Legal

Commercial Licence Agreement

Proposed contract terms · Rendered against Model Release v2026-10-12-2 · 12 October 2026

This proposed form applies only if its exact version is expressly accepted and incorporated into your licence agreement. Publishing this page does not change a licence already purchased. Existing licences remain governed by the terms accepted at purchase and their released scope. Contact legal@mirai.inc to confirm the applicable agreement before relying on any provision below.

This agreement is entered into between Mirai Talent Inc. (trading as Mirai) (“Mirai”), which holds the rights to each model’s likeness under a signed Model Release, and the purchasing client (the “Client”), each time a licence is purchased on the Mirai platform or through the Mirai API. The specific images or video, and the exact scope purchased, are recorded by the platform at the moment the licence is released.

1. The platform record is the agreement

The approved assets, and the approved usage (format, usage, duration, territory and any exclusivity), are populated by the Mirai platform at the point of licence release from the parameters the Client selected at purchase. That platform-generated record is the authoritative and binding statement of what was licensed. Neither party may dispute it on the basis of any prior estimate, draft, or informal communication.

2. Grant

Mirai grants the Client a limited, non-transferable licence to use, reproduce, display and distribute the approved assets solely within the approved usage. No rights exist outside those parameters. Licences may not be sublicensed except to the Client’s service providers (printers, media buyers, publishers, retailers and platform operators) solely to exercise the licensed use on the Client’s behalf.

3. Approved transformations

The approved assets are AI-generated and incorporate the model’s likeness. Approval of an asset constitutes the model’s consent to the following categories of transformation only: pose (repositioning of body or facial orientation), setting (placement within a generated or composited environment), composition (combination with products or other visual elements), and wardrobe (depiction in garments or accessories other than those in the reference photography). Any other category of transformation, including any alteration of the model’s body, silhouette, weight, age, skin or proportions, requires separate written consent from the model and is otherwise prohibited absolutely.

4. Scope vocabulary and rates

Formats. Images: Digital ($50 per image) and Print + OOH ($120 per image). Video: Digital ($75 per clip) and Digital + OOH ($200 per clip). Durations: 6 months (1x), 12 months (1.8x), 24 months (2.5x), 10 years (3.5x). Ten years is the maximum term Mirai offers; no perpetual licence is available.Territory. Digital licences are global by nature. Print and out-of-home licences may be limited to a named region, at the same rate, and the licensed region is recorded on the licence.

5. Client obligations

The Client shall not use the assets in any manner that is illegal, obscene, defamatory, or invasive of privacy; shall not use them for political or religious endorsement, adult content, or unsupported health or financial claims; and shall not use them in any way that defames, ridicules or materially disparages the model, depicts them in distress, or presents them as a “before” or problem state, except under a separate written consent from the model for that specific use.

AI disclosure. For any public-facing use, the Client shall include a clear disclosure that the content is AI-generated, perceivable by an ordinary viewer without specialised tools, no later than the viewer’s first exposure, in every jurisdiction where the assets may reasonably be accessed, including as required by Article 50 of the EU AI Act. Images delivered through Mirai’s licensed-download endpoint carry C2PA content-provenance metadata when production signing is configured; that metadata is a provenance signal and does not by itself satisfy the Client’s visible disclosure obligation.

6. Breach: liquidated damages

Use outside the approved usage owes Mirai, for the model’s account, liquidated damages equal to the original licence fee multiplied by the sum of the applicable multipliers: usage breach 10x, territory breach 10x, duration breach 5x, exclusivity breach 5x, cumulative across categories. The parties agree actual damages from unauthorised use of a real person’s likeness are difficult to quantify and that these amounts are a genuine pre-estimate of loss, not a penalty. They are payable within 30 days of written notice and are in addition to termination, indemnification and injunctive relief. The model’s share of liquidated damages follows the same split as the underlying licence. This schedule governs use beyond a granted licence; wholly unlicensed use, including watermark removal, falls under the per-image amount in the Acceptable Use Policy. Where one act engages both, the greater single amount applies, and the amounts do not stack.

7. Term, withdrawal and expiry

The licence runs for its stated duration from release. A model’s later withdrawal of consent does not invalidate a licence already released; licences run to their recorded expiry and no further. On expiry or termination the Client ceases all use.

8. Intellectual property

Mirai and the model retain all rights in the likeness. The approved assets incorporate the likeness and the Client’s rights in them are limited to this licence. Where the licensed territory includes the United Kingdom, Mirai assigns to the Client such copyright as subsists in the approved assets under section 9(3) of the Copyright, Designs and Patents Act 1988, to the extent required for the licensed use, and no further.

9. Governing law

This agreement is governed by the law of the State of Delaware, U.S.A., with disputes resolved at the Singapore International Arbitration Centre (SIAC), seated in Singapore, consistent with the Terms of Service and the Model Release. If this agreement conflicts with the Terms of Service as to a licence, this agreement prevails for that licence.

Proposed form for legal review. No provision applies retroactively or overrides mandatory law. A licence record must identify the accepted terms, not merely link to a changing website page.