VIRTUE MIRAGE — BRAND SERVICE AGREEMENT

Issued by: Virtue Mirage Pty Ltd ABN: 16 697 834 343 ACN: 697 834 343 Contact: hello@virtuemirage.com.au Registered office: Sydney, Australia

Between: Virtue Mirage Pty Ltd ABN [TO INSERT], trading as Virtue Mirage ("Virtue Mirage", "we", "us") of [registered address]

— and —

[BRAND LEGAL ENTITY] ABN/Company No. [TO INSERT] ("the Brand", "you") of [registered address]

(each a "Party"; together the "Parties")

Effective Date: [DATE]

1. Definitions

The following definitions apply throughout this Agreement and any Schedule:

1.1 "Avatar" means an AI-generated digital representation of a Shopper, including the underlying character sheet and any per-Brand styled variants.

1.2 "Brand Data" means information you provide to us about your business — including but not limited to brand assets, product catalogue data, sizing matrices, and Shopper records you choose to share for the purpose of operating the Service.

1.3 "Confidential Information" means any non-public information disclosed by one Party to the other, in any form, that the receiving Party knew or ought to have known was confidential.

1.4 "DPA" means the Data Processing Agreement attached as Schedule 4 and incorporated by reference.

1.5 "Force Majeure Event" means an event beyond a Party's reasonable control including act of God, natural disaster, war, terrorism, civil unrest, government action, pandemic, large-scale internet failure, or failure of a critical sub-processor that no reasonable redundancy plan would have averted.

1.6 "Service" means the Virtue Mirage platform, including the Shopify App, the admin dashboard, the AI pipeline that generates Avatars and try-on imagery, the analytics and reporting capabilities, and the cross-brand network (where the Brand opts in).

1.7 "Shopper" means an end consumer of the Brand who interacts with the Service through the Brand's online store. The Shopper is not a Party to this Agreement.

1.8 "Shopper Personal Information" means personal information about a Shopper that Virtue Mirage processes on the Brand's instructions, as further specified in the DPA.

1.9 "Term" means the period defined in clause 4 of this Agreement.

1.10 "Tier" means one of the published Virtue Mirage subscription plans (Starter / Growth / Studio / Scale / Enterprise) selected by the Brand in Schedule 1.

2. The Service

2.1 Scope

Virtue Mirage will provide the Service to the Brand for the Term of this Agreement, in accordance with the Tier selected in Schedule 1. The functional description of the Service is contained in Schedule 2.

2.2 Acceptance

The Service is deemed accepted by the Brand on the date the Brand's first Shopper successfully creates an Avatar through the Service ("Go-Live Date"). Any defects identified before Go-Live must be raised in writing within 14 days of activation; defects identified after Go-Live are addressed under the support and SLA provisions in clause 8.

2.3 Improvements & changes

Virtue Mirage continuously improves the Service. We may add features, modify the user interface, change underlying models, or alter non-essential aspects of the Service at our discretion. We will provide the Brand with at least 14 days' notice of any change that materially reduces functionality of the Tier the Brand is paying for; in such a case the Brand may terminate without penalty under clause 11.2.

2.4 Beta features

From time to time we may offer beta or preview features. These are clearly labelled and are offered without warranty. The Brand may opt in or out at its discretion. Beta features are not covered by the SLA in clause 8.

3. Fees and payment

3.1 Subscription fee

The Brand will pay the monthly subscription fee for the selected Tier, as set out in Schedule 1, in arrears.

3.2 Avatar cost

Each Shopper who creates a full Avatar in association with the Brand draws 4 compute tokens from the Brand's monthly token allowance (1 token = 1 AI generation). There is no separate per-Avatar dollar fee; avatar creation, try-ons, batch renders, and all other AI generations draw from the same token allowance, as set out in Schedule 1.

3.3 Top-up packs

If the Brand exhausts its plan's monthly token allowance, the Brand may purchase top-up packs at the rates set out in Schedule 1. Top-up packs are available on every plan, any number of times. Top-up tokens do not roll over; they expire 90 days after purchase.

3.4 No upgrade-enforcement cap

There is no cap above which the Brand is required to upgrade. Any plan may purchase top-up packs without limit. A Brand may, of course, choose to move to a larger plan at any time for a lower effective per-token rate.

3.5 Invoicing

Invoices are issued monthly. Payment is due within 14 days of invoice date by bank transfer to the account specified on the invoice. Once the Shopify Billing API integration is enabled for the Brand's account, billing will transition to Shopify Billing without change to pricing.

3.6 Late payment

Late payments incur interest at 1.5% per month or the maximum permitted by law, whichever is lower. Virtue Mirage may suspend the Service if any invoice is more than 30 days overdue, after first providing 7 days' written notice and an opportunity to cure.

3.7 Taxes

Fees are exclusive of any applicable GST, VAT, or sales tax. The Brand is responsible for all such taxes applicable to its jurisdiction. Virtue Mirage will issue tax-compliant invoices.

3.8 Price changes

We will not change the published pricing during the initial Term. For renewal periods we may adjust pricing with 60 days' written notice. If you do not accept the new pricing you may terminate at the end of the current Term without penalty.

4. Term and renewal

4.1 Initial term

This Agreement begins on the Effective Date and continues for an initial period of twelve (12) months ("Initial Term").

4.2 Renewal

At the end of the Initial Term, this Agreement automatically renews for successive 12-month periods unless either Party provides written notice of non-renewal at least 30 days before the renewal date.

4.3 Early termination

Either Party may terminate for material breach under clause 11. The Brand may terminate for convenience after Month 6 of the Initial Term with 30 days' written notice; any pre-paid fees beyond the termination date will be refunded on a pro-rata basis.

5. Customer relationships and data ownership

5.1 Customer relationship

The Shoppers are the Brand's customers. Nothing in this Agreement creates any direct contractual relationship between Virtue Mirage and the Shoppers in their capacity as customers of the Brand. Virtue Mirage does enter into a separate agreement with each Shopper directly (the Virtue Mirage Terms of Service), but only with respect to use of the Service itself.

5.2 Brand Data ownership

The Brand retains all rights, title, and interest in Brand Data. The Brand grants Virtue Mirage a non-exclusive, royalty-free, sub-licensable licence to use, store, process, and display Brand Data for the sole purpose of providing the Service.

5.3 Shopper Personal Information

Virtue Mirage acts as the Brand's data processor with respect to Shopper Personal Information processed in providing the Service. The DPA in Schedule 4 governs that relationship in detail.

5.4 Generated imagery

The AI-generated try-on imagery is licensed to the Brand on a perpetual, non-exclusive, royalty-free basis for use on the Brand's storefront and marketing material during the Term and for 12 months thereafter. The underlying AI model, generation pipeline, and prompts remain the property of Virtue Mirage.

5.5 No sale or resale

The Brand will not resell, sub-licence, or otherwise commercialise the Service or any output of the Service to any third party without the prior written consent of Virtue Mirage.

6. Intellectual property

6.1 Virtue Mirage IP

The Service, including the Shopify App, the platform software, the AI prompts, the model integrations, the admin dashboard, the documentation, and any improvements or derivative works thereof, is and remains the exclusive property of Virtue Mirage Pty Ltd.

6.2 Brand IP

The Brand's logos, product imagery, brand guidelines, marketing materials, and product catalogue data are and remain the exclusive property of the Brand.

6.3 Feedback

If the Brand provides feedback, suggestions, or ideas regarding the Service, the Brand grants Virtue Mirage a perpetual, royalty-free, worldwide, sub-licensable licence to use such feedback in improving the Service, without attribution or compensation.

6.4 No reverse engineering

The Brand will not, and will not permit any third party to, reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.

7. Confidentiality

7.1 Mutual obligation

Each Party will treat the other's Confidential Information as strictly confidential, will not disclose it to any third party without prior written consent, and will use it solely for the purposes of this Agreement.

7.2 Exceptions

Confidential Information does not include information that: (a) was already in the receiving Party's possession before disclosure; (b) becomes publicly available through no breach by the receiving Party; (c) is independently developed by the receiving Party; or (d) is required to be disclosed by law, regulatory order, or court order, in which case the receiving Party will give the disclosing Party prompt notice and reasonable opportunity to seek protective relief.

7.3 Survival

This clause 7 survives termination of this Agreement for a period of three (3) years.

8. Service level agreement

8.1 Availability target

Virtue Mirage targets monthly availability of 99% for the production endpoints serving the Service ("Uptime SLA"). Availability is measured by Virtue Mirage's monitoring tooling, with monthly reports available to the Brand on request.

8.2 Excluded downtime

Scheduled maintenance (announced at least 48 hours in advance), Force Majeure Events, and any downtime caused by the Brand's own systems are excluded from Uptime SLA calculations.

8.3 Latency

Virtue Mirage targets, but does not guarantee: - Bespoke try-on generation: 30–60 seconds wall-clock time per render - Batch pre-render completion: 30–60 minutes per Avatar across a typical 100-product catalogue - Email-when-ready delivery: within 5 minutes of batch completion

8.4 Support

Virtue Mirage will provide email support at hello@virtuemirage.com.au with the following targets:

Support is provided during business hours (AEST 9:00am–6:00pm, Monday–Friday). Out-of-hours coverage is available on the Enterprise plan as set out in Schedule 1.

