Enterprise Services Agreement
Services, responsibilities and commercial terms for a contracted Mirai engagement.
Published 8 September 2026. Version 2026-09-08-1.
Contract template. Applies only when Mirai and the customer sign an order form expressly incorporating this version. It does not change existing agreements.
1. Parties and order of precedence
The parties are Mirai Talent Inc. (trading as Mirai) and the customer named in the signed order form. The order form identifies the services, permitted users, start date, term, fees and authorized signatories. Neither a sales conversation nor an account registration creates an enterprise commitment.
Mandatory law prevails. For personal data processing, the executed Data Processing Addendum prevails. For asset rights, the signed property agreement, applicable talent consent and released licence scope prevail. Otherwise, an expressly negotiated order-form term prevails over this agreement, followed by the platform Terms of Service. No customer agreement enlarges rights a rightsholder has granted.
2. Services and acceptance
Mirai supplies the Studio, API access, onboarding or other deliverables expressly listed in the order form. The order form must identify any acceptance criteria and review period for custom work. New requirements, integrations or volumes need written agreement. Availability targets, support hours, response times, dedicated staffing and security certifications are not promised unless expressly contracted.
Generation is probabilistic. Outputs may contain errors, identity differences or unwanted elements. The customer must review outputs before use. Policy checks, reference images and provenance records support controls and traceability; they do not guarantee that every output is accurate, lawful or suitable.
3. Customer responsibilities
The customer is responsible for its authorized users, key security, truthful use declarations, and lawful rights to uploaded inputs. It must not upload confidential or regulated data outside the agreed processing scope. It must follow the Acceptable Use Policy and may not bypass authorization, approval, watermark or licence controls.
The customer must obtain any additional product, trademark, music, publicity or other permissions its campaign needs. A licence for a person or character does not clear unrelated rights in an output or authorize endorsement beyond its recorded scope.
4. Fees and billing
The order form states currency, committed fees, included generation, overage rates, invoice timing, payment deadline, applicable taxes, and any prepaid balance or minimum commitment. Generation costs and rights fees are separate unless explicitly bundled. No exclusivity, revenue guarantee or minimum spend arises by implication.
The customer should notify Mirai promptly of a billing dispute with the affected invoice and usage records. The parties will reconcile the disputed amount in good faith; undisputed amounts remain payable. Refund, unused balance and cancellation arrangements follow the order form and mandatory law. Charges already collected through checkout must not be billed a second time as metered usage.
5. Ownership and licences
Each party retains its pre-existing intellectual property. The customer retains rights it holds in its inputs. Mirai receives only the permission needed to process those inputs for the agreed services. Talent and IP owners retain their underlying likeness and property rights.
Draft generation is not a commercial licence. Publication requires the applicable payment, authorization and approval conditions to be met and a released licence covering the specific asset and use. Neither party guarantees that AI output is copyright-protectable or exclusive. Training rights, voice rights, sublicensing and model-weight access are excluded unless separately granted in writing by the relevant rightsholder.
6. Confidentiality and data
Each party will protect the other's non-public business, technical and commercial information with reasonable care, use it only for the engagement, and limit disclosure to people and providers who need it and owe suitable confidentiality duties. This does not cover information lawfully public, independently developed or lawfully received without restriction. Legally required disclosure is permitted, with notice where lawful.
Before processing personal data on the customer's behalf, the parties must complete and execute a DPA identifying the processing scope, providers, locations and safeguards. Mirai's separate account, billing, fraud-prevention and rights-record processing is described in the Privacy Policy. A DPA does not itself authorize likeness generation.
7. Suspension and termination
Mirai may restrict affected access where reasonably necessary to address a security incident, non-payment, unlawful use or withdrawn rights. Where practicable, it will explain the reason and steps for restoration. Suspension should be limited to the affected access or use when feasible.
The order form sets renewal and termination rights. In the absence of a different cure period, either party may terminate for a material breach not cured within 30 days of written notice. On termination, generation access ends and accrued amounts remain due. Valid released licences continue only on their own terms. Data return or deletion follows the executed DPA, applicable retention obligations and the Privacy Policy.
8. Liability and disputes
The warranties, liability limitations and dispute procedure in the platform Terms of Service apply unless the signed order form expressly replaces them. Any negotiated indemnity must identify the protected claim, exclusions, cap and claims procedure. This template does not provide an uncapped indemnity, insurance guarantee or a waiver of rights that cannot lawfully be waived.
Notices should identify the order form and be sent to the contractual contacts, including info@mirai.inc for service matters and legal@mirai.inc for legal matters. Governing law and dispute resolution follow the applicable Terms of Service unless the signed agreement lawfully specifies otherwise.