in the Privacy Policy
Nature of Processing Ingestion, chunking, embedding, indexing, vector search, retrieval, agent tool execution, logging, and storage
Categories of Data Subjects Workspace members, employees, contractors, and end users of connected tools
Types of Personal Data Workspace communications, documents, metadata, and user identifiers as connected by Customer
Special Categories Not intended; Customer is responsible for compliance if processed

4. Processor Obligations

Celestical Cloud shall:

4.1 Process Customer Personal Data only on documented instructions from Customer, unless required by law.

4.2 Ensure that persons authorized to process Personal Data are bound by confidentiality obligations.

4.3 Implement appropriate technical and organizational measures to protect Personal Data as required by Article 32 GDPR.

4.4 Assist Customer, taking into account the nature of processing, with Data Subject rights requests under Articles 12–23 GDPR, including those submitted to Supervisory Authorities such as CNIL, where applicable.

4.5 Assist Customer with obligations under Articles 32–36 GDPR, including security, breach notification, DPIAs, and consultations with Supervisory Authorities.

4.6 Not use Customer Personal Data for its own purposes or to train public AI models.


5. Security Measures

Celestical Cloud implements and maintains appropriate safeguards including:

  • Encryption in transit (TLS 1.3) and at rest (AES-256)
  • Logical access controls and multi-factor authentication
  • Tenant-level data isolation in ArangoDB and application layers
  • Secure multi-tenant vector indexing and permission scoping
  • Backup, redundancy, and disaster recovery procedures
  • Incident detection, logging, and response procedures
  • Employee confidentiality agreements and security training

Detailed measures may evolve over time consistent with industry standards.


6. Personal Data Breach Notification

Celestical Cloud shall notify Customer without undue delay, and in any event within 72 hours, after becoming aware of a Security Incident affecting Customer Personal Data, and provide reasonable information to enable Customer to meet its GDPR obligations.


7. Subprocessing

7.1 Authorization. Customer grants Celestical Cloud general authorization to engage Subprocessors.

7.2 Transparency. A current list of Subprocessors is maintained at: /legal/subprocessors, updated upon any material change.

7.3 Objections. Customer may object to a new Subprocessor on reasonable data protection grounds within 30 days of notice.

7.4 Flow-Down. Celestical Cloud shall impose materially equivalent data protection obligations on Subprocessors.

7.5 Liability. Celestical Cloud remains responsible for Subprocessors' compliance.


8. International Data Transfers

Celestical Cloud processes and stores Customer Personal Data exclusively within the European Economic Area (EEA) on documented instructions from the Customer and in accordance with GDPR (including Art. 6(1) lawful bases). No Customer Personal Data is transferred or hosted outside the EEA.

Any traffic or requests originating from outside the EEA are under Customer's control. Celestical Cloud is not responsible for the routing, storage, or processing of such external client traffic.

Celestical Cloud does not engage in transfers of Customer Personal Data to countries outside the EEA in the routine provision of the Services.


9. Audits and Compliance

Customer may audit Celestical Cloud's compliance with this DPA once per year upon reasonable notice, subject to confidentiality and security requirements. Independent third-party certifications or audit reports may satisfy this obligation unless a material concern arises.


10. Return and Deletion of Data

Upon termination of the Services, Celestical Cloud shall, at Customer's choice, delete or return Customer Personal Data within a reasonable timeframe unless retention is required by applicable law.


11. Confidentiality

All Customer Personal Data and information relating to this DPA are Confidential Information under the main Agreement.


12. Liability

Liability under this DPA is subject to the limitations and exclusions in the main Terms and Conditions, except where prohibited by applicable law.


13. Governing Law and Jurisdiction

This DPA is governed by the laws of France. The courts of Paris, France shall have exclusive jurisdiction unless mandatory law provides otherwise.


14. Order of Precedence

If there is any conflict between this DPA and the Terms and Conditions, this DPA shall prevail regarding Personal Data processing.


15. Annex I - Processing Details (Article 28(3) GDPR)

  • Subject Matter: Memora AI workspace memory and retrieval platform
  • Duration: Duration of active subscription and statutory retention
  • Nature and Purpose: Hosting, indexing, retrieval, and agent task execution
  • Categories of Data Subjects: Workspace users, employees, contractors
  • Types of Personal Data: As connected and determined by Customer
  • Special Categories: None intended

16. Annex II - Technical and Organizational Measures

Celestical Cloud maintains security measures including:

  • TLS encryption for all data in transit
  • Encryption at rest for databases and vector collections
  • Role-based access controls and organization isolation
  • Multi-factor authentication for administrative access
  • Audit logging and access monitoring
  • Secure development and CI/CD practices
  • Incident response playbooks
  • Logical data isolation between workspace tenants
  • European datacenter colocation with ISO 27001 certified providers

17. Annex III - Subprocessors

A list of subprocessors is maintained at: /legal/subprocessors.


18. Annex IV - Standard Contractual Clauses (Fallback Mechanism)

18.1 Conditional Application. To the extent that Customer Personal Data is transferred outside the EEA to a country not subject to an adequacy decision under GDPR, the parties agree that such transfers shall be governed by the Standard Contractual Clauses adopted by the European Commission pursuant to Article 46(2)(c) GDPR ("SCCs"), which are incorporated by reference into this DPA.

18.2 Module Selection. The applicable SCC module shall be Module Two (Controller → Processor) where Customer is a Controller and Celestical Cloud is a Processor.

18.3 Appendices. The Annexes to this DPA shall serve as Annex I, II, and III of the SCCs respectively.


19. Versioning

Updated versions of this DPA supersede prior versions automatically upon publication.

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