8.5 Service credits

If Virtue Mirage fails to meet the Uptime SLA in any given month, the Brand is entitled to a service credit equal to: - 5% of the monthly fee if uptime falls below 99% but above 97% - 10% if uptime falls between 95% and 97% - 20% if uptime falls below 95%

Service credits are the Brand's sole remedy for breach of the Uptime SLA. Claims must be made in writing within 30 days of the month in question.

9. Representations and warranties

9.1 Mutual warranties

Each Party warrants that: - It is duly organised, validly existing, and has the corporate authority to enter into this Agreement; - Performance of this Agreement does not violate any other agreement to which it is a party; - It will comply with all applicable laws in the performance of this Agreement.

9.2 Virtue Mirage warranties

Virtue Mirage warrants that: - It will use commercially reasonable efforts to provide the Service in accordance with this Agreement; - The Service does not knowingly infringe any third-party intellectual property right; - It maintains appropriate technical and organisational measures to protect Shopper Personal Information, as detailed in the DPA.

9.3 Brand warranties

The Brand warrants that: - Brand Data and any product images, descriptions, or branding provided to Virtue Mirage are lawful and do not infringe any third-party right; - It has obtained any required consents from Shoppers under applicable privacy law before directing them to the Service; - Its use of the Service complies with applicable consumer protection, advertising, and product-information laws in the jurisdictions where it sells.

9.4 Disclaimer

Except as expressly set out in this clause, the Service is provided "as is" without warranties of any kind. To the maximum extent permitted by law, Virtue Mirage disclaims all implied warranties including merchantability, fitness for a particular purpose, and non-infringement.

10. Limitation of liability

10.1 Aggregate cap

The total aggregate liability of either Party under or in connection with this Agreement is limited to the fees paid by the Brand to Virtue Mirage in the twelve (12) months preceding the event giving rise to liability.

10.2 Excluded damages

Neither Party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or goodwill, regardless of how the loss arose, even if advised of the possibility.

10.3 Carve-outs

The limitations in this clause 10 do not apply to: - Either Party's indemnification obligations under clause 12; - Either Party's breach of confidentiality obligations under clause 7; - The Brand's payment obligations under clause 3; - Any liability that cannot lawfully be excluded.

10.4 Consumer law

Nothing in this clause limits any right that cannot be excluded under the Australian Consumer Law, the UK Consumer Rights Act, the EU Consumer Rights Directive, or equivalent consumer protection legislation applicable to the Brand's jurisdiction.

11. Termination

11.1 For material breach

Either Party may terminate this Agreement immediately on written notice if the other Party commits a material breach that is either incapable of cure or, if capable of cure, is not cured within 14 days of written notice.

11.2 For convenience after material change

If Virtue Mirage materially reduces the functionality of the Tier the Brand is paying for (clause 2.3), the Brand may terminate with 30 days' written notice and is entitled to a pro-rata refund of pre-paid fees.

11.3 Effect of termination

On termination: - The Brand will uninstall the Virtue Mirage Shopify app; - Virtue Mirage will, within 30 days, delete the Brand's brand-side data, including all pre-rendered images stored for the Brand; - Shopper-side data (the Shopper's Digital Twin in the Virtue Mirage network) is retained for as long as the Shopper continues to use it on any other brand, subject to the Shopper's own deletion rights under the Privacy Policy; - Any unpaid fees for service consumed before termination remain payable; - Each Party will return or destroy the other Party's Confidential Information at the disclosing Party's option.

11.4 Survival

Clauses 5 (Customer relationships), 6 (IP), 7 (Confidentiality), 10 (Liability), 11.3 (Effect of termination), 12 (Indemnity), 14 (Notices), 15 (Governing law) and any clause that by its nature should survive, survive termination.

12. Indemnification

12.1 Virtue Mirage indemnity

Virtue Mirage will defend and indemnify the Brand against any third-party claim that the Service, when used as permitted under this Agreement, infringes a third party's intellectual property right. The Brand must give Virtue Mirage prompt notice of the claim, control of the defence, and reasonable cooperation. The Brand is not entitled to settle any claim without Virtue Mirage's written consent.

12.2 Brand indemnity

The Brand will defend and indemnify Virtue Mirage against any third-party claim arising out of (a) Brand Data, (b) the Brand's use of the Service in violation of this Agreement or applicable law, or (c) the Brand's misrepresentation to its Shoppers about the nature or operation of the Service.

12.3 Cap on indemnity

The aggregate indemnity obligations of each Party are subject to the limitation in clause 10.1.

13. Force Majeure

Neither Party is liable for any delay or failure to perform obligations under this Agreement (other than payment obligations) to the extent the delay or failure is caused by a Force Majeure Event. The affected Party will notify the other Party as soon as practicable and use commercially reasonable efforts to resume performance.

14. Notices

14.1 Email notices

Routine operational notices may be given by email to the addresses specified in Schedule 1.

14.2 Formal legal notices

Legal notices (including breach notices and termination notices) must be in writing and sent by email and by registered post to the addresses specified in Schedule 1. A notice is deemed received on the earlier of (a) confirmation of email receipt or (b) two business days after registered post.

15. Governing law and dispute resolution

15.1 This Agreement is governed by the law of New South Wales, Australia.

15.2 The Parties will first attempt to resolve any dispute in good faith through direct discussion between their senior representatives within 14 days of written notice of the dispute.

15.3 If unresolved, the dispute will be referred to mediation under the Resolution Institute Mediation Rules. Each Party bears its own costs of mediation; mediator's fees are shared equally.

15.4 If mediation does not resolve the dispute within 60 days, either Party may commence proceedings in the courts of New South Wales, which have exclusive jurisdiction.

16. General

16.1 Order of precedence

In the event of inconsistency between this Agreement and any Schedule, the body of this Agreement prevails unless the Schedule expressly states it is intended to override.

16.2 No assignment

Neither Party may assign this Agreement without the other's written consent, except that Virtue Mirage may assign to a successor entity (e.g. on sale of the business) on 30 days' notice.

16.3 No agency

Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship.

16.4 No third-party beneficiaries

Except for Shopper rights under the Virtue Mirage Terms of Service and Privacy Policy, this Agreement does not confer rights on any third party.

16.5 Severability

If any provision of this Agreement is held to be unenforceable, the remainder continues in full force.

16.6 No waiver

A Party's failure to enforce any provision is not a waiver of that provision.

16.7 Counterparts

This Agreement may be executed in counterparts, including electronically; each counterpart is deemed an original.

16.8 Whole agreement

This Agreement, including its Schedules, constitutes the whole agreement between the Parties on the subject matter and supersedes all prior agreements, discussions, and understandings.

Signatures

For Virtue Mirage Pty Ltd:

Name: Lukas Cervenan Title: Founder Signature: _____ Date: ____

For [BRAND]:

Name: ___ Title: ___ Signature: _____ Date: ____

Schedule 1 — Commercial terms

(Each Brand fills in its specifics.)

Schedule 2 — Service description

The Service comprises:

1. The Shopify App ("Virtue Mirage Theme App Extension") installed on the Brand's Shopify storefront, providing the storefront-side integration including Mirror Mode toggle, avatar onboarding modal, product page swap, and Quick Try-On modal.

2. The Brain (cloud backend) hosting the AI pipeline that generates Avatars and try-on imagery, the admin dashboard, the analytics layer, and the cross-brand network functionality.

3. AI image generation via Google Vertex AI / Gemini, including character sheet creation, brand Phase 2 relighting, bespoke try-on rendering, and batch pre-rendering.

4. AI measurement estimation of bust, waist, hip, shoulder, inseam, arm length, and neck from the customer's full-body photograph.

5. Cross-Brand Network carrying the Shopper's Digital Twin across other participating brands with the Shopper's explicit opt-in.

6. Brand admin dashboard providing controls over tier, prompts, batch settings, sizing matrix, mirror scope, CSS overrides, and per-brand reporting.

7. Analytics & reporting including avatar adoption, conversion impact estimates, return rate trends, top sizes, demographic distribution, and Concierge usage metrics.

8. Email-when-ready transactional emails sent to Shoppers when their personalised storefront has been pre-rendered.

9. GDPR compliance endpoints including data subject access, deletion, and portability requests.

Schedule 3 — Acceptable use

The Brand agrees not to use the Service to:

• Promote or sell illegal goods or services;
• Promote or sell tobacco, illicit drugs, weapons, or adult content;
• Use the AI-generated imagery to defame, harass, or impersonate any person;
• Misrepresent the Service to Shoppers (for example, claiming the avatar imagery is a real photograph);
• Attempt to circumvent the per-tier generation cap, the regeneration cap, or the biometric lock;
• Re-sell or sub-licence the Service to any third party;
• Use the Service to harvest or train AI models or datasets independently of Virtue Mirage.

Breach of this Schedule is a material breach under clause 11.1.

Schedule 4 — Data Processing Agreement

See separate document 04 - Data Processing Agreement (DPA).md — incorporated by reference into this Agreement.