FOUNDING BRAND 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 [TO INSERT] ("the Brand", "you") of [registered address]
Effective from: [DATE] Term: 12 months from Effective Date, renewing on the same terms unless cancelled in writing 30 days before the renewal date.
1. What this agreement covers
You are joining Virtue Mirage as a Founding Brand — one of the first 10 brands on the platform. In return for joining at pilot stage, you receive preferential pricing, category exclusivity for the duration of the Founding Brand Program, and direct input on product roadmap. This agreement governs that relationship.
2. The product, in plain English
Virtue Mirage is a Shopify-native AI layer that, when installed on your store, lets your customers create a personal "Digital Twin" from two photographs and then see themselves wearing every product on your catalogue. We generate the imagery; you embed it into your customer experience. Full technical and operational details are in the Schedule.
3. Founding Brand benefits
3.1 Category exclusivity. For the first twelve (12) months of this agreement, no other brand in your stated category ("[CATEGORY — e.g. premium menswear / resort wear / etc.]") will be admitted to the Virtue Mirage platform. Category boundaries to be agreed in writing in Schedule 2.
3.2 Founding Brand pricing. 25% discount on the published Virtue Mirage plan pricing for the first twelve (12) months. After month 12, pricing reverts to standard.
3.3 Direct product influence. You receive a monthly 45-minute call with Lukas Cervenan to review usage, feature requests, and product roadmap. Your category-specific feature requests are prioritised.
3.4 Co-launch option. If both parties agree, we can co-announce your launch publicly (press release, social, case study). Optional, never required.
4. Pricing & billing during the pilot
4.1 Plan. You select one of the standard Virtue Mirage plans (Starter / Growth / Studio / Scale / Enterprise) at Effective Date. Plan shown in Schedule 1.
4.2 Subscription fee. Monthly plan fee less the 25% Founding Brand discount, payable monthly in arrears. Invoice issued at month-end, payable within 14 days.
4.3 Avatar cost. Creating a Shopper's full Digital Twin draws 4 compute tokens from your monthly token allowance (1 token = 1 AI generation). There is no separate per-avatar dollar fee.
4.4 Top-up packs. Available at the published rates if you exhaust your monthly token allowance, on any plan. Same discount applies during the discount period.
4.5 Manual invoicing during pilot. While the Shopify Billing API integration is finalised, invoicing is done manually via Virtue Mirage Pty Ltd. You agree to pay via direct bank transfer to the account specified on each invoice. Once the automated billing integration is live (estimated within the first 3 months), billing transitions seamlessly with no change to pricing.
5. What we provide
5.1 The Virtue Mirage Shopify app, installed on your nominated store within 5 business days of signature.
5.2 An admin dashboard for managing brand settings, prompts, sizing, and analytics.
5.3 Ongoing platform development, bug fixes, and feature improvements at no additional charge during the term.
5.4 Email support on next-business-day SLA during business hours (AEST 9am–6pm). Critical incidents acknowledged within 4 hours.
5.5 Onboarding session for your team — typically 45 minutes — to walk through admin tools, customer flow, and roadmap.
6. What you provide
6.1 Shopify store access (the app installs via your Shopify admin).
6.2 Brand assets if requested — logo, brand background colour, typography preferences, model preferences for AI-generated avatars.
6.3 Reasonable cooperation with our customer support when escalations arise from your shoppers.
6.4 Honest feedback. We're a pilot — we expect to find rough edges together.
7. Data, privacy, and customer protection
7.1 Customer data ownership. Your customers are your customers. We never solicit your customers for other brands without their explicit, separately recorded consent.
7.2 Biometric data handling. Customer photographs are processed in-memory and discarded the moment the Digital Twin is generated. No customer photographs are retained on any system after avatar generation.
7.3 Identity hashing. Customer identity is keyed by a one-way SHA-256 hash of their email address. Our systems can match a returning customer but cannot reconstruct the original email from the hash alone.
7.4 Cross-brand network. When a customer opts in (via a separate checkbox on the Virtue Mirage onboarding flow), their Digital Twin identity becomes portable across other Virtue Mirage brands. You may opt your brand into the network or out of it via your admin settings; opting out at any time is supported with no contractual penalty.
7.5 Right to be forgotten. A customer's complete deletion request is honoured within 30 days — avatar, all try-on renders, all pre-rendered images, and the customer record itself, across every brand on the network.
