Terms of Service

Effective Date: July 28, 2025

These Terms of Service (“Terms”) govern your access to and use of the Mirako platform, including the Mirako web interface, developer APIs, and all related services (collectively, the “Service”). By accessing or using the Service in any manner, including by creating an Account, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.

1. Definitions

1.1 "Account" means your user account on the Service.

1.2 "API" means any programmatic interface offered by Mirako.

1.3 "Console" means Mirako's web-based graphical user interface (dashboard) through which You access, configure and manage the Service.

1.4 "Input Data" means any text, images, audio or other content you submit.

1.5 "Output" means any images, video, audio or other content the Service generates in response to Input Data.

1.6 "User Content" means Input Data, Outputs and any interactive chat logs.

1.7 "You" or "Your" means the individual or entity registering for or using the Service.

1.8 “Pricing Page” means the web page hosted at mirako.ai/pricing, as updated from time to time. The Pricing Page is incorporated into these Terms by reference and sets forth all current pricing and plan information, which may include, but is not limited to:

  • Details of subscription plans (“Plans”), including token or credit allowances, billing cycles, and renewal, upgrade, and cancellation policies (“Subscription Details”).
  • Pricing for API usage, rates per call, and details related to prepaid Credits.
  • Fees for overages or the purchase of additional tokens (“Top-Up Tokens”).

1.9 "API Key" means the credential you generate in the Console to authenticate and identify your API requests.

1.10 "Credits" means USD-denominated pre-paid credits you purchase and maintain in your Account for use with the Mirako APIs.

1.11 "Premade Voices" means the pre-built, generic text-to-speech voices made available by Mirako through the Service, which may be used by multiple users of the Service.

1.12 “API Documentation” means the technical documentation for the Service’s APIs, hosted at [URL, e.g., docs.mirako.ai], as updated from time to time, which includes but is not limited to usage policies and rate limits. The API Documentation is incorporated into these Terms by reference.

2. Eligibility & Account Registration

2.1 You represent that you are at least the age of majority in your jurisdiction and have full capacity to enter these Terms.

2.2 You shall not register if you are located in, or the intended use is in, any embargoed or sanctioned jurisdiction.

2.3 You agree to provide accurate, complete and current information and to keep it updated.

3. License Grant

Subject to these Terms, Mirako grants you a non-exclusive, non-transferable, revocable license to access and use the Service and Outputs for your internal business purposes.

4. User Obligations

4.1 You alone are responsible for your Account credentials and all activities under your Account.

4.2 You agree to comply with all applicable laws, regulations and these Terms in your use of the Service.

5. Prohibited Uses

You shall not, nor permit any third party to:

  • Reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Service, or tamper with the Service
  • Use the Service for any illegal purpose, or in violation of any local, state, national, or international law or regulation
  • Use the Service to create, disseminate, or promote deep-fakes, impersonate individuals, defame, commit fraud, or engage in any other deceptive practices
  • Generate, upload, transmit, or distribute content that is unlawful, abusive, harassing, defamatory, libelous, obscene, pornographic, profane, threatening, invades privacy or publicity rights, promotes violence, or incites hatred or discrimination
  • Generate, upload, transmit, or distribute content that exploits or endangers children
  • Upload or transmit viruses, malware, worms, Trojan horses, or any other malicious or harmful code or components
  • Violate any third-party right, including but not limited to privacy, publicity, or intellectual property rights (including copyright and trademark rights)
  • Interfere with, disrupt, or circumvent any security features, usage limits (e.g., rate limits), or other protective measures of the Service
  • Use the Service to generate or facilitate spam, chain letters, phishing schemes, or other unsolicited bulk electronic communications

6. Subscription Plans, Tokens & Billing

6.1 Subscription Details Incorporated by Reference

6.1.1 Mirako offers one or more subscription plans ("Plans"). All current Plan names, token or credit allowances, pricing, billing cycles, renewal, upgrade/downgrade, cancellation and overage policies (collectively, the "Subscription Details") are published on the Pricing Page.

6.1.2 By subscribing to or using a Plan, you acknowledge that you have reviewed and accepted the then-current Subscription Details.

6.2 Fees & Payment

6.2.1 You agree to pay all fees in US Dollars (USD) at the rates and on the schedule set forth in the Subscription Details.

6.2.2 You authorize Stripe on behalf of Mirako to charge your chosen payment method automatically in accordance with the Subscription Details.

6.3 Renewal & Cancellation

6.3.1 Unless you cancel before the end of the then-current billing cycle (as described on the Pricing Page), your Plan will auto-renew for the same period at the then-current rate.

6.3.2 To cancel auto-renewal you must follow the instructions on the Pricing Page prior to your renewal date. Cancellation takes effect at the end of the then-current billing cycle; no partial-period refunds will be issued unless required by law.

6.4 Overage, Token Consumption & Expiry

6.4.1 Each generative task consumes tokens at the rates set out in the Subscription Details.

6.4.2 Any tokens remaining at the end of a billing cycle expire automatically, carry no cash value and may not be rolled over.

6.4.3 At the start of each new billing cycle, your token balance will be replenished to the full allotment specified by your Plan.

6.4.4 If you exhaust your token allotment before the end of a billing cycle, you may purchase additional tokens ("Top-Up Tokens") at the rates published on the Pricing Page. All Top-Up Tokens you purchase will be added to your balance immediately upon payment, and any unused Top-Up Tokens expire at the end of the current billing cycle in which they were purchased.

6.5 API Credits, Top-Up & Billing

6.5.1 Credits Purchase

You may top-up your Credit Balance in the portal via Stripe. The minimum top-up is US$10. Credits are prepaid only, non-refundable, and no automatic top-up feature is available.

6.5.2 Credit Balance & Expiry

Credits in your Account generally do not expire as long as your Account remains active and in good standing under these Terms. However, any Credits remaining in your Account will automatically expire and be forfeited without refund if your Account experiences a continuous period of two (2) years of inactivity. "Inactivity" for the purpose of this clause means a continuous two (2) year period during which there has been neither (i) any consumption of Credits through API usage from your Account, nor (ii) any purchase or top-up of additional Credits to your Account.

Furthermore, upon suspension, termination, or closure of your Account for any reason (including, but not limited to, misconduct, violation of these Terms, or at your request), any unused Credits in your Account will be immediately forfeited without refund.

6.5.3 API Key & Usage

You may generate one or more API Keys in the Console. All API calls draw from your single shared Credit Balance across all Keys. Tokens (for Console use) and Credits (for API use) are entirely distinct and non-interchangeable.

6.5.4 Billing & Pricing

By using the API, you agree to the then-current pricing on the Pricing Page. Each successful API call deducts Credits at the rates specified. Any API response returning an HTTP 4xx or 5xx status code is considered unsuccessful and does not incur a charge. No minimum spend or commitment is required.

6.5.5 Disputes & Roll-Backs

If you believe Credits were deducted in error, contact Mirako support. Upon verification, mis-deductions will be promptly restored to your Credit Balance.

6.6 All fees and charges are exclusive of taxes. You are responsible for paying any applicable sales, use, VAT, GST or similar taxes.

6.7 Changes to Subscription Details

6.7.1 Mirako may add, remove or modify Plans or any element of the Subscription Details at any time by updating the Pricing Page.

6.7.2 If we materially decrease the benefits of a Plan you have already purchased, we will notify you at least 30 days in advance and you may cancel your subscription without penalty.

7. Free Trials & Early Access

Any trial or beta features are provided "AS-IS," may be modified or withdrawn at any time, and carry no service-level commitments.

8. Input Data & Output Ownership

8.1 You retain all right, title and interest in your Input Data. You grant Mirako a worldwide, royalty-free license to use Input Data to provide, develop and improve the Service (including model training).

8.2 You own all Outputs generated by You through the Service. As the owner, Your rights to use such Outputs include, but are not limited to, the right to reproduce, distribute, publicly perform, publicly display, modify (e.g., by incorporating them into other works such as videos, presentations, or applications), and otherwise exploit such Outputs for any lawful purpose. This includes use for Your internal business and commercial purposes, in any and all media or formats, whether now known or hereafter developed. All such use must comply with all other terms of this Agreement, including the Prohibited Uses outlined in Section 5. Mirako retains a perpetual, royalty-free license to use Outputs only in anonymized or aggregated form for the sole purpose of service improvement, including model training and refinement.

8.3 Rights to Submitted Media: You represent and warrant that you own or have otherwise secured all rights, licenses, consents and permissions necessary to upload, use and authorize Mirako to process any and all Input Data you submit—including but not limited to photographs, video or audio recordings, likenesses or voices of any person, logos, trademarks, copyrighted materials, and any other third-party content. You further warrant that Mirako's use of such Input Data in accordance with these Terms will not infringe, misappropriate or otherwise violate any third-party rights. You agree to immediately indemnify, defend and hold harmless Mirako and its Affiliates from and against any claims, damages, liabilities, costs or expenses (including reasonable attorneys' fees) arising out of your breach of this Section 8.3.

8.4 Generated Models & Model Artifacts

You acknowledge and agree to the following with respect to any custom voice model ("Generated Model") that Mirako creates or fine-tunes for You through the Service using voice samples You provide as Input Data (e.g., via Mirako's voice cloning API):

8.4.1 Ownership: All Generated Models (including any embeddings, fine-tuned weights or other model artifacts) are and shall remain the exclusive property of Mirako.

8.4.2 Limited License to You: Subject to these Terms, Mirako hereby grants You a non-transferable, revocable, royalty-free license to use each Generated Model created specifically for You. This license permits You, and only You through Your Account, to use that specific Generated Model via the Service (Console or API) to produce Outputs. You may use such Outputs for Your internal business and commercial purposes. You may not export, download, transfer, distribute, sublicense, modify, reverse-engineer or otherwise extract any Generated Model or its weights.

