API Service Agreement

1. Services And Access

API License: Subject to compliance with this Agreement, MiroMind grants you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use our application programming interfaces and related software (the "API") to develop applications or services.

Usage Requirements: You must comply with all documentation and usage limits provided. We reserve the right to monitor your API usage to ensure compliance and maintain service stability.

2. User Content

1. User Content. Customer may be allowed to interact with our Services in a variety of formats (we call these "Inputs"). Our Services may generate responses (we call these "Outputs"), or enable the Services to take actions on your behalf, such as software manipulation, data processing, and system interactions (we call these "Actions"), based on your Inputs. Inputs and Outputs collectively are "Content".

2. Ownership: As between the parties and to the extent permitted by law, Customer owns all Input and Output. MiroMind hereby assigns to Customer all its right, title, and interest (if any) in and to the Output.

3. Non-Training Commitment: MiroMind will not use Content from the API Services to develop or improve our foundational models. We may only use Content to provide the Services, comply with applicable law, and enforce our safety policies.

4. Similarity of Output: Customer acknowledges that the Services may generate the same or similar output for other users. The assignment above does not extend to Output generated for other users.

3. Restrictions

You shall not, and shall not allow third parties to:

1. Model Distillation: Use the Services or Output to develop any artificial intelligence models that compete with MiroMind.

2. Automated Extraction: Use any method to extract data from the Services, including "scraping," "harvesting," or "web crawling," beyond what is permitted by the API documentation.

3. Deception: Represent that Output was human-generated when it was not, or otherwise violate our Acceptable Use Policy.

4. Benchmarking: Disclose the results of any benchmarking of the Services without MiroMind’s prior written consent.

4. Intellectual Property & Open Source

MiroMind IP: MiroMind retains all rights in the Services, including all software, models (including the MiroThinker series), and underlying technology.

Model Architecture: For models based on open-source frameworks, this Agreement governs your API-based access, while the underlying model weights and architecture remain subject to their respective open-source licenses.

5. Indemnification

MiroMind will defend Customer against third-party claims alleging that the API or Output infringes a third party’s intellectual property rights.

Exclusions: This indemnity does not apply if: (i) Customer knew the Output was infringing; (ii) Customer modified the Output; (iii) the infringement arises from Customer’s Input; or (iv) Customer failed to use citation or safety filtering features provided by MiroMind.

6. Disclaimer of Warranties

YOUR USE OF THE SERVICES, MATERIALS, AND ACTIONS IS SOLELY AT YOUR OWN RISK. THE SERVICES, OUTPUTS, AND ACTIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE AND OUR PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, PRIVACY, COMPATIBILITY, NON-INFRINGEMENT, AND ANY WARRANTY IMPLIED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL WE, OUR PROVIDERS, OR OUR OR THEIR RESPECTIVE AFFILIATES, INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE “MIROMIND PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, THE MATERIALS, THE ACTIONS, OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF ANY MIROMIND PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, AND EVEN IF THE DAMAGES ARE FORESEEABLE.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE MIROMIND PARTIES’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, THE MATERIALS, THE ACTIONS, OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID TO US FOR ACCESS TO OR USE OF THE SERVICES (IF ANY) IN THE SIX MONTHS PRECEDING THE DATE SUCH DAMAGES, LOSSES, AND CAUSES OF ACTION FIRST AROSE, AND $100. THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE TERMS, AND WE WOULD NOT OFFER THE SERVICES TO YOU UNDER THESE TERMS WITHOUT THESE LIMITATIONS.

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE MIROMIND PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS; YOUR ACCESS TO, USE OF, OR ALLEGED USE OF THE SERVICES, THE MATERIALS, OR THE ACTIONS; YOUR FEEDBACK; ANY PRODUCTS OR SERVICES THAT YOU DEVELOP, OFFER, OR OTHERWISE MAKE AVAILABLE USING OR OTHERWISE IN CONNECTION WITH THE SERVICES; YOUR VIOLATION OF APPLICABLE LAW OR ANY THIRD-PARTY RIGHT; AND ANY ACTUAL OR ALLEGED FRAUD, INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, OR CRIMINAL ACTS COMMITTED BY YOU OR YOUR EMPLOYEES OR AGENTS. WE RESERVE THE RIGHT TO ENGAGE SEPARATE COUNSEL AND PARTICIPATE IN OR ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU HEREUNDER, IN WHICH CASE YOU AGREE TO COOPERATE WITH US AND SUCH SEPARATE COUNSEL AS WE REASONABLY REQUEST.

THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR CERTAIN TYPES OF DAMAGES, SO SOME OR ALL OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS MAY NOT APPLY TO YOU.

7. General terms

1. Changes to Terms. We are continuously working to develop and improve our Services. We may update these Terms or our Services (or any part thereof) accordingly from time to time. For example, we may make changes to these Terms or the Services due to:

(a) Changes to the law or regulatory requirements;

(b) Security or safety reasons;

(c) Circumstances beyond our reasonable control;

(d) Changes we make in the usual course of developing our Services; or

(e) To adapt to new technologies.

We may notify you of changes to our Terms by updating the Terms on our website, via email to you, and/or through any other means that we believe to be appropriate.

All other changes to these Terms will be effective as soon as these Terms are updated on our website. If you do not agree to the changes, you must immediately stop accessing and using our Services, and must immediately instruct us in writing to terminate your account. If you continue to access and/or use the Services after such notification, you shall be deemed to have agreed to updated Terms.

2. You and Miromind are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

3. We may decide to discontinue our Services without advance notice.

4. Severability. If a particular Term or portion of these Terms is not valid or enforceable, this will have no effect on any other Terms.

5. No waiver. Any delay or failure on our part to enforce a provision of these Terms is not a waiver of our right to enforce them later.

6. Entire agreement. These Terms and any other terms expressly incorporated by reference form the entire agreement between you and us regarding the subject matter of our Terms.

7. No assignment. These Terms may not be transferred or assigned by you without our prior written consent but may be assigned by us without restriction.

8. Governing Law and Dispute Resolution

The Terms and any dispute, action, or claim arising out of or in connection with it, its subject matter, and/or its formation (including tortious or non-contractual disputes, actions, or claims) shall be governed by the laws of Singapore. You hereby irrevocably submit to the exclusive jurisdiction of the courts of Singapore.

9.  How to Contact Us

If you have any questions or comments about the content of this Agreement, you may contact us by sending an email to legal@Miromind.ai.