7.6 AI training disclaimer. We do not use your customers' data — photographs, avatars, generated images, or behaviour — to train any AI model. We process via Google Vertex AI under enterprise terms that explicitly preclude training-data use.
8. Service level
8.1 Availability target. 99% monthly uptime measured against our production endpoints. We do not guarantee 100% — this is pilot software running on managed cloud infrastructure (Google Cloud Run).
8.2 Scheduled maintenance is announced 48 hours in advance and is excluded from uptime calculations.
8.3 Generation latency is best-effort. Bespoke try-on generations typically complete in 30–60 seconds. Batch pre-rendering of an entire catalogue typically completes within 30–60 minutes after avatar creation. These are targets, not guarantees.
8.4 Pilot-software acknowledgement. You acknowledge that the platform is in active development, that bugs may be encountered, that feature behaviour may change with reasonable notice, and that we are not liable for indirect or consequential losses arising from defects in pilot software beyond the limits in Section 11.
9. Intellectual property
9.1 The Virtue Mirage platform — software, prompts, model integrations, dashboards — remains the property of Virtue Mirage Pty Ltd.
9.2 Generated try-on images and renders of your products are licensed to you on a perpetual, royalty-free basis for use on your storefront and marketing material while this agreement is in force.
9.3 Your brand assets (logo, photography, product imagery) remain entirely yours. We licence them solely for use within the Virtue Mirage platform on your behalf, during the term.
10. Termination
10.1 Either party may terminate with 30 days' written notice at any time during the term.
10.2 Immediate termination is permitted by either party for material breach not cured within 14 days of written notice.
10.3 On termination: - The Brand-side Virtue Mirage app is uninstalled. - Brand-side pre-rendered images are deleted within 30 days. - Brand-side customer records are deleted within 30 days. - Customer-side identity (the Digital Twin in the Virtue Mirage network) is retained as long as the customer continues to use it on any other brand or until they request deletion. - Any unpaid invoices for service consumed before termination remain payable.
11. Liability
11.1 Our total aggregate liability under this agreement is capped at the total fees paid by you to us in the twelve (12) months preceding the event giving rise to liability.
11.2 Neither party is liable for indirect, consequential, special, or punitive damages, or for loss of profits, revenue, data, or goodwill, regardless of how the loss arose.
11.3 Nothing in this agreement excludes or limits any liability that cannot be excluded by law (including under the Australian Consumer Law).
12. Confidentiality
12.1 Each party will treat the other's non-public information, including business strategy, customer data, financial information, and roadmap details, as confidential and use it only for the purposes of this agreement.
12.2 This obligation survives termination by three (3) years.
13. Governing law
This agreement is governed by the law of New South Wales, Australia. Disputes will first be attempted to be resolved in good faith between the parties; if unresolved, by the courts of New South Wales.
14. Whole agreement
This document, together with its Schedules, constitutes the whole agreement between the parties. It supersedes prior discussions, emails, and informal arrangements.
Signatures
For Virtue Mirage Pty Ltd:
Name: Lukas Cervenan Title: Founder Signature: _____ Date: ____
For [BRAND]:
Name: ___ Title: ___ Signature: _____ Date: ____
Schedule 1 — Commercial terms
- Plan selected: [Starter / Growth / Studio / Scale / Enterprise]
- Monthly subscription fee: A$[X], less 25% Founding Brand discount = A$[Y] for the first twelve (12) months
- Per-avatar cost: 4 tokens drawn from the monthly token allowance (no separate dollar fee)
- Top-up packs available at published rates with 25% discount during the discount period
- Invoicing: monthly in arrears, payable within 14 days
Schedule 2 — Category exclusivity
- Category for exclusivity: [TO AGREE — e.g. "premium menswear (suits, tailoring, blazers, structured outerwear)" or "premium womenswear (resort, eveningwear, formal)"]
- Exclusivity period: 12 months from Effective Date
Schedule 3 — Success metrics
The parties agree the following measurements as the pilot success indicators, reviewed in the monthly product call:
- Avatar adoption rate (% of identified customers who create a Digital Twin)
- Mirror Mode engagement rate (% of avatar-enabled customers who toggle Mirror Mode on)
- Conversion rate uplift on avatar-enabled visits vs baseline
- Return rate change for avatar-enabled customers vs baseline
- Average session duration change for avatar-enabled customers vs baseline
Baselines provided by the Brand within 14 days of installation.