Terms of Use and Sale

The Miravela platform (hereinafter the “Platform”) is published by MIRAVELA AI, a French single-shareholder simplified joint-stock company (société par actions simplifiée unipersonnelle) with a share capital of 1,000 euros, whose registered office is located at 14 rue du Mail, 75002 Paris, in the process of registration with the Paris Trade and Companies Register, represented by its President, Ms Estée Jaillon (hereinafter “Miravela”).

Publication Director: Ms Estée Jaillon. Contact and support: info@miravela.ai. Legal matters, personal data and reports: legal@miravela.ai.

The Platform's databases, authentication and files are hosted by Supabase Pte. Ltd. (65 Chulia Street #38-02/03, Singapore 049513) on infrastructure located in the Paris region (European Union). The application is run by Vercel Inc. (340 S Lemon Avenue #4133, Walnut, CA 91789, United States).

These general terms of use and sale (hereinafter the “Terms”) apply to any use of the Platform and to any subscription for a Subscription or for Credits. They are reserved for professionals. They are supplemented by the Privacy and Cookie Policy available on the Site, by the Price List set out in Schedule 1 and, where applicable, by Special Conditions.

PART I — GENERAL PROVISIONS

ARTICLE 1 — DEFINITIONS

1.1 The terms below, when capitalised and used in the singular or plural, have the following meanings:

ARTICLE 2 — PURPOSE, ACCEPTANCE AND CONTRACTUAL DOCUMENTS

2.1 The Terms set out the conditions of access to and use of the Platform by the Client, its Users and its Guests (Part II), the conditions of sale of Subscriptions and Credits (Part III), the rules governing confidentiality and data (Part IV) and the liabilities of the parties (Part V).

2.2 The Platform is intended exclusively for professionals (companies, agencies, studios, freelancers) acting in the course of their professional activity. No Space is opened to a consumer. The Client represents and warrants that it is acting for professional purposes and evidences this by its SIRET number, its value added tax identification number or the equivalent registration number in its country of establishment; the provisions of the French Consumer Code do not apply to the Terms.

2.3 Access to the Platform is granted by invitation from Miravela, following a presentation of the Platform and the Client's agreement on the Plan, or, where the Platform so allows, by online registration. Miravela opens the Space and sends the Administrator an invitation to log in to it.

2.4 The Client accepts the Terms before the Order is formed, upon payment of the first instalment or, where Special Conditions are entered into, upon their signature. The Administrator confirms this acceptance upon first logging in to the Space. Each User accepts the Terms upon first logging in to the Space. Guests are informed of the provisions applicable to them by the Client who invites them and, where applicable, by the access conditions displayed on the Client Portal. Any use of the Platform constitutes acceptance of the Terms. The person accepting the Terms on behalf of the Client represents that he or she has the authority to bind it.

2.5 The records made by the Platform (identifier, timestamp, version of the Terms accepted, IP address, audit log) constitute proof of acceptance of the Terms and of their updates, as well as of the operations carried out in the Space. They are retained on a reliable and durable medium within the meaning of Article 1366 of the French Civil Code.

2.6 In the event of any conflict, the contractual documents apply in the following order: the Special Conditions, the Order, the Terms and their Schedule 1, the Documentation. The Privacy and Cookie Policy supplements the Terms for the processing operations for which Miravela is the controller.

2.7 The Terms are drafted in the French language. An English translation is made available for the convenience of Users; in the event of any discrepancy, the French version prevails.

ARTICLE 3 — DESCRIPTION OF THE SERVICE

3.1 The Platform is software provided on a SaaS basis enabling the Client to produce visual content, images and videos, by means of generative artificial intelligence Models orchestrated by the Platform. The Creations are made by the Client, under its direction and on the basis of its instructions, by means of the Platform. Miravela provides a tool and does not, as part of the Service, perform any creative, art direction or production services on behalf of the Client.

3.2 The creation functionalities include, depending on the Plan: reading a brief received (email, transcribed voice note, document, product page or website indicated by its address) and turning it into a structured brief; building a brief in the Platform; interacting with the Agent to define concepts, creative directions and prompts; generating images and videos from text or reference images; instruction-based retouching of an image or video, variations of a single visual and format adaptations; building sequences of images or videos; automatically proposing concepts, carousels, video edits and retouches from photographs imported by the Client, including from a telephone or a photo service; enlargement (upscaling) and background removal, including of imported files; application of Style Elements; building the Brand Kit, including from the Client's website, and applying it automatically.

3.3 The project management functionalities include, depending on the Plan: organising Creations by Folder and by project, selecting and rejecting visuals; the Client Portal; sending email notifications to Guests; copying deliverables to the Client's Google Drive space; downloading individually or as an archive; tracking Credits consumed by Folder, by User and by generation, with a monthly cap per User; managing Users and their roles; the audit log of exports, deletions and access changes.

3.4 Depending on the Plan, the Platform is offered in its standard interface, without customisation (Studio), with an interface in the Client's colours and Custom Agents (Signature), or as a white-label solution with separate Spaces per brand (Enterprise). The content of each Plan is described in Schedule 1.

3.5 For each generation, the Model and the resolution are selected automatically by the Platform from among the available Models or, where the Platform so allows, chosen by the User. By default, each Model is run at the highest quality offered by the Platform for that Model, unless a lower setting is chosen by the User. All Models are accessible in all Plans. Miravela does not guarantee that any particular Model will be maintained.

3.6 The Client may connect to the Space its own accounts on the third-party storage or photo services offered by the Platform, in particular Google Drive, Dropbox and Google Photos, as sources of briefs, photographs and reference files, and a Google Drive account as the destination for the automatic copying of its Creations, arranged by Folder and by project. These connections are activated by the Client, revocable at any time and governed by the terms of the services concerned, to which Miravela is not a party. Miravela accesses only the files designated by the Client and the folders it creates. The Client is responsible for the storage space available on its accounts and for the retention of the content copied to them; a copy directed to a personal account depends on that account.

