MirasAI Data Licence Agreement
The complete terms governing access to and use of datasets distributed by MirasAI LLC. This applies to all datasets licensed directly from MirasAI unless superseded by a separately signed agreement.
This MirasAI Data Licence Agreement (this “Agreement”) is entered into by and between MirasAI LLC, an Indiana limited liability company (EIN 41-5163762) with a registered address at [MirasAI LLC Registered Address, Indiana, USA] (“MirasAI,” “Licensor,” or the “Company”), and the individual or entity identified in the applicable Dataset Listing or Order Form as the licensee (“Licensee”). By executing an Order Form, clicking “I Agree,” downloading, accessing, or otherwise using any Licensed Data, Licensee agrees to be bound by this Agreement and any exhibits hereto. MirasAI and Licensee are each a “Party” and together the “Parties.”
MirasAI develops, curates, and commissions datasets and related data compilations for natural language processing, speech, and related technologies, with a particular focus on low-resource South Asian languages. Licensee wishes to obtain a licence to access and use certain of these datasets on the terms set out below.
In consideration of the mutual promises, covenants, and other good and valuable consideration described in this Agreement, the Parties agree as follows:
1. Definitions
“Applicable Laws” means all applicable federal, state, and local laws, statutes, regulations, rules, and other legally binding requirements of any governmental authority with jurisdiction over a Party or the subject matter of this Agreement, including, where applicable, foreign data protection and export control laws.
“Dataset Listing” means the description, specification sheet, or Order Form issued by MirasAI identifying the specific Licensed Data made available to Licensee, including any applicable fees, permitted uses, and delivery method.
“Derived Data” means data that Licensee creates by combining, transforming, aggregating, annotating, or otherwise processing the Licensed Data together with other data, where the resulting data cannot reasonably be used, by any method now known or later developed, to reconstruct, extract, or regenerate the Licensed Data.
“Licensed Data” means the datasets, corpora, recordings, transcriptions, annotations, and other data compilations made available by MirasAI under this Agreement, as further identified in the applicable Dataset Listing.
“Marks” means, with respect to a Party, that Party’s trade names, trademarks, service marks, logos, brand names, and other source identifiers.
“Trained Models and Outputs” means any machine learning models, model weights, algorithms, analyses, or other outputs that Licensee creates, trains, fine-tunes, or validates using the Licensed Data, provided such outputs do not disclose, contain, or allow a third party to reconstruct or discern the Licensed Data.
2. License Grant
Subject to the terms of this Agreement and the applicable Dataset Listing, MirasAI grants Licensee a non-exclusive, non-transferable, non-sublicensable licence, during the Term, to access, copy, store, and process the Licensed Data:
- for Licensee’s internal and commercial business purposes;
- to develop, train, fine-tune, test, validate, and benchmark artificial intelligence, machine learning, and related systems;
- to create Derived Data; and
- to create Trained Models and Outputs.
Licensee may commercialise and otherwise exploit Trained Models and Outputs generated through its authorised use of the Licensed Data, provided that doing so does not disclose, redistribute, or otherwise make the underlying Licensed Data available in violation of this Agreement. For clarity, “Licensed Data” excludes Derived Data and Trained Models and Outputs.
3. Restrictions on Use
Licensee shall not, and shall not permit any third party to:
- reverse engineer, reconstruct, or otherwise attempt to derive the underlying source materials, speakers, contributors, or methodology behind the Licensed Data, beyond what is reasonably necessary for permitted use;
- sell, sublicense, distribute, publish, or otherwise make the Licensed Data available to any third party except as expressly permitted;
- create or distribute any dataset or data product that incorporates, reproduces, or substitutes for the Licensed Data or any substantial portion of it;
- use the Licensed Data to build a product or service designed primarily to reproduce or regenerate the Licensed Data, or to compete with or substitute for MirasAI’s dataset offerings;
- remove or obscure any copyright notice, MirasAI Marks, or attribution accompanying the Licensed Data;
- attempt to re-identify any speaker, contributor, or individual whose data has been de-identified, anonymised, or aggregated within the Licensed Data; or
- use the Licensed Data in a manner that violates Applicable Laws or any third party’s rights.
