Terms of Service
Version 1.0 · Updated 19 October 2026 · Effective 16 October 2026
These Terms of Service (the “Terms”) constitute a legally binding agreement between you and Forward AI Labs, Inc. (“MiraDay”, “we”, “us”) for the use of MiraDay, a global talent intelligence platform built for in-house recruiting teams and search firms, with a focus on critical hiring for leadership, executive and technical roles, available at miraday.ai, including Agent Teams, Channels, Contacts, Files, Skills, enabled Connectors, our browser extension and related services (the “Services”). The Services support recruiting search, research, outreach and content generation, with AI suggestions provided for human review.
Early beta notice. MiraDay is currently offered as an early beta platform. This status applies to the Services as a whole, without separate beta labels for individual features. Sections 4.5 and 10.4 explain the limitations of early beta use. Our express service standards, security and data-protection obligations, and any rights that cannot lawfully be excluded or limited, continue to apply.
Who these Terms are for. These Terms apply to Customers using the Services under a Free, Individual, Team or Enterprise Plan. For a Personal Workspace, the individual is the Customer; for an Organization Workspace, the organization is the Customer and its members are Authorized Users under Section 3.5. A person’s Personal Workspace remains governed by their own Customer agreement. Website-only visitors are subject to Sections 4.3 and 7.4.
Important terms. Section 5.3 explains how eligible professional fields from Personal and Organization Workspaces enter F2D (Fast to Data) and may be delivered to other customers, including your competitors. Section 6 explains AI suggestions, human review and the Extension. Sections 11 and 12 contain indemnification obligations and limits on liability. Section 15 addresses governing law and dispute resolution. Section 14 explains changes to these Terms.
Automatic renewal notice. Subscriptions to paid Plans automatically renew for successive monthly subscription periods unless you cancel before the renewal date. Your payment method will be charged for each renewal at the applicable subscription price, subject to the price-change notice requirements in Section 8.1. You can request cancellation by emailing support@miraday.ai. Sections 8.5 and 8.6 explain cancellation and refund rights, subject to any mandatory rights under applicable law.
How you accept. Customers accept these Terms as described in Section 2.1. Invited Authorized Users accept the rules identified in Section 3.5. If you do not agree to the terms applicable to you, you must not access or use the Services to which those terms apply.
Related documents. The Data Processing Addendum and Data Sharing Addendum, including their applicable Annexes, form part of these Terms as Section 2.4 provides. The pricing page is also incorporated as described in that Section. Our Privacy Policy is a notice, not part of this contract; see Section 9.2. Website data practices are also explained in our Cookie Policy. Our Privacy Center provides privacy information and links to rights channels, including the Privacy Request page. The Personal Information Notice concerns professional profiles held in F2D.
1. Definitions
Term
Meaning
Contract Year
Each successive period of twelve months beginning on the date the relevant Customer first accepts these Terms
Customer, you
The person or organization that accepts these Terms for the relevant use of the Services. For a Personal Workspace, the individual user is the Customer; for an Organization Workspace, the organization is the Customer under its applicable agreement. A user may be a Customer for personal use and an Authorized User for organizational use. Where an authorized representative accepts on an organization’s behalf, the organization is the Customer
Authorized User
A natural person permitted to use the Services for the relevant Customer, including an individual Customer using a Personal Workspace and an organization’s members using its Organization Workspace. Organizational use is subject to Section 3.5
Organization Administrator
A person authorized by an organization to administer its membership and Organization Workspace in the Services. The administrator’s permissions are described in Sections 3.3 and 3.6 and the Privacy Policy, Section 1.4
Workspace
A Personal Workspace or an Organization Workspace within the Services
Personal Workspace
The individual user’s workspace provided on self-registration, separate from any Organization Workspace they may also access
Organization Workspace
A workspace established for an organization under a Team or Enterprise Plan and used by its authorized members, separate from their Personal Workspaces
Third-party Services
Independently operated accounts, websites, applications or services that the Customer or an Authorized User chooses to connect to or use with the Services, including through a Connector. Responsibilities for these services and for providers engaged by MiraDay are governed by Section 4.6 and the applicable DPA provisions
Customer Content
Everything the relevant Customer or its Authorized Users upload, import, enter, sync or capture into that Customer’s Workspace, including candidate data, job descriptions, Channel messages, task instructions, notes, messages, files, Customer-created or uploaded Skills, workflow instructions, evaluation criteria, templates and content captured with the Extension. Candidate data in Customer Content is “Workspace Data”