3.7 Where the Platform so allows, the Client may connect its social media accounts and publish or schedule Creations from the Platform. Publication is carried out on its instruction, from its own accounts and under its sole responsibility, in compliance with the terms of the services concerned, to which Miravela is not a party. Miravela does not disseminate any Creation on its own initiative, does not manage any advertising budget and does not purchase any advertising space. The Platform does not allow the training of a model specific to the Client: consistency of products and characters is achieved through reference images, the Brand Kit, Style Elements and Custom Agents, which operate at the level of instructions and not of the Model.

3.8 Art direction, delegated production and on-demand retouching services do not form part of the Service. They may be offered separately by the Mira Studio agency, on the basis of a quotation, under a separate contract to which the Terms do not apply.

ARTICLE 4 — CHANGES TO THE SERVICE AND THE MODELS

4.1 Miravela develops the Platform and may add, modify or withdraw functionalities. Any new functionality is governed by the Terms; Miravela may make the use of certain functionalities subject to the acceptance of specific terms upon their activation. Where the Platform is accessible via a mobile application, the latter is additionally subject to the terms of the app store through which it is distributed.

4.2 The list of Models offered changes as the Suppliers release them: Models are added, replaced by a more recent version or withdrawn when their Supplier ceases to provide them. The Client accepts that such changes do not constitute an amendment to the Terms and give rise to no right to compensation or termination, provided that the Service retains its essential functionalities, namely the generation, retouching and adaptation of images and videos at the maximum quality of the available Models. Miravela informs Users, in the Platform or by email, of withdrawals of Models of which it has advance knowledge. Credits remain usable on the available Models.

4.3 The Client acknowledges that different Models or versions may produce different results from identical instructions. Miravela guarantees neither the reproducibility of a result nor the continuity of a style between two Models or versions. It is the Client's responsibility to export approved Creations and to keep its settings.

4.4 Miravela may offer functionalities in a test phase, indicated as such. They are provided as is, may be modified or withdrawn at any time and do not commit Miravela as to their continuation.

PART II — TERMS OF USE

ARTICLE 5 — SPACE, USERS AND ROLES

5.1 Each Client has a Space, based on a database dedicated to it. The content of a Space is accessible only to its Users and, solely for the selections shared with them, to its Guests.

5.2 The Space includes the number of Seats included in the Plan, plus any additional Seats subscribed to. Users are designated by the Administrator under one of the following roles: Owner, who manages the Subscription, the Users and the Credit caps and has access to the entire Space; Producer, who produces the Creations; Reviewer, who views and selects. Miravela may change the names and content of the roles.

5.3 The Client organises its Folders by brand. Folders are shared among the Users of the Space; access to a Folder or project may be restricted, the Administrator in all cases retaining access to the entire Space. The archiving or deletion of a Folder does not entail the erasure of the Creations that were attached to it; their erasure is obtained by means of the visual deletion functions or under the conditions of Article 19.5.

5.4 The Client is solely responsible for the designation of its Users and for their acts and omissions on the Platform, and stands surety (se porte fort) for compliance with the Terms by its Users. It informs its Users that their activity on the Platform (Creations, prompts, Credits consumed) is recorded in the Creation History and accessible to the Administrator, and is responsible for the information obligations incumbent upon it in this respect, in particular in its capacity as employer.

5.5 A Client that uses the Platform on behalf of its own clients (agency, studio) remains Miravela's sole Client and is solely responsible for its commitments towards its own clients, in particular for the warranties it grants them in respect of the Creations. Miravela is not a party to the relationships between the Client and its clients and provides them with no service, with the exception of Guests' access to the Client Portal under the conditions of Article 7.

5.6 Miravela accesses the content of a Space only for the purposes of support at the Client's request, maintenance, security, billing or compliance with its legal obligations, through authorised persons bound by confidentiality.

5.7 Several Users may work simultaneously in the Space. In the event of concurrent modifications to the same item, the last save prevails.

ARTICLE 6 — LOGIN CREDENTIALS, CONNECTORS AND SECURITY

6.1 Each Seat is allocated to a single natural person, who authenticates by the means offered by the Platform, in particular Google sign-in and passkeys registered on his or her devices. Login credentials are strictly personal and confidential; sharing them, even occasionally, is prohibited. The Administrator may at any time withdraw a Seat from a User and allocate it to another.

6.2 The Client is responsible for any use of the Platform made by means of its Users' login credentials, whether or not authorised by it, until it has notified Miravela of the loss, theft or compromise of the credentials concerned. Miravela then suspends the access in question and issues new credentials.

6.3 Sharing login credentials constitutes a breach of the Terms. It gives rise, for the period during which it was observed, to the invoicing of the additional Seats corresponding to the persons who used the shared access and, in the event of a repeat breach, to the suspension of the Space under the conditions of Article 13. Miravela reserves the right to implement technical access control measures.

6.4 The Client implements appropriate security measures on its equipment and networks and ensures the strength of its Users' passwords.

6.5 Miravela makes available to the Client a Connector enabling it to access its Space and to trigger actions therein, including generations, from a third-party artificial intelligence assistant. The Connector address has the status of a login credential and must be kept secret: any action and any consumption of Credits carried out through it are deemed to have been carried out by the Client. The Client may renew or revoke this address at any time and shall do so without delay in the event of compromise. The third-party assistant is governed by its own terms; Miravela is responsible neither for its operation nor for the processing it carries out on the content that the Client entrusts to it.

6.6 The Client Connectors that the Client issues to its Guests give read-only access solely to the shared selections and to the approved Creations. They fall under Article 7.

ARTICLE 7 — CLIENT PORTAL AND GUESTS

7.1 A User may invite a person external to the Client, for example the marketing manager of a brand for which that User works, to view, comment on and approve a selection of Creations on the Client Portal and, where the Platform so allows, to send it briefs and files, by means of an Access Link and without creating an account. The Guest has access only to the selections shared with him or her; the Guest has no access to other Folders, prompts or Credits.

7.2 Access to the Client Portal is free of charge for the Guest and does not make the Guest a Client of Miravela. The Guest uses the Client Portal under the responsibility of the Client who invited him or her. Briefs and files that a Guest transmits via the Client Portal are Imported Content of the Client, which is answerable for them to Miravela. The Client sets the period of validity of Access Links, may renew or revoke them at any time and is answerable for their dissemination, any person holding a valid Access Link having access to the shared selections. The Client stands surety (se porte fort) for compliance by its Guests with the provisions of the Terms applicable to them, in particular Articles 12, 14 and 20, and warrants that it is authorised to send them email notifications.

7.3 Comments and approvals issued on the Client Portal bind only the Client and its Guests. Miravela is not a party to their relationships and does not guarantee the contractual effect that the Client and its clients intend to give to such approvals.

7.4 Miravela may make access to the Client Portal subject to the Guest's acceptance of access conditions displayed on the Client Portal.

ARTICLE 8 — AGENT AND AUTOPILOT

8.1 The Agent is an artificial intelligence system, offered in several specialised configurations designed by Miravela and, from the Signature Plan upwards, as Custom Agents. It assists the User in reading and structuring briefs, developing concepts and prompts and using the Platform; it understands and responds in French and English. Its proposals are generated automatically and may contain inaccuracies; the User retains control of and responsibility for the instructions given to the Platform and checks the Agent's proposals before adopting them.

8.2 On the User's instruction, the Agent may itself run several generations in succession without individual validation of each of them (Autopilot). Activation of Autopilot is subject to the User's express acceptance of the provisions of this Article, evidenced by a checkbox upon his or her first login to the Space. Declining Autopilot leaves the rest of the Platform usable, and the User may deactivate it at any time.

8.3 Each generation launched by Autopilot consumes Credits according to the displayed rate schedule. The Client acknowledges and accepts that the Credits so consumed are due and are not restored, whatever the outcome of the generations, subject to Article 16.7, the number of generations carried out depending on the instructions given and on the caps set by the Administrator. Autopilot operates within the limit of the available Credits and of the monthly caps set by the Administrator for each User.

8.4 Users are informed that they are interacting with an artificial intelligence system. Content produced by the Agent constitutes Creations within the meaning of the Terms and falls under Articles 10 and 11.

8.5 The Agent has an Agent Memory, consisting of the facts that Users declare to it and the preferences it infers from activity in the Space, in particular from the Creations kept, downloaded or shared. It is used only for the productions of the Space and may be confined to a Folder. The Client may view it, correct it and delete any element of it at any time, with immediate effect; it is erased together with the Space.

ARTICLE 9 — IMPORTED CONTENT

9.1 The Client retains full ownership of its Imported Content. Miravela claims no rights over it.

9.2 For the purposes of the Service, the Client grants Miravela, on a non-exclusive and royalty-free basis, worldwide and for the term of the Subscription and of the Recovery Period, the right to reproduce, represent and adapt the Imported Content, including: a) its reproduction and storage on the servers of the Platform and of its hosting Suppliers, including for backup purposes, and its copying to the storage services connected by the Client; b) its technical adaptation (resizing, format conversion, compression, removal of location metadata) and, on the Client's instruction, its modification, background removal, upscaling and use as a reference for the generation of Creations by the Models; c) its transmission to the Suppliers of the Models for the duration of the generation; d) its display to Users and Guests in the Space and on the Client Portal. This licence is granted for each item of Imported Content at the time of its import, solely for the purposes of providing the Service, to the exclusion of any other use, in particular any exploitation by Miravela for its own account and any model training. It ends upon the erasure of the Imported Content.

9.3 The Client represents and warrants, for each item of Imported Content:

9.4 The Platform retrieves content from the addresses indicated to it by the Client: brand website, product page, online mood board, shared file. This retrieval is carried out on the Client's instruction and on its behalf. The Client indicates only sources that it operates or that it is authorised to use, and indemnifies Miravela against any claim in this respect. Miravela may refuse or block certain sources.

9.5 The Client authorises Miravela to reproduce its trade marks, logos and visual identity elements solely for the purposes of configuring the interface of the Space in its colours, the Custom Agents and, where applicable, the white-label solution provided for by its Special Conditions, for the term of the Subscription.

9.6 Miravela does not review Imported Content prior to its use and is under no general monitoring obligation. It may remove any Imported Content under the conditions of Article 13.

ARTICLE 10 — CREATIONS

10.1 The Creations are generated by the Models on the basis of the instructions, choices, iterations and selections of the Client and its Users. Miravela's role is limited to the technical orchestration of the Models, hosting and making the functionalities of the Platform available; Miravela exercises no creative choice over the Creations.

10.2 Miravela claims no intellectual property rights over the Creations, including where they were made by means of Miravela Style Elements or Custom Agents, nor over the structured briefs, concepts and prompts developed in the Space with the assistance of the Agent. As between Miravela and the Client, any rights that may exist in the original contributions of a Creation belong to the Client. This allocation is without prejudice to the existence of such rights, or to the rights of third parties in the pre-existing elements incorporated in a Creation or reproduced by it, in particular Imported Content originating from third parties, works, trade marks and distinctive signs, image and personality attributes, which remain governed by the authorisations obtained by the Client in accordance with Article 9.3. The Client is responsible for the ownership of such rights as between itself, its Users, its service providers and its own clients, and for the assignments necessary for that purpose.

10.3 The Client may use, reproduce, modify, publish and exploit the Creations for any lawful purpose, on any medium, throughout the world, including by delivering, assigning or licensing them to its own clients, without mention of Miravela, subject to the Terms and to the rights of third parties. This freedom of use does not depend on the Plan subscribed to. Miravela does not use the Creations, except in the cases provided for in Articles 20 and 26.

10.4 The Client is informed and accepts that Miravela does not guarantee:

10.5 The Client checks each Creation before any use, in particular the absence of resemblance to a real person or a protected character, the absence of third-party trade marks, logos or works, the faithfulness of the products depicted and the compliance of the Creation with the regulations applicable to its use. The Client is solely responsible for the publication and dissemination of the Creations and for compliance with the rules applicable to advertising and commercial communications, in particular those specific to the fashion, beauty and luxury sectors, to retouched images, to regulated products and to commercial influence.

10.6 The Client uses the Creations in compliance with the usage policies of the Suppliers of the Models, referred to in Article 12.

ARTICLE 11 — CREATION HISTORY, MARKING AND TRANSPARENCY

11.1 Miravela retains the Creation History of each Creation throughout the term of the Subscription. The Creation History can be viewed in the Space and exported at any time, in particular in the form of one file per Folder containing, for each Creation, the date, the authoring User, the Model, the prompt, the settings and the visual. Creations not selected are retained together with their Creation History.

11.2 The Creation History is intended to enable the Client to document its creative contribution, namely its instructions, iterations and choices. Miravela does not guarantee that the Creation History is sufficient to establish a person's authorship or the existence of a right in a Creation. It is the Client's responsibility to export the Creation History on which it intends to rely before the end of the Subscription.

11.3 Miravela implements, for content generated by the Platform, the machine-readable marking measures provided for by the regulations applicable to synthetic content, including the markings embedded by the Suppliers of the Models. Creations shared or delivered via the Client Portal bear a notice indicating their artificial nature, and Miravela makes available to the Client, where the Platform so allows, tools enabling the notices required upon their dissemination to be affixed to the Creations. The Client shall not remove, alter or circumvent these markings and the associated metadata.

11.4 The Client is responsible for the information and transparency obligations incumbent upon it when disseminating the Creations, in particular informing the public of the artificial nature of content depicting a real person, place or event, the notices required for commercial communications and commercial influence content, such as the notices “Images retouchées” (retouched images) and “Images virtuelles” (virtual images), and any similar obligation applicable in the countries of dissemination.

ARTICLE 12 — PROHIBITED USES

12.1 The Client shall not, and shall prohibit its Users and its Guests from, using the Platform to:

12.2 The Client further complies with the usage policies of the Suppliers of the Models, the list of which is published at miravela.ai/legal/subprocessors and whose policies are available on their websites. These policies may restrict certain content, in particular the depiction of real persons or public figures, independently of the Terms.

12.3 Content relating to products or services whose advertising is regulated (alcohol, tobacco, gambling, health products, financial products, among others) is produced under the sole responsibility of the Client. Miravela may refuse such content.

12.4 The above list is not exhaustive. Miravela is under no general obligation to monitor content.

ARTICLE 13 — MODERATION, REPORTING AND SUSPENSION

13.1 The Platform and the Models may automatically refuse or interrupt a generation. Miravela may put in place filters and verification measures and refuse any generation that appears to it to be contrary to the Terms or to the policies of the Suppliers. Generations depicting a real person are carried out only with Suppliers that accept them; the use of the image of a real person with certain Models may be subject to verification of that person's identity and consent, carried out by the Supplier concerned under its own terms, on the basis of biometric data processed with the explicit consent of the person. Such refusals give rise to no right to compensation and do not constitute a breach by Miravela. Credits consumed by a generation refused or interrupted because of a request contrary to the Terms or to the policies of the Suppliers remain due.

13.2 Any person, including a third party who considers that content infringes his or her rights, may report it to legal@miravela.ai, stating his or her identity, the content concerned, the right invoked and the grounds for the request. Miravela may, after review, remove the content or make it inaccessible, inform the Client and, where applicable, suspend the access concerned. Miravela incurs no liability for measures taken in good faith following a report.

13.3 Miravela may suspend all or part of the access to the Space, after notification and, save in an emergency, failing remedy within eight days, in the event of a breach by the Client or its Users of Articles 6, 9, 12 or 14, of a risk to the security of the Platform or of non-payment. Suspension suspends neither the Subscription nor the payability of the sums due.

13.4 In the event of a serious or repeated breach, or of a breach not remedied fifteen days after notification, Miravela may terminate the Subscription automatically (de plein droit), without prejudice to any damages. Sums paid remain vested in Miravela and unconsumed Credits are forfeited.

13.5 Miravela cooperates with the competent authorities and may disclose to them the information required by law.

ARTICLE 14 — MIRAVELA'S INTELLECTUAL PROPERTY

14.1 The Platform, its software, interfaces, databases, Agent configurations and Model orchestration methods, the Miravela Style Elements, the Documentation, as well as the Miravela trade mark, the domain names and the graphic elements of the Site, are the exclusive property of Miravela or its licensors and are protected by the French Intellectual Property Code and international conventions.

14.2 Miravela grants the Client, for the term of the Subscription, a personal, non-exclusive, non-assignable and non-transferable right to access and use the Platform, through its Users and its Guests, in accordance with its Plan, the Documentation and the Terms. Making the Platform available on a white-label basis or in the Client's colours confers on the Client no rights in the Platform.

14.3 The Client shall not reproduce, copy, decompile, disassemble, modify, adapt or translate the Platform, create derivative works from it, extract all or part of its content or data, assign it, sub-license it or make it available to third parties, remove proprietary notices or use the Platform to design a competing product or service. The statutory exceptions, in particular those provided for in Article L. 122-6-1 of the French Intellectual Property Code, are exercised under the conditions provided for by law.

14.4 Miravela is free to use, without consideration, the suggestions and feedback that the Client or its Users send to it regarding the Platform.

14.5 The Miravela Style Elements are made available to the Client under the licence provided for in Article 14.2; they may not be extracted, reproduced or provided to third parties outside the Platform. The Client Style Elements belong to the Client; the Client grants Miravela, for the term of the Subscription and of the Recovery Period, a non-exclusive and royalty-free licence to host and run them solely for the purposes of providing the Service, and warrants that they do not infringe the rights of third parties.

14.6 Where the Platform makes it possible to share or offer Style Elements to other clients of Miravela, the Client publishing them grants to the clients adopting them a non-exclusive licence of use within the Platform, on the terms displayed upon publication. Miravela acts as a technical intermediary; the financial terms of such making available, including Miravela's commission, are set by Special Conditions accepted upon activation of the functionality. Miravela may remove any shared Style Element that appears to it to be contrary to the Terms.

PART III — TERMS OF SALE

ARTICLE 15 — PLANS AND ORDER

15.1 Miravela offers three Plans, Studio, Signature and Enterprise, whose price, Period, volume of Monthly Credits, number of included Seats and specific functionalities are described in Schedule 1. The Plans differ in the volume of Credits, the number of Seats, the degree of customisation and the level of assistance; they all give access to all Models at their maximum quality.

15.2 The Order is formed by the Client's confirmation of the Plan, the Period and the additional Seats subscribed to, and by payment of the first instalment by means of the Platform's payment service provider, after acceptance of the Terms under the conditions of Article 2.4. Miravela confirms the Order by email. The Subscription takes effect on the date of that payment.

15.3 The Enterprise Plan may be subscribed to online on the Platform, under the same conditions as the other Plans. The Client may also enter into Special Conditions with Miravela, which set out in particular the number of Seats beyond thirty, the Spaces per brand, the white-label solution, the service level, the billing arrangements and the minimum term commitment; the Subscription then takes effect upon their signature.

15.4 No Plan includes set-up fees.

15.5 Additional Seats may be added at any time by the Administrator, at the price set out in Schedule 1, invoiced prorata temporis until the end of the current Period and then for each Period. An additional Seat may be removed with effect from the end of the current Period.

15.6 Miravela offers neither a free version nor a trial period. Where it grants access free of charge, in particular for testing purposes, such access is governed by the Terms insofar as they are applicable to it and, where applicable, by Special Conditions. Miravela may terminate it at any time and without notice.

15.7 No discount is granted for early payment. Any price reductions granted are set out in the Order or the Special Conditions.

15.8 Miravela may offer promotional, loyalty, referral or launch offers, the conditions of which (duration, benefits, validity of Credits, conditions for combination) are indicated upon subscription or purchase. Unless otherwise stated, these offers may not be combined with one another. Miravela may terminate them for the future at any time, without affecting benefits already acquired.

ARTICLE 16 — CREDITS

16.1 Credits are a prepaid unit of account specific to the Platform. They have no monetary value, may not be exchanged for cash, assigned or transferred to another Space, and are not refundable, save where mandatory statutory provisions or a contrary provision of the Terms provide otherwise.

16.2 Monthly Credits are allocated to the Space at the beginning of each monthly period, including under an annual Subscription, in the amount of the base volume of the Plan increased, where applicable, by the benefits attached to the offers referred to in Article 15.8. Such increases are acquired for as long as the Subscription continues without interruption, including any Pause; any termination brings them to an end, and a new Subscription starts again from the base volume, without the benefit of offers whose period of validity has expired. Unconsumed Monthly Credits are carried over and remain valid for twelve months from their allocation, after which they expire.

16.3 Credit Packs may be purchased at any time by the Administrator, at the prices set out in Schedule 1. They are cumulative with the Monthly Credits and do not expire while the Subscription is in force, save where a shorter period of validity is indicated upon purchase for a Credit Pack acquired under a promotional offer. Credits are consumed in order of their expiry date, Credits with no expiry date last.

16.4 Each generation (image, video, retouch, variation, adaptation, upscaling, background removal) is debited in Credits according to the Model used and, for videos, the duration. The cost in Credits is displayed in the Platform before and after each generation; the necessary Credits are reserved when the generation is launched and adjusted to its actual cost upon its completion. The applicable rate schedule is the one displayed at the time of the generation. It is established on the basis of the actual cost of the Suppliers and its changes reflect changes in those costs; it may change at any time without notice, without such changes affecting the number of Credits already acquired by the Client. The equivalences set out in Schedule 1 are indicative.

16.5 The Client may not consume more Credits than it holds. When the Credits are exhausted, generations are interrupted until a Credit Pack is purchased or the next Monthly Credits are allocated. No usage-based invoicing is issued after the fact.

16.6 The Administrator may set a monthly Credit cap per User. Any consumption of Credits carried out in the Space, including by Autopilot, is deemed authorised by the Client.

16.7 A generation that is not completed for a technical reason attributable to the Platform or to a Supplier, excluding the refusals referred to in Article 13.1, gives rise to no debit or is re-credited. The Client reports any debit anomaly to Miravela within thirty days of the generation concerned.

16.8 The Platform's records relating to the consumption of Credits, in particular the audit log, are authoritative as between the parties.

ARTICLE 17 — PRICES, INVOICING AND PAYMENT

17.1 The prices are those of the Price List in force on the date of the Order or of the renewal. They are expressed in euros exclusive of taxes; value added tax and any other applicable tax are added at the rate and under the conditions in force on the date of invoicing. A Client established outside France provides Miravela with its value added tax identification number or any evidence of its status as a taxable person; any taxes and withholdings due in its country of establishment are borne by the Client.

17.2 Subscriptions and Credit Packs are payable in advance, by bank card, by means of the Platform's payment service provider (Stripe). The Client authorises the automatic debit of each instalment from the registered payment method and undertakes to maintain a valid payment method. The Enterprise Plan may be paid on invoice, by bank transfer at thirty days, under the terms of the Special Conditions.

17.3 Invoices are issued in electronic form and sent to the Administrator by email, which the Client accepts.

17.4 In the event of a failed debit, Miravela informs the Administrator. Failing remedy within eight days, Miravela may suspend access to the Space; failing remedy within thirty days, the Subscription is terminated automatically (de plein droit) under the conditions of Article 13.4. Any sum not paid when due shall automatically (de plein droit) bear interest at the rate applied by the European Central Bank to its most recent refinancing operation, plus ten percentage points, and shall give rise to payment of the fixed indemnity for recovery costs of forty euros provided for in Article L. 441-10 of the French Commercial Code, without prejudice to additional compensation upon production of supporting evidence.

17.5 Miravela may modify the Price List subject to thirty days' notice given to the Administrator. The new price applies to the Period following the expiry of the notice period for monthly Subscriptions, and upon renewal for annual Subscriptions. A Client that does not accept the new price may terminate the Subscription with effect from the end of the current Period. The price of a Credit Pack is the one in force on the date of its purchase.

ARTICLE 18 — TERM, RENEWAL, CHANGE OF PLAN AND TERMINATION

18.1 The monthly Subscription is entered into without any minimum term commitment, for a Period of one month from its effective date, tacitly renewable for successive Periods of one month. The Client may terminate it at any time, through its Administrator, by email sent to info@miravela.ai or by any means made available in the Space; termination takes effect at the end of the current monthly Period, without prorata temporis refund.

18.2 The annual Subscription is entered into for a Period of twelve months, payable in advance at the price set out in Schedule 1, corresponding to ten months paid and two months free. It is tacitly renewable for successive Periods of twelve months, unless terminated by notice given by either party at least thirty days before the end of the current Period. It may not be terminated before its end, save in the event of a breach by the other party, and gives rise to no refund.

18.3 The Client may upgrade to a higher Plan at any time; the change takes effect immediately, the price difference is invoiced prorata temporis for the current Period, and the Monthly Credits and Seats of the new Plan are allocated from the date of the change. A downgrade to a lower Plan takes effect at the end of the current Period for a monthly Subscription, and upon renewal for an annual Subscription. Credits acquired remain acquired.

18.4 Miravela may terminate a Subscription for breach under the conditions of Article 13.4. It may also, in the event of discontinuation of the Service, terminate any Subscription subject to sixty days' notice, with a refund of the portion of the annual price paid in advance for the unperformed period and recovery of the Exportable Data under the conditions of Article 19.

18.5 The Client may terminate the Subscription in the event of a breach by Miravela of an essential obligation not remedied within thirty days of a formal notice, with a refund of the portion of the price paid in advance for the unperformed period.

18.6 The Client may request, through its Administrator, that its Subscription be put on Pause for a total duration of no more than three months per twelve-month period, in whole months. During the Pause, no instalment is debited and no Monthly Credit is allocated; the Space remains accessible to Users and Guests for viewing and export only, without generation; the Credits held and the benefits referred to in Article 15.8 are retained, the period of validity of the Credits being extended by the duration of the Pause; the end date of an annual Subscription is postponed accordingly. The Subscription resumes at the end of the requested duration or, at the Administrator's request, on any earlier date.

ARTICLE 19 — END OF THE SUBSCRIPTION, DATA RECOVERY AND SWITCHING PROVIDERS

19.1 Upon the end of the Subscription, for whatever reason, the generation functions are closed for all Users and the Guests' access ends. Unconsumed Monthly Credits are forfeited. The treatment of Credit Packs is governed by Article 19.6.

19.2 During the Recovery Period, the Administrator retains access to the Space solely for the purpose of exporting the Exportable Data, without a new Subscription and free of charge, by means of the download, archive, Creation History export and Google Drive copy functions. Miravela describes on the Site the structure and formats of the Exportable Data, which are commonly used and machine-readable formats. Subscribing to a new Subscription during the Recovery Period restores full access to the Space and its content.

19.3 The Client may at any time request Miravela, at legal@miravela.ai, to transfer its Exportable Data to another provider or to its own infrastructure. The request specifies the desired start date of the transition, which may not be more than two months after its receipt. The transition lasts thirty calendar days. During the notice period and the transition, the Service continues under the conditions of the Subscription; Miravela provides reasonable assistance, maintains the continuity and security of the Service, informs the Client of known risks to continuity and provides it with the information useful for its exit strategy. If the transition cannot technically be completed within that period, Miravela informs the Client thereof within fourteen working days of the request, stating the reasons for the impossibility and indicating an alternative period which may not exceed seven months. The Client may extend the transition once for the duration it considers appropriate. No charge is invoiced in respect of the switching of provider.

19.4 The Subscription ends upon completion of the transfer, of which Miravela informs the Client, or, if the Client requests only the erasure of its Exportable Data, upon expiry of the notice period. The Recovery Period runs from that date. Switching providers does not release the Client from the price of the current Period, which remains due until its end; the price of an annual Subscription paid in advance is not refunded.

19.5 Upon expiry of the Recovery Period, the Space and its content are erased, backup copies being purged within the following thirty days. Billing data and the records referred to in Article 2.5 are retained for the statutory periods. The Client may at any time request the early erasure of all or part of the content of its Space.

19.6 Credit Packs unconsumed at the end of the Subscription are retained on the Client's account for twelve months and become usable again if a new Subscription is subscribed to within that period; they are forfeited upon its expiry and are in no case refunded. This Article does not apply to Credits forfeited pursuant to Article 13.4 and does not extend the period of validity of Credit Packs acquired under a promotional offer.

19.7 Articles 2.5, 10, 11.2, 14, 20, 21, 25, 28 and 29 survive the end of the Subscription.

PART IV — CONFIDENTIALITY, DATA AND SECURITY

ARTICLE 20 — CONFIDENTIALITY

20.1 The following are confidential: the Imported Content, the Creations, the Creation History, the briefs, the organisation of the Folders and the names of the Client's clients, as well as any non-public information exchanged between the parties, in particular the financial terms of the Special Conditions.

20.2 Miravela undertakes not to disclose the Client's confidential information, to use it only to provide the Service, to limit access to it to the authorised persons referred to in Article 5.6 and to transmit it to the Suppliers only to the extent necessary for generation, under the conditions of Article 21.

20.3 Miravela does not train any artificial intelligence model on the Client's Imported Content, Creations, prompts or briefs, and does not use them either to improve the Platform or to serve another client. Miravela uses the Models through application programming interfaces subscribed to on professional terms which exclude the training of the Models on the data transmitted. For the improvement of the Platform, Miravela uses only aggregated and anonymised usage metrics (functionalities used, errors, volumes), to the exclusion of any creative content. The Agent Memory is specific to the Space and is not used outside it. Miravela records Users' sessions only with their express consent.

20.4 The Client undertakes not to disclose non-public information of Miravela of which it may become aware, in particular special financial terms, the Platform roadmap and information relating to its security.

20.5 Information that has fallen into the public domain through no fault of the receiving party, and information whose disclosure is required by law or by a court decision, is not confidential, the party concerned informing the other thereof to the extent permitted.

20.6 The obligations under this Article apply for the term of the Subscription and for three years after its end.

ARTICLE 21 — PERSONAL DATA

21.1 Miravela processes, as controller, the data relating to Users, to the Client's representatives and to Guests necessary for account management, invoicing, support, the security of the Platform and its business relationships. These processing operations are described in the Privacy and Cookie Policy.

21.2 Miravela processes, as processor of the Client, the personal data contained in the Imported Content and the Creations, as well as the data of Guests and third parties that the Client communicates to it, on behalf of and on the instructions of the Client, solely for the purposes of providing the Service. The Client is the controller of these processing operations; it warrants that it has a legal basis, that it has informed the data subjects, in particular the persons depicted in the Imported Content, its Users and its Guests, and that it communicates no sensitive data, with the exception of biometric data processed by a Supplier for the verification provided for in Article 13.1, with the explicit consent of the data subject. Where the Client itself processes such data on behalf of its own clients, as processor, Miravela acts as sub-processor; the Client is responsible for obtaining the necessary authorisations and instructions from the controller.

21.3 Pursuant to Article 28 of Regulation (EU) 2016/679, Miravela undertakes, for the processing operations referred to in Article 21.2, to:

21.4 Miravela's detailed data processing agreement, made available on the Site in French and English, may be signed at the Client's request, in particular in connection with the Enterprise Plan. Requests relating to personal data are to be sent to legal@miravela.ai.

ARTICLE 22 — HOSTING, SECURITY AND AVAILABILITY

22.1 The databases, authentication and files are hosted in the European Union. The application is run by an infrastructure provider whose functions run as close as possible to the User, in Europe for a European Client. Content is transmitted to the Suppliers of the Models for the duration of the generation.

22.2 Miravela implements the security measures customary for a service of its nature. It carries out backups for the purposes of its operations; the Platform is not an archiving service and the Client remains responsible for regularly backing up its Creations.

22.3 Miravela endeavours to ensure access to the Platform twenty-four hours a day, seven days a week, without any availability commitment, save for a service level agreed in the Special Conditions of the Enterprise Plan. Miravela may interrupt access for maintenance operations, informing Users in advance where possible, or without notice in the event of an emergency or a security risk.

22.4 The Client acknowledges that the operation of the Platform depends on third-party services (Suppliers of the Models, hosting, payment, Google Drive) whose availability and changes are beyond Miravela's control. Miravela is not liable for interruptions, slowdowns, refusals or modifications attributable to those services.

22.5 The Client is responsible for the equipment, software and connection necessary for the use of the Platform.

ARTICLE 23 — SUPPORT AND ASSISTANCE

23.1 All Plans include access to the Documentation, the assistance of the Agent within the Platform and email support at info@miravela.ai, in French and English, on business days, without any commitment as to response time.

23.2 The Signature Plan additionally includes a one-hour onboarding and training session on prompts and best practices, by videoconference. The Enterprise Plan includes weekly sessions, on-site training, a dedicated contact person and a service level, under the terms of the Special Conditions.

23.3 Art direction, delegated production, on-demand retouching and additional training services are not included in the Service and may be offered separately, on the basis of a quotation, outside the Terms.

PART V — LIABILITY AND FINAL PROVISIONS

ARTICLE 24 — WARRANTIES

24.1 Miravela undertakes to provide the Service diligently and in accordance with the Documentation, as a best-efforts obligation (obligation de moyens). The Service is provided as is, without any warranty other than those expressly provided for in the Terms. Miravela guarantees neither any particular creative or commercial result, nor the availability or behaviour of a Model, nor the absence of errors.

24.2 The Client represents and warrants that it is acting for professional purposes and has the necessary powers; that its Users and its Guests are authorised to act on its behalf; that it complies, and ensures compliance, with Articles 9, 10, 11 and 12; that the use and dissemination of the Creations comply with the laws applicable in the countries of dissemination; and that it pays the sums due.

ARTICLE 25 — LIABILITY

25.1 Miravela is liable only for direct and proven damage resulting from a breach of its obligations. It is not liable for indirect damage, in particular loss of turnover, customers, business or data, commercial or reputational harm, the costs of campaigns undertaken on the basis of the Creations and claims by the Client's clients, such damage being deemed indirect.

25.2 Miravela's total liability under the Terms, for all causes combined, is limited, per contractual year, to the amount exclusive of taxes paid by the Client in respect of the Subscription during the twelve months preceding the event giving rise to liability. This limitation does not apply in the event of gross negligence or wilful misconduct, personal injury, or in cases where the law excludes it.

25.3 Miravela is not liable for the Imported Content, the Creations and their exploitation, the acts of Users and Guests, the use of third-party services connected by the Client, interruptions attributable to the Suppliers, or cases of force majeure.

25.4 The Client indemnifies Miravela against any third-party claim, action or judgment, and holds it harmless from all costs, including lawyers' fees, resulting from the Imported Content, the Creations or their exploitation, or from a breach of the Terms by the Client, its Users or its Guests. Miravela informs the Client of any claim and cooperates in its defence.

25.5 Any action against Miravela under the Terms is time-barred after one year from the day on which its holder knew or ought to have known the facts enabling it to be brought.

ARTICLE 26 — COMMERCIAL REFERENCES

26.1 Miravela may cite the Client's name and logo as a commercial reference, on the Site and in its presentation materials, unless the Client objects by notice given at any time by email to info@miravela.ai.

26.2 Miravela does not cite the Client's clients, does not reproduce any Creation or any brief and does not publish any testimonial or client case study without the Client's prior written consent for each use.

ARTICLE 27 — AMENDMENT OF THE TERMS

27.1 Miravela may amend the Terms. Any amendment is notified to the Administrator by email and within the Platform. An amendment that restricts the Client's rights or increases its obligations comes into force at least thirty days after its notification; a Client that does not accept the amendment may give notice of termination of the Subscription before it comes into force, with effect on that date and with a refund of the portion of the annual price paid in advance for the unperformed period. Other amendments, in particular amendments of form, corrections or the addition of functionalities, come into force upon their notification, without giving rise to any right of termination. Continued use of the Platform after an amendment has come into force constitutes acceptance.

27.2 Amendments required by a statutory or regulatory provision may come into force without notice. Changes to the Models are governed by Article 4 and changes to the Price List by Article 17.5.

ARTICLE 28 — MISCELLANEOUS PROVISIONS

28.1 The Terms, their Schedule 1, the Order and, where applicable, the Special Conditions constitute the entire agreement of the parties and supersede any prior document. The Client's general terms of purchase do not apply.

28.2 If any provision of the Terms is declared null and void or unenforceable, the other provisions remain in force and the provision concerned is replaced by a valid provision of equivalent effect.

28.3 The fact that a party does not rely on a breach does not constitute a waiver of its right to rely on it subsequently.

28.4 Miravela may assign or transfer the Terms to any company affiliated with it or that takes over its business, informing the Client thereof. The Client may not assign the Subscription without Miravela's written consent.

28.5 Miravela may use subcontractors for the performance of the Service, for whom it remains responsible, subject to Article 22.4.

28.6 Neither party may be held liable for a failure resulting from a case of force majeure within the meaning of Article 1218 of the French Civil Code. If the case of force majeure continues beyond sixty days, either party may terminate the Subscription without compensation.

28.7 Notices are validly given by email, to the Administrator's address for the Client and to legal@miravela.ai for Miravela.

28.8 The parties are independent; the Terms create no relationship of mandate, partnership or agency between them.

28.9 Each party complies with the applicable regulations on economic sanctions and export controls; Miravela may refuse or suspend access to the Platform where those regulations so require.

ARTICLE 29 — GOVERNING LAW AND JURISDICTION

29.1 The Terms are governed by French law, irrespective of the Client's place of establishment or of the place where the Platform is used.

29.2 The parties shall endeavour to settle amicably any dispute relating to the Terms. Failing agreement within thirty days of notification of the dispute by one party to the other, the dispute may be brought before the competent court.

29.3 FOR CLIENTS HAVING THE STATUS OF MERCHANTS (COMMERÇANTS), ANY DISPUTE RELATING TO THE FORMATION, INTERPRETATION, PERFORMANCE OR TERMINATION OF THE TERMS SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE TRIBUNAL DES ACTIVITÉS ÉCONOMIQUES DE PARIS (PARIS ECONOMIC ACTIVITIES COURT), NOTWITHSTANDING A PLURALITY OF DEFENDANTS OR THIRD-PARTY CLAIMS FOR INDEMNITY, INCLUDING FOR URGENT OR PROTECTIVE PROCEEDINGS, WHETHER IN SUMMARY PROCEEDINGS (EN RÉFÉRÉ) OR UPON EX PARTE APPLICATION (SUR REQUÊTE).

29.4 For other Clients, the competent court is determined in accordance with the ordinary rules of law.

SCHEDULE 1 — PLANS AND PRICE LIST

Prices exclusive of taxes. The Price List may be modified under the conditions of Article 17.5 of the Terms.

Credit Packs, cumulative with any Plan and with no expiry during the Subscription: €45 excl. VAT for 750 Credits; €200 excl. VAT for 3,400 Credits; €700 excl. VAT for 12,250 Credits.

Indicative equivalences: 800 Credits correspond to approximately 400 images, 34 short videos or 3 premium videos, or to any combination of these generations. The actual cost of each generation is displayed in the Platform before and after each generation.