Model Release and Likeness Consent

This Model Release and Likeness Consent Agreement (the “Release”) is entered into between XAN Enterprises Limited, a Hong Kong company (Company Number 80174645) with its registered office at Unit 1603, 16/F, The L. Plaza, 367-375 Queen’s Road Central, Sheung Wan, Hong Kong, trading as Mirai (“Mirai,” “we,” “us”), and the individual who applies to be a Talent on our platform (“you,” “Talent”). It governs how we use your photographs and likeness as reference inputs to AI image generation, and to fulfil commercial bookings from brands (each a “Client”).

By submitting your application, you accept every term below. If you do not agree with any part of this Release, do not submit an application and do not upload your photographs.

In plain English

• You upload your photos. We curate a small set of them into a “canonical kit” — the reference images we pass to a third-party AI generator every time a brand commissions a shot of you. Your photos are not used to train any AI model. Nothing about your likeness is baked into model weights; your images are simply visual references at the moment of each generation.
• You approve every image before it is delivered to a brand. Without your approval, nothing is licensed.
• You earn 80 percent of every licence fee. Mirai keeps 20 percent for the platform, infrastructure, and production.
• You can withdraw consent at any time with 72 hours’ notice. New generations stop. Images already approved and already licensed stay valid for the term the brand paid for, because we cannot recall them from the wild.
• You confirm you are at least eighteen years old and that the photos you upload are of yourself and legally yours to share.

1. Grant of Licence

You grant Mirai a worldwide, non-exclusive, royalty-bearing, sublicensable, limited licence to use, reproduce, modify, adapt, combine, and display your photographs, likeness, name, voice (where applicable), and biographical details (together, the “Likeness Materials”) solely for the purposes described in this Release. This includes: storing a curated set of your photographs as your canonical reference kit; passing those reference photographs to third-party AI generation services (currently OpenAI’s GPT-Image-2 and Google’s Nano Banana 2, both accessed via fal.ai) at the moment a Client commissions an image; generating images and other media featuring your Likeness; delivering those generated images to Clients who have paid a licence fee; and operating, marketing, and improving the Mirai platform (the “Platform”). Your photographs are not used to train, fine-tune, or otherwise create derivative AI model weights.

2. How We Use Your Photos

We use the photographs you submit for two distinct purposes:

• Reference inputs at the time of generation. A curated subset of your photos (your “canonical kit” — a head-and-shoulders headshot, a 45-degree angle, a profile, an expressive shot, and half-body and full-body shots) is stored in our infrastructure and passed as visual references to the AI generator every time a Client commissions an image of you. Your photos are never used to train, fine-tune, or otherwise create AI model weights. We do not sell your photographs to third parties, and we do not contribute them to general-purpose AI training datasets.
• Third-party processors. Your reference photos are transmitted to OpenAI (operator of GPT-Image-2), Google (operator of Nano Banana 2, used as a fallback when GPT-Image-2 is unavailable or declines a generation), and to fal.ai (the routing layer between Mirai and the AI generators) at the moment of each generation. OpenAI’s and Google’s public API policies state they do not use API inputs to train their models. fal.ai stores generations briefly for delivery to Mirai and does not train on them.
• New generation techniques require renewed consent. If Mirai changes its image-generation approach in any way that would use your photographs differently from the reference-input mechanism described above — including any form of fine-tuning, model training, or creation of derivative AI model weights — we will obtain your fresh written consent before applying that approach to your Likeness.
• No persistent parametric representations. Mirai does not retain LoRA weights, fine-tuned model checkpoints, embedding vectors, identity-conditioning artefacts, face-identity vectors, or any other parametric representation of your likeness derived from your photographs. The AI generators process your reference photographs at inference time to produce an output image; no identity-specific data persists in any AI system after a generation is complete. The only data Mirai retains about your likeness is your original reference photographs, which are deleted on a valid deletion request within the period specified in Section 8.
• Portfolio and marketing. A selected subset of your photos, chosen by you during the application process, is displayed on your public Talent profile so Clients can discover and book you.

2a. Biometric and Surveillance Exclusion

Mirai does not use your photographs or likeness for biometric identification, facial recognition, identity verification, authentication systems, surveillance, profiling, or law-enforcement purposes. Your reference photographs are used exclusively to guide AI imagery generation in response to Client commissions — nothing else. Mirai does not knowingly supply your Likeness Materials to any third party for identification or surveillance purposes, and will not do so without separate explicit written consent from you. This section survives termination or revocation of this Release.