F2D (Fast to Data)
MiraDay’s recruiting data infrastructure, which brings together professional profiles, company information and job information from multiple sources to support the Services. Professional profile data is compiled from public sources, licensed data providers, the Contribution Channel and the Extension. Data availability and use remain subject to applicable source permissions, field restrictions, these Terms and applicable law. Candidate data held in Contacts, Channels or Files remains Workspace Data; eligible contributions are separately governed by Section 5.3
F2D Data
Professional profiles, company information, job information and related data actually made available to the Customer through F2D, subject to the applicable access, source and use restrictions. This definition does not mean that every data category is available under every Plan or in every result
Contributed Fields
The professional profile fields listed in Annex 1 of the Data Sharing Addendum, summarized in Section 5.3, that move from a Workspace into F2D
Contribution Channel
The process by which Contributed Fields move from a Workspace into F2D
Extension
The MiraDay browser extension
Credits
Units of measured use that are consumed when the Customer uses metered features, as described in Section 8.3
Plan
A Free, Individual, Team or Enterprise subscription tier. The applicable features, limits and pricing are described on the pricing page and confirmed before purchase. Free and Individual Plans provide a Personal Workspace only. Team and Enterprise Plans support Organization Workspaces. A Plan is a subscription tier, distinct from a user account or Workspace
Subscription Period
The monthly period applicable to the relevant Customer’s Plan, with its start and reset dates determined under Section 8.3. For a paid Plan, this is also the billing period
Documentation
The functional product documentation and operating instructions for currently available Services published at MiraDay Documentation. This term covers descriptions of functionality and how to use it, not marketing statements, pricing pages or legal policies. The applicable provisions of these Terms govern those other materials
DPA
The MiraDay Data Processing Addendum at miraday.ai/dpa, including its applicable Annexes, which governs our processing of Customer Personal Data on the Customer’s behalf. Customer Personal Data is defined in the DPA and includes personal data in Customer Content, Workspace Data, Outputs and relevant service-generated records processed for that purpose
DSA
The MiraDay Data Sharing Addendum at miraday.ai/dsa, which governs the delivery of F2D Data to the Customer and the Contribution Channel, with each party as an independent controller
Data Protection Law
The UK GDPR, the Data Protection Act 2018, the EU GDPR, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and equivalent laws that apply to a party
Personal Information / Personal Data
Information treated as personal information, personal data or an equivalent term under applicable Data Protection Law. The applicable statutory meanings apply, consistently with Section 1 of the DPA
2. Agreement to Terms and Eligibility
2.1 Agreement to Terms and Acceptance. You accept these Terms by signing up for a MiraDay account as a Customer. If you subscribe to a Team or Enterprise Plan or establish an Organization Workspace on behalf of an organization, you represent that you have authority to bind that organization. Joining an organization as an invited member does not by itself mean that you accept its Customer agreement on its behalf. We will retain records of the applicable version, accepting Customer or authorized representative, and acceptance date. Accessing or using the Services as a Customer also constitutes acceptance. Invited Authorized Users are subject to the rules identified in Section 3.5 for their organizational use; these do not replace the agreement governing their Personal Workspace. Website-only visitors are subject to the rules identified in Section 2.3. If you do not agree to the terms applicable to you, you must not access or use the Services to which those terms apply. These Terms take effect when the Customer first accepts them and continue until terminated under Section 13. Section 14 governs which version applies after a change.
2.2 Eligibility and Authority. You must be at least 18 and able to enter into a binding contract. The Services are designed for recruiting professionals and organizations: individuals may use a Personal Workspace on a Free or Individual Plan, and organizations may establish an Organization Workspace under a Team or Enterprise Plan, subject to the applicable Plan entitlements. An individual accepting on behalf of an organization must have authority to bind it.
2.3 Customer and User Agreements. These Terms govern the Customer’s relevant use of the Services under its Plan. An invited Authorized User is not personally the Customer under the organization’s agreement; Section 3.5 identifies the rules that apply to that user’s organizational use. Their Personal Workspace remains governed independently by their individual Customer agreement. Website-only visitors are subject to Sections 4.3 and 7.4.