4. Intellectual Property; Ownership
Licensed Data
As between the Parties, all right, title, and interest in and to the Licensed Data, including all intellectual property rights, remain the sole property of MirasAI (and its licensors and data contributors, as applicable). Except for the limited rights expressly granted in this Agreement, no right, title, or interest in the Licensed Data transfers to Licensee.
Derived Data; Trained Models and Outputs
As between the Parties, Licensee owns all right, title, and interest in Derived Data and Trained Models and Outputs, subject to MirasAI’s ownership of the underlying Licensed Data and the restrictions in this Agreement.
5. Fees and Payment
Licensee shall pay all fees specified in the applicable Dataset Listing or Order Form, in United States Dollars unless otherwise agreed in writing. Unless stated otherwise, fees are due upon execution of the Order Form. All fees are non-cancellable and non-refundable except as expressly provided in this Agreement or required by Applicable Law. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Indiana law.
6. Representations, Warranties, and Disclaimers
Mutual Warranties
Each Party represents that its execution and performance of this Agreement does not conflict with Applicable Laws or any agreement by which it is bound.
MirasAI Warranty
MirasAI represents that it has the rights, licences, and consents necessary to grant Licensee the rights in the Licensed Data set out in this Agreement and the applicable Dataset Listing.
Licensee Warranty
Licensee represents that it will access, use, and otherwise handle the Licensed Data in compliance with this Agreement and all Applicable Laws.
Disclaimer
LICENSEE’S USE OF THE LICENSED DATA IS AT ITS SOLE RISK. THE LICENSED DATA IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MIRASAI DOES NOT WARRANT THAT THE LICENSED DATA WILL BE ERROR-FREE, COMPLETE, OR UNINTERRUPTED, OR THAT IT WILL MEET LICENSEE’S REQUIREMENTS.
7. Data Privacy
To the extent the Licensed Data contains Personal Data (as defined in Exhibit A), the Parties’ processing of that data shall be governed by the Data Processing Addendum attached as Exhibit A, which is incorporated into this Agreement by reference.
8. Indemnification
Licensee shall indemnify, defend, and hold harmless MirasAI, its members, officers, employees, contractors, and agents from any claims, damages, costs, and reasonable attorneys’ fees arising from or relating to: (i) Licensee’s use or misuse of the Licensed Data; (ii) Licensee’s breach of this Agreement; (iii) Licensee’s violation of Applicable Laws; or (iv) any Derived Data, Trained Models and Outputs, or products or services Licensee develops using the Licensed Data. Licensee may not settle any such claim in a manner that imposes liability on MirasAI without MirasAI’s prior written consent.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MIRASAI AND ITS MEMBERS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR LICENSEE’S USE OF THE LICENSED DATA, WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MIRASAI’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE FEES PAID BY LICENSEE TO MIRASAI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (USD $100).
10. Term and Termination
Term
This Agreement commences on the Effective Date specified in the applicable Order Form and continues until terminated under this Section 10.
Termination
MirasAI may terminate this Agreement immediately upon written notice if Licensee materially breaches this Agreement, or may suspend Licensee’s access if MirasAI reasonably believes the Licensed Data has been used, disclosed, or distributed in violation of this Agreement.
Effect of Termination
Upon termination, all rights granted to Licensee with respect to the Licensed Data immediately cease, and Licensee must promptly stop using and permanently delete all copies of the Licensed Data in its possession. Licensee may retain and continue using Derived Data and Trained Models and Outputs created before termination, provided these do not disclose or permit access to the Licensed Data and Licensee otherwise remains in compliance with this Agreement.
Survival
Sections 3, 4, 5, 6, 7, 8, 9, and 11, and any other provision that by its nature should survive, will survive termination or expiration of this Agreement.
11. Miscellaneous
Governing Law. This Agreement is governed by the laws of the State of Indiana, USA, without regard to its conflict-of-laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in Indiana for any dispute arising out of or relating to this Agreement.
Entire Agreement. This Agreement, together with any applicable Dataset Listing or Order Form, constitutes the entire agreement between the Parties and supersedes all prior agreements on the subject matter.
Relationship of the Parties. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the Parties.
Injunctive Relief. Licensee acknowledges that unauthorised disclosure or use of the Licensed Data may cause irreparable harm for which monetary damages would be inadequate, and MirasAI may seek injunctive relief without posting bond.
Force Majeure. MirasAI will not be liable for delay or failure in performance resulting from causes beyond its reasonable control.
No Waiver. No waiver of any term of this Agreement will be deemed a continuing waiver, and MirasAI’s failure to assert any right will not constitute a waiver of that right.
Severability. If any provision of this Agreement is found unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the Parties’ original intent.
Assignment. Licensee may not assign this Agreement without MirasAI’s prior written consent. MirasAI may assign this Agreement without restriction, including in connection with a merger, acquisition, or sale of assets.
Notices. Notices under this Agreement shall be sent by email to the addresses on file for each Party, with confirmation of receipt requested.
Data Processing Addendum
This Data Processing Addendum (“DPA”) is incorporated into and forms part of the Agreement between Licensee and MirasAI LLC (“MirasAI”), each a “Party” and together the “Parties.” This DPA takes precedence over the Agreement to the extent of any conflict regarding the processing of Personal Data. Capitalised terms not defined here have the meaning given in the Agreement or in applicable Data Protection Laws.
A.1 Definitions
“Controller” has the meaning given under the GDPR and other applicable Data Protection Laws.
“Data Protection Laws” means all applicable laws relating to privacy, data protection, and the processing of Personal Data, including, where applicable, the EU General Data Protection Regulation (GDPR), the UK Data Protection Act 2018, the Swiss Federal Act on Data Protection, and applicable U.S. state privacy laws.
“Personal Data” means any information relating to an identified or identifiable natural person that is processed by the Parties in connection with the Licensed Data under the Agreement.
“Process / Processing” means any operation performed on Personal Data, including collection, storage, use, disclosure, or deletion.
“Security Incident” means any accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of, or access to, Personal Data.
A.2 Roles of the Parties
The Parties are independent Controllers of any Personal Data processed under the Agreement. Each Party is solely responsible for its own compliance with Data Protection Laws applicable to its processing activities.
A.3 MirasAI Obligations
MirasAI will use commercially reasonable efforts to ensure any disclosure of Personal Data to Licensee has an appropriate legal basis under applicable Data Protection Laws, and will maintain a publicly available privacy notice describing its processing activities.
A.4 Licensee Obligations
Licensee will process Personal Data only for the purposes permitted under the Agreement and this DPA, and is solely responsible for providing any notices and obtaining any consents required under Data Protection Laws for its own processing. Licensee will promptly forward to MirasAI any request from a data subject relating to Personal Data that MirasAI holds, and will implement appropriate technical and organisational measures to protect Personal Data against a Security Incident.
A.5 International Data Transfers
Where Licensed Data includes Personal Data originating from the European Economic Area, the United Kingdom, or Switzerland, and Licensee receives that data outside those jurisdictions, the Parties agree that the transfer will be governed by the Standard Contractual Clauses (Module One: Controller to Controller) issued by the European Commission, or the UK International Data Transfer Addendum, as applicable, each incorporated into this DPA by reference and completed using the Parties’ details as set out in the applicable Order Form.
A.6 Survival
This DPA survives termination or expiration of the Agreement for as long as Licensee processes Personal Data received under the Agreement.
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