3. How Your Likeness Is Used for Brands

When a Client commissions imagery featuring your Likeness, Mirai generates draft images using the AI generator using your canonical kit photographs as visual references. Every generated image enters a draft state and requires your explicit approval before it may be licensed. You may reject any image for any reason. Once approved, the image is released to the Client under the terms of their licence, which specifies the permitted format (Digital or Print + OOH), territory (currently Global), duration (6 months, 12 months, 24 months, or perpetual), and exclusivity (non-exclusive or category-exclusive). You will see the exact licence terms before approving.

Generated images are synthetic works produced by an AI system from reference photographs — they are not photographs of you, and Clients are prohibited from representing them as real photographs of a specific individual. The AI system may render your likeness with variations in expression, pose, styling, hair, background, or environment. By approving an image, you confirm that the representation is acceptable to you in the context of the described licence; you do not warrant that the image is indistinguishable from a real photograph or that it accurately depicts any specific attribute of your real-world appearance beyond your general likeness.

4. Payment Terms

You receive eighty percent (80%) of every licence fee paid by a Client in connection with your Likeness. Mirai retains twenty percent (20%) to cover platform infrastructure, AI compute, payment processing, and production operations. Payments are processed through Stripe Connect. You may request payout on demand once you have cleared the minimum threshold; otherwise payouts are issued weekly. Taxes, withholdings, and any fees charged by your local banking or payment providers are your responsibility. Mirai will furnish the reporting reasonably required for you to declare your earnings in your jurisdiction.

5. Exclusivity and Non-Exclusivity

Unless you and Mirai agree otherwise in writing, your engagement with Mirai is non-exclusive. You are free to work with other agencies, platforms, brands, and employers. When a Client purchases an exclusive licence for a specific image, only the defined exclusivity period and scope (category, territory, channel, duration) applies, as shown to you at the point of approval. The exclusivity of a single licence does not restrict your personal modelling activity outside of that specific scope.

6. Scope of Brand Usage

Clients may only use images of your Likeness within the parameters of the licence they purchased. Licences on Mirai are structured across four dimensions:

• Format. Digital (everything on a screen — paid social, e-commerce, web ads, email, digital OOH) or Print + OOH (magazines, packaging, billboards, transit, in-store).
• Duration. 6 months, 12 months, 24 months, or Perpetual.
• Territory. Global (expanded regions may be added).
• Exclusivity. Non-exclusive (the same image can be licensed to other brands) or Category-exclusive (no other brand in the same vertical may license this image during the term).

Clients are contractually prohibited from using images outside the scope of their licence, from sublicensing or reselling images as standalone assets, from depicting you in contexts that are defamatory, sexually explicit, misleading, or harmful, and from using your Likeness to generate political endorsements, religious endorsements, or health or financial claims without explicit additional consent.

6a. What Clients May and May Not Do to Licensed Images

Once you approve an image and a Client licenses it, the Client may make the following modifications within the scope of their licence:

• Crop, resize, and adjust framing for different placements (web, print, billboard, social).
• Adjust colour, brightness, contrast, and tone curves to match brand guidelines or print specs.
• Composite the image into ad layouts, magazine spreads, and packaging artwork.
• Add text, logos, product overlays, and standard brand typography.

Clients are contractually prohibited from:

• Defamatory, sexually explicit, misleading, or context-distorting modifications.
• Using the licensed image as input to any AI generation system, including image-to-image models, LoRA training, or any other process that produces new images from yours.
• Re-generating new variants or alternate shots of you. New imagery requires a new generation and a new licence.
• Selling, sublicensing, or transferring the image to third parties as a standalone asset.
• Using your Likeness for political endorsements, religious endorsements, or health or financial claims without explicit additional consent from you.

Your approval covers only the specific delivered asset as reviewed by you at the point of approval. Any material modification made to a licensed image by a Client after delivery — including alterations to body, face, context, background, or overlaid copy that would change how the image would reasonably be understood — voids the protections afforded by your approval under this Release and transfers full responsibility for the modified asset to the Client. Mirai bears no liability for modifications made outside the Platform after delivery and will cooperate with any enforcement action you bring against a Client who makes such modifications.