2.4 Incorporated Documents and Order of Precedence. The following documents are part of these Terms: the DPA and the DSA, including their applicable Annexes, and the pricing page as it stands when you subscribe. If they conflict:
for personal data processed on the Customer’s behalf, the DPA and its applicable Annexes prevail over conflicting provisions of these Terms; for independent controller contribution, delivery and use of F2D Data, the DSA and its applicable Annexes prevail. The DPA and DSA govern their respective processing activities and copies; neither displaces the other’s obligations for a different activity;
within the DPA and the DSA, the Standard Contractual Clauses and the UK Addendum prevail over the rest of the addendum, in the order the UK Addendum itself provides;
a signed version of the DPA or DSA prevails over the published version;
otherwise these Terms prevail over the pricing page.
No other page, help article or policy is part of these Terms unless it is listed here or in Section 16.1. The technical and organizational measures in Annex 2 of the DPA and Annex 2 of the DSA are contractual for the activities they respectively cover. Mandatory Data Protection Law and the applicable transfer instruments remain unaffected.
3. Accounts and Authorized Users
3.1 Account Registration and Organization Membership. Account creation and acceptance are governed by Sections 2.1 and 2.2. Self-registration starts on the Free Plan and provides a Personal Workspace. Customers and Authorized Users must provide accurate account and organization information and keep relevant contact details current. Customer-specific contracting details may be recorded through registration, orders, billing or other binding contract records linked to the relevant account or Workspace and accepted Terms version. These records must identify the actual individual or organizational Customer, its relevant country and contact details, and the person accepting for an organization; an invited member or third-party payer is not automatically the Customer. The DPA and DSA explain how those records complete their Annexes and how material departures from a standard processing or transfer arrangement are handled. An organization may establish an Organization Workspace when its authorized administrator subscribes to a Team or Enterprise Plan, subject to the applicable Plan entitlements. A user may also join an existing Organization Workspace through an invitation from its Organization Administrator. The Organization Workspace is available in addition to the user’s Personal Workspace; users can switch between them while they remain members of the organization.
3.2 Account Security and Credentials. Customers are responsible for the security of their devices, credentials and connected accounts, and for configuring the Services’ permissions appropriately. Authorized Users must keep their sign-in credentials confidential and must not share them. If the Customer or an Authorized User knows or reasonably suspects that its account or credentials have been compromised or used without authorization, it must promptly notify support@miraday.ai and take reasonable steps to secure the account. These responsibilities do not remove our own security or data-protection obligations. The technical and security restrictions in Section 7.4 also apply.
3.3 Organizations and Authorized Users. For an Organization Workspace governed by these Terms, the organization is responsible for its Authorized Users’ compliance with these Terms and for their use of that Workspace. Each Authorized User accepts the rules identified in Section 3.5 when they first access the Organization Workspace; those rules bind the individual only for the matters they cover and give the individual no liability to us for the organization’s Customer obligations. The organization confirms that it has obtained any internal authorizations it needs. An Organization Administrator may manage membership and remove a member’s access to the Organization Workspace, subject to Section 3.6. Those permissions do not authorize the administrator to delete or reset a member’s MiraDay account or disconnect the member’s account-level connections or Extension. Those organizational responsibilities and permissions do not extend to a member’s separate use of their Personal Workspace.
3.4 Email Connections, Extension Activation and User Confirmations. A Channel is a project conversation and task context within a particular Workspace; Channels are separated by Workspace. Email connections and the Extension are associated with the individual user’s MiraDay account. Connecting a personal mailbox, and installing and activating the Extension under that person’s browser profile, require their own confirmation in the Services. Before a user installs the Extension we show them what it collects, the account risks described in Section 6.5 and how to disable it; they may decline. Data brought into the Services through the use of email connections or the Extension is saved in the relevant Channel and belongs to the Workspace containing that Channel. Channels are separated by Workspace as described in Section 3.6. Users can disconnect their own connected accounts. Switching Workspaces or ending organization membership does not by itself disconnect account-level connections or stop a task already initiated in its original Channel; such a task remains associated with that Channel and Workspace and does not transfer its data or Credits to another Workspace. This does not authorize continued access after third-party permission has been revoked, or remove applicable access restrictions or lawful deletion instructions. Leaving an organization does not require users to give up their MiraDay account or Personal Workspace. The Contribution Channel and captures made directly for F2D remain subject to Sections 5.3 and 9.1.