8.4.3 Mirako's Use of Generated Models: Mirako may use Generated Models only (i) to operate, maintain and improve the Service (including for monitoring, debugging, retraining or tuning) and (ii) for aggregate, anonymized research and marketing. Mirako will not use any Generated Model to produce Outputs for any third party or for Mirako's own commercial purposes without your prior, express consent.

8.4.4 No Direct Access: You will not have direct access to the raw parameters, weights, or underlying code of any Generated Model. All interaction with Generated Models must be conducted through the Service interfaces (Console or API).

8.4.5 Indemnity for Model Misuse: You agree to defend, indemnify and hold harmless Mirako and its Affiliates from any claim, loss or liability arising out of your breach of Section 8.4.2 or any attempt to export, modify or reverse-engineer a Generated Model. It is reiterated that Your obligations, representations, warranties, and indemnities under Section 8.3 and Section 9.2 apply fully to any voice samples You provide as Input Data for the creation of a Generated Model. You are solely responsible for ensuring You have all necessary rights and consents for the voice samples You use for cloning.

8.5 Premade Voices

8.5.1 License to Use Premade Voices: Subject to these Terms, Mirako grants You a non-exclusive, non-transferable, revocable license to use the Premade Voices available through the Service solely to generate Outputs via the Service. You may use Outputs generated from Premade Voices for Your internal business purposes and for commercial purposes.

8.5.2 Non-Exclusivity of Premade Voices: You acknowledge that Premade Voices are generic, pre-built voices provided by Mirako and are made available to all users of the Service. Your use of Premade Voices is non-exclusive, and other Mirako users may use the same Premade Voices.

8.5.3 Restrictions: You may not attempt to replicate, reverse-engineer, or extract the Premade Voices themselves. Your use is limited to generating Outputs through the functionalities provided by the Service.

9. Moral Rights; Voice & Likeness

9.1 You waive any moral-rights claims you may have in any Outputs used by Mirako.

9.2 For the avoidance of doubt, your representations and warranties in § 8.3 include, without limitation, that you have obtained all consents and rights required to submit any real person's voice or likeness material.

10. Content Moderation & Takedown

Mirako reserves the right to refuse, remove or disable access to any User Content that violates these Terms or applicable law. We may suspend Accounts for repeat infractions.

11. Transparency & Disclosure

When distributing Outputs to third parties, you agree to clearly disclose that such content was AI-generated where required by law or policy.

12. API Rate Limits & Fair Use

12.1Your access to the Service is subject to fair use policies, including API rate limits as set forth in the API Documentation. You agree to comply with all such published limits.

12.2 Mirako reserves the right to monitor usage and, in its sole discretion, throttle, suspend, or otherwise limit your access if your usage exceeds the limits defined in the API Documentation or is otherwise deemed excessive or abusive.

13. Security & Data Isolation

Mirako implements industry-standard security measures (encryption in transit and at rest, access controls). Data in development or staging environments is logically separated from production.

14. Export Controls & Sanctions

You shall not use or permit use of the Service in violation of export-control or sanctions laws. You represent you are not subject to any embargo or sanctions.

15. Children & Sensitive Uses

The Service is not directed to minors. You shall not use the Service for any medical, legal or other regulated advice without appropriate professional oversight and disclaimers.

16. Service Levels

Mirako aims for 99.99% uptime (excluding scheduled maintenance). Support requests are targeted to be acknowledged within 24 hours. No credits or refunds apply unless separately agreed in writing.

17. Warranties & Disclaimers

THE SERVICE IS PROVIDED "AS-IS" AND "AS-AVAILABLE." MIRAKO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED, MIRAKO'S AGGREGATE LIABILITY FOR ANY CLAIMS RELATED TO OR ARISING OUT OF THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL MIRAKO BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES.

19. Indemnification

You shall defend, indemnify and hold harmless Mirako and its Affiliates from any third-party claim arising from:

  • Your breach of these Terms
  • User Content you submit
  • Your violation of law or third-party rights

20. Suspension & Termination

20.1 Mirako may suspend or terminate your Account for breach, non-payment or at its discretion with 7 days' notice.

20.2 Upon termination, your license rights end. Sections 8–10 and 17–25 survive.

21. Governing Law & Dispute Resolution

21.1 Governing Law. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.

21.2 Dispute Resolution. Any dispute, controversy, difference, or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach, or termination thereof, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

21.3 Arbitration Details. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English. The arbitral award shall be final and binding upon the parties.

22. Assignment

You may not assign these Terms without Mirako's prior written consent. Mirako may assign to an Affiliate or in connection with a merger or sale.

23. Entire Agreement; Severability

These Terms (including any exhibits, policies or order forms) constitute the entire agreement and supersede all prior understandings. If any provision is held invalid, the remainder remains in effect.

Notices

All legal notices must be sent to:

AutoSS Limited
20/F, Harbourside HQ
8 Lam Chak Street, Kowloon Bay
Hong Kong
Email: legal@mirako.ai