6b. What You Earn — Per-Image Ranges

Mirai pays you 80% of every licence fee. The fee a Client pays per image depends on two choices — format and duration. The ranges below reflect the realistic ends of those choices (6 months at the low end, perpetual at the high end).

• Digital, per image — Client pays $50–$175. You receive $40–$140.
• Print + OOH, per image — Client pays $120–$420. You receive $96–$336.

Category-exclusivity (locking you to one brand in a category) is handled as a separate custom-quoted contract, not a multiplier on per-image fees. Custom contracts pay more — see Section 6d.

6c. What You Earn — Per-Clip Video Ranges

Motion clips are licensed as their own asset, not bundled with the source image. You also earn 80% of every video licence fee. Format options are Digital or Digital + OOH (digital out-of-home screens — billboards, transit, retail panels). Same duration multipliers as images.

• Digital, per clip — Client pays $75–$263. You receive $60–$210.
• Digital + OOH, per clip — Client pays $200–$700. You receive $160–$560.

Every video clip goes through the same per-clip approval flow you use for images. A Client cannot license a clip until you have signed off on it individually, even if they have already licensed the source image.

6d. What You Earn — Campaign Patterns

How many assets a Client books in one campaign varies. Indicative ranges below combine images and clips at typical campaign mixes; your actual earnings depend on what each Client chooses.

• Small DTC brand — typically 3–5 images per launch (paid social, email, product page heroes), sometimes one short clip. Your share: ~$150–$900.
• Boutique seasonal campaign — 10–20 images plus 2–4 clips, mixed Digital and Print + OOH at 12–24 months. Your share: ~$1,000–$8,000.
• Larger brand or agency campaign — 30–50+ images plus 5–10 clips, often Print + OOH on long durations. Your share: ~$10,000–$30,000+.
• Category-exclusivity contract — custom-quoted reservation locking you to one brand in a category for a fixed term. Pricing and your share are negotiated per contract.

No earnings are promised or guaranteed. The figures above are indicative ranges derived from Mirai’s current pricing structure and assumed booking patterns. Your actual income depends entirely on whether and how often Clients book you, at which licence scope, and on platform demand at the time. Past or projected platform performance is not a reliable indicator of future earnings, and Mirai makes no representation that you will earn any specific amount.

7. Exclusion Categories

You may specify, in your Talent settings, categories you do not wish your Likeness to be used for, for example alcohol, gambling, tobacco, cryptocurrency, adult products, pharmaceuticals, firearms, political campaigns, or religious campaigns. Mirai will refuse generation requests from Clients that fall within your exclusion categories. You may update your exclusions at any time. Updates apply to all future generations but do not retroactively revoke licences already purchased.

8. Right to Revoke Consent

You may revoke this Release at any time by emailing legal@miraitalent.ai or by using the withdrawal option in your Talent settings. Within seventy-two (72) hours of receipt of your notice, we will: (a) cease all new image generation using your Likeness; (b) pause your public Talent profile; and (c) delete your canonical kit reference photographs and any internal uploads of your photographs from our infrastructure within thirty (30) days, subject to any legal retention obligations.

The following rules govern what happens to existing uses of your Likeness after revocation takes effect:

• Existing paid licences survive permanently within their purchased scope (format, duration, territory). Clients who have already paid for and received an approved image retain their rights for the full duration they paid for. You will continue to receive your 80% share of those licence fees.
• Live campaigns may continue through their licence duration. Campaigns already running at the time of revocation — including paid advertising, retail packaging in distribution, and scheduled social posts — may continue to run until the licensed duration expires. Clients may not launch new campaigns using your Likeness after the revocation effective date.
• Internal brand archives. Clients may retain licensed imagery in internal compliance archives for legal record-keeping purposes, provided those images are not published or used in new campaigns.
• New generations stop within seventy-two (72) hours of your revocation notice. No new images using your Likeness may be generated after the revocation effective date.
• Unlicensed draft assets are deleted from Mirai’s infrastructure within thirty (30) days of revocation. Drafts that were generated but never approved or licensed are not subject to client survival rights and will be purged.

9. Platform Takedown Rights

Mirai reserves the right to remove, suspend, or decline to generate any image that in its sole judgement: violates our Acceptable Use Policy; depicts minors, nudity, violence, or hate content; impersonates a real person other than you; misrepresents a factual event; violates applicable law; or materially harms your reputation or Mirai’s. We will use reasonable efforts to notify you of a takedown that affects imagery tied to your Likeness.