3.5 Terms Applicable to Organizational Authorized Users. This Section applies to your use of an Organization Workspace where these Terms govern the organization’s use. Your organization accepts these Terms as the Customer for that Workspace. You are not personally a party to its Customer agreement; when you first access that Workspace, you personally accept this Section and the provisions it identifies. These organizational user rules do not replace the Terms governing your Personal Workspace:
Account and permitted use. You must comply with Section 3.2 and use the Organization Workspace only for your organization’s recruiting.
Use restrictions. You must comply with Sections 7.1 to 7.5.
Platform rights. Section 4.3 applies to you.
Your own accounts and data. The email-connection and Extension arrangements in Section 3.4 apply. Your Organization Administrator’s access is limited to the organizational information described in Sections 3.3 and 3.6 and Section 1.4 of the Privacy Policy.
Responsibility. For your use of the Organization Workspace, your organization is responsible to MiraDay for the Customer’s obligations, including its subscription fees and Customer indemnities. You have no liability to MiraDay under these organizational user rules beyond stopping conduct that breaches them. Your organization’s own policies govern your use of its Workspace in your work. This does not release you from obligations under your separate individual Customer agreement, including any personal subscription fees.
Your personal data. The Privacy Policy explains how MiraDay handles your account and usage data.
3.6 Workspace Separation and Continued Personal Use. Personal and Organization Workspaces are separate: their data, Channels and Credits balances are isolated. Creating or joining an organization does not move, merge or copy Personal Workspace content or Credits into its Organization Workspace, and no cross-Workspace use of data or Credits is authorized. An Organization Administrator does not gain access to Personal Workspace content. A personal subscription continues independently of an organization’s subscription, whether or not the user remains a member, and the user may switch between Workspaces while entitled to access them. Leaving or being removed from an organization does not itself close the user’s account or prevent continued Personal Workspace use. When an organization’s subscription ends without renewal, ordinary access to its Organization Workspace ends; contractual return/export and deletion rights follow Section 13.4 and the DPA. These rules remain subject to Section 13 and do not exclude eligible contributions under Section 5.3.
4. Grant of License and Ownership
4.1 Grant of License to the Customer. Subject to these Terms, we grant the Customer a non-exclusive, non-transferable, non-sublicensable right, for the subscription period, to let its Authorized Users access and use the Services, including the Extension, for Recruiting Purposes as described in Section 5.2. The Customer’s license to MiraDay for Customer Content is set out in Section 5.1, and the license to use F2D Data in Section 5.2.
4.2 Plan Entitlements and Usage Limits. Usage limits (seats, Credits, rate limits) are those of the Customer’s Plan.
4.3 Ownership and Reservation of Rights; Website License. The Services, F2D as a compilation, our models, software, interfaces, official Skills and templates, documentation and trademarks are owned by us or our licensors. Except for the rights expressly granted in these Terms, no rights are granted, by implication or otherwise. Anyone may view miraday.ai for their own information under a limited, revocable license that is conditional on not doing what Section 7.4 prohibits; copying, framing, scraping or reproducing the website or the Services, or using our trademarks, requires our written permission. Neither party acquires rights in the other’s intellectual property except as expressly granted.
4.4 Feedback. If the Customer or an Authorized User gives us suggestions or feedback about the Services, we may use them without restriction or payment; feedback never includes Customer Content.
4.5 Early Beta Platform and Coming-soon Features. MiraDay is currently offered as an early beta platform, and this status applies to all of the Services, including their currently available features, without requiring separate feature labels. The Services may contain errors, change as they develop, or require maintenance or correction. Features marked as coming soon are not included in current entitlements unless expressly agreed. Changes to paid entitlements, prices and these Terms follow Sections 8 and 14, including the applicable cancellation and refund rights. Early beta does not permit us to disregard those arrangements or our express security and data-protection obligations. Section 10.4 describes the early beta qualifications; Sections 12.3–12.5 govern liability during that offering.
4.6 Third-party Services and Connectors. A Connector is an integration that the Customer or an Authorized User enables to connect a supported third-party account or service to MiraDay. Email connections follow the account-level arrangements and individual confirmations in Section 3.4. Data brought into the Services through an email connection is saved in the relevant Channel within its Workspace. Customer Content in that Workspace is subject to Section 5.1 and the DPA; connected-account data practices are described in the Privacy Policy, Section 2.6. The Customer’s responsibility for credentials and connected accounts is described in Section 3.2. Use of the Extension on third-party websites is governed by Sections 6.5 and 7.4.
A third-party service independently chosen by the Customer may be subject to its own terms, permissions and charges, which the Customer is responsible for reviewing and complying with. Enabling a Connector does not make that service part of MiraDay or automatically make its provider our Subprocessor. The user may disconnect its connected account as Section 3.4 provides; the handling of data already saved in the relevant Workspace follows the DPA and lawful instructions. Third-party services may change or become unavailable, subject to Section 10.3. These provisions do not exclude our responsibility for our own processing or for providers we engage to perform our obligations.
5. Customer Content and F2D Data
5.1 Customer Content; Grant of License to MiraDay. As between the parties, the relevant Customer owns its Customer Content in the Workspace concerned: the individual Customer for their Personal Workspace, or the organization for its Organization Workspace. Joining an organization does not transfer the individual Customer’s rights in their Personal Workspace content to the organization. The Customer grants us a non-exclusive, worldwide, royalty-free license to host, process, transmit and display Customer Content only as needed to provide, secure and support the Services and as the DPA allows. Necessary troubleshooting, task validation and support for the relevant Customer fall within this limited service license and the Customer’s lawful instructions. They do not authorize reuse of Customer task content in a general evaluation library or for unrelated product improvement. Except for the contribution arrangements in Section 5.3, we do not use Customer Content for any other purpose. We do not use Customer Content to train, fine-tune or improve our own AI models or any third party’s AI models. This restriction also applies to Contributed Fields after they enter F2D and to copies or data derived from Customer Content, including aggregated, de-identified or anonymized versions. Processing Customer Content with AI to provide the Services is permitted under this Section and does not authorize its use for model training. We do not disclose Customer Content except as these Terms, the DPA or the law require. The Customer is responsible for having the rights it needs to bring Customer Content into the Services.
5.2 Grant of License to F2D Data and License Restrictions. Recruiting Purposes means identifying, evaluating, contacting and hiring candidates for roles the Customer fills for itself or, for a recruitment agency or search firm, a specific client engagement. This includes talent, company, labour-market and compensation research supporting those recruiting activities, and excludes sales prospecting, marketing, advertising, list building, any resale of data and unrelated commercial research. We grant the Customer a non-exclusive, non-transferable license to use F2D Data delivered during the subscription for Recruiting Purposes. The Customer must not: sell, license, publish or otherwise make F2D Data available to third parties, except to a client in the course of a specific recruiting engagement and on terms no less restrictive than this Section; use it to build, enrich or verify any database or product offered to others; use it for purposes other than Recruiting Purposes; or use F2D Data or data derived from it to train, fine-tune or improve an AI model. Ordinary inference for permitted Recruiting Purposes is not model training and remains subject to these Terms, the DSA and applicable law. On receipt, the Customer is an independent controller of its copy under the DSA and responsible for its own compliance, including giving candidates the information the law requires; any onward transfer to a client is subject to the DSA. Correction and deletion duties are set out in Section 9.3. Use after termination and related notifications are governed by Section 13.4.
5.3 Contributed Fields and the Contribution Channel. Eligible Contributed Fields from the Customer’s Workspace enter F2D, and we may deliver F2D profiles to other Customers, who may include the Customer’s competitors. The contribution rules apply to both Personal Workspaces and Organization Workspaces and there is no separate contribution switch. Their separation under Section 3.6 does not exclude the contribution of eligible fields to F2D. In detail:
Only the structured, recruitment-relevant professional profile fields listed in Annex 1 of the DSA are eligible for contribution: (i) name and public professional profile identifiers or URLs; (ii) current and past job titles, employers, departments and employment dates; (iii) education, professional qualifications and certifications; (iv) professional skills, languages and areas of expertise; (v) city- or region-level professional location and links to publicly available professional publications, works or portfolios; and (vi) lawfully obtained work email addresses and work telephone numbers used to contact the person in their professional capacity. Eligibility is limited to the approved field whitelist and remains subject to the exclusions below; not every eligible field is present in every profile.