10. Your Representations

By submitting this Release, you represent and warrant that:

• you are at least eighteen (18) years of age;
• you are the person depicted in every photograph you upload;
• you have the legal right to submit those photographs to Mirai, including any rights held by photographers, agencies, or prior employers;
• no photograph you upload contains a minor, a third party without their consent, or content that violates applicable law;
• you are not subject to any exclusivity or image-rights agreement that would prevent you from granting the licences in this Release.

10a. Independent Contractor Status

You and Mirai are independent contractors. Nothing in this Release creates or implies any employment relationship, agency, partnership, joint venture, or fiduciary relationship between you and Mirai or any of its Clients. You are not guaranteed any minimum bookings, earnings, or level of platform activity. You are solely responsible for your own taxes, social security contributions, professional insurance, and any other obligations arising under the laws of your jurisdiction. Mirai will provide the reporting reasonably necessary for you to make your own tax declarations but will not withhold taxes on your behalf unless required to do so by applicable law.

11. Indemnification

Mirai indemnifies you. Mirai will defend, indemnify, and hold you harmless against any third-party claim, action, demand, or proceeding (including reasonable legal fees) arising from: (a) a Client’s use of a licensed image outside the scope of their paid licence; (b) any defamatory, sexually explicit, misleading, or otherwise prohibited modification of a licensed image by a Client; (c) Mirai’s own breach of this Release; or (d) any unauthorised disclosure or sale of your Likeness Materials by Mirai or its sub-processors. Mirai will conduct the defence at its own cost, will keep you reasonably informed, and will not settle any claim that imposes liability or admits fault on your behalf without your prior written consent.

You indemnify Mirai. You agree to indemnify and hold Mirai harmless from any third-party claim arising from a breach of the representations in Section 10, including claims brought by photographers, agencies, or other rights-holders concerning the photographs you submitted.

Caps and procedure. Each party must give the other prompt written notice of any claim covered by this Section, in any event within thirty (30) days of becoming aware of it. Neither party will be liable to the other for indirect, incidental, special, consequential, or punitive damages.

12. Data Protection

Mirai processes your Likeness Materials in accordance with our Privacy Policy. Your reference photographs are encrypted at rest. Access is limited to authorised Mirai operators and to the third-party AI generators (currently fal.ai, OpenAI, and Google) at the moment of each generation. You may exercise your data rights (access, export, deletion, rectification) at any time. For residents of jurisdictions with mandatory data-protection regimes (UK GDPR, EU GDPR, California CCPA/CPRA, and equivalents), the corresponding rights and notice obligations apply alongside this Release.

13. Governing Law

This Release is governed by the laws of the Hong Kong Special Administrative Region, without regard to its conflict of laws principles.

Dispute resolution. Before filing any legal action, the parties will first attempt to resolve any dispute by good-faith written correspondence within thirty (30) days of either party giving notice of the dispute. If unresolved after that period, the dispute will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under its administered arbitration rules in force at the time of submission. The seat of arbitration will be Hong Kong, the tribunal will consist of one arbitrator, and the language will be English. Notwithstanding the foregoing, either party may seek urgent injunctive relief in the courts of Hong Kong SAR.

Consumer carve-out. Nothing in this Section limits any mandatory rights you have as a consumer in your jurisdiction of residence, and any mandatory consumer-protection law that requires a different forum or procedure will prevail to the extent of that requirement.

14. Changes to this Release

We may update this Release. Material changes will be emailed to you at least thirty (30) days before they take effect. If you do not accept a change, you may revoke consent as described in Section 8. Continued use of the Platform after the effective date constitutes acceptance of the revised Release.

15. Acceptance

By submitting an application to Mirai and by ticking the required consent boxes at submission, you agree to this Release, you confirm that you are at least eighteen years old, and you acknowledge that a timestamped record of your acceptance will be stored with your application.

Contact

Questions about this Release can be sent to legal@miraitalent.ai. Data requests can be sent to privacy@miraitalent.ai.

XAN Enterprises Limited (trading as Mirai)
Company Number 80174645
Unit 1603, 16/F, The L. Plaza, 367-375 Queen’s Road Central
Sheung Wan, Hong Kong