Eligibility applies to individual structured field values, not to entire documents or communications. Original CVs, attachments, profile-page captures and screenshots are not contributed. Excluded information also includes Customer notes, private labels, assessments, scores, interview feedback, recordings and transcripts; email and other message content; prompts, task instructions and hiring decisions; compensation, credentials and Customer confidential business information; personal email addresses, personal telephone numbers, home or precise addresses, photographs, dates of birth and age; special category data, criminal offence data and fields revealing or inferring those categories; and data relating to children. A field’s presence in a public profile does not override these exclusions. The field whitelist does not override applicable source restrictions, connected-account data-use requirements, or candidate objections and suppression rules.
Data accessed through connected accounts, and field values or other data derived from that connected-account data, are excluded from contribution even where a field appears on the whitelist. Genuinely independent acquisition of the same value from an eligible public or licensed source must be recorded separately. Professional contact details are classified using appropriate technical measures; an uncertain personal/business classification is not eligible for contribution or delivery.
Contribution applies to eligible structured fields newly added or updated in ordinary use after these contribution terms apply, subject to the source and rights restrictions. It does not authorize a bulk contribution of unchanged historical records. There is no separate contribution staging area or contractual minimum waiting period.
The Customer discloses Contributed Fields to us as a controller. We include them in F2D on our own legal basis as an independent controller, and we are responsible for notifying the candidate under Data Protection Law. When a candidate’s information enters F2D through the Contribution Channel and a lawful email delivery channel is available, we send an inclusion notification linking to the Personal Information Notice and explaining how to exercise privacy rights. This privacy notification is separate from Customer-instructed recruiting outreach and remains subject to the notice requirements and documented exceptions below. The Customer must include the required information about this disclosure in its own candidate notices. It may use the descriptions in these Terms, the DSA and the Personal Information Notice for that purpose.
Customer-instructed handling of eligible fields is governed by the DPA. Our processing of a contributed copy for our independent F2D purposes is governed by the DSA; the Customer’s original Workspace copy remains subject to the DPA. Roles depend on the actual processing activity and purposes, rather than database location alone. Any preparatory processing for an independent F2D purpose must satisfy the DSA and Data Protection Law from the point that purpose applies.
Before admitting a record to F2D, we will check source and field eligibility and our suppression list using the matching methods reasonably available; a matching record will not be admitted. We will not deliver a record to other Customers until we have provided the required candidate notice, unless we have assessed and documented an applicable exception under Data Protection Law. Where individual notice is impossible or would involve disproportionate effort, we will publish the required information in our Personal Information Notice (the Processing Notice) and implement appropriate safeguards to protect candidates’ rights, freedoms and legitimate interests.
The purposes for which we hold Contributed Fields are those stated in Annex 1 of the DSA and the Privacy Policy, Section 2.4, subject to the model-use restrictions in Sections 5.1 and 5.4. Contribution to F2D does not authorize us to use those fields or data derived from them to train, fine-tune or improve AI models.
We will explain contribution and its exclusions at sign-up and before eligible content is first contributed, including the exclusion of connected-account data.
5.4 Data Use and Model Training. We do not use data from Customers or their Authorized Users to train or fine-tune our own AI models or any third party’s AI models. Each line below explains the permitted use of the data named in it. The contribution of data to F2D does not create an exception to this restriction.
Data
Permitted use and model-training restrictions
Customer Content and Workspace Data, including Contributed Fields after they enter F2D and copies or data derived from that content
Processed to provide the Services and, for eligible Contributed Fields, under Section 5.3. Never used to train, fine-tune or improve our models or any third party’s models, including in aggregated, de-identified or anonymized form
Profile data independently obtained from public or licensed sources and held in F2D, excluding customer-contributed fields and data derived from them
Used to operate, evaluate and improve our own recruiting matching and ranking models within lawful source permissions and only for those recruiting functions; never used to train general-purpose or foundation models, and never shared with model providers for their training. These uses do not extend to Customer Content or data derived from it
Data from connected Google or Microsoft accounts
Processed only for the connected features described in the Privacy Policy, Section 2.6; never used to train, fine-tune or improve AI models, in any form
Interaction metadata about how Authorized Users use the Services (which features, in what sequence, with what result), with Customer Content and any content from connected accounts removed
Used for service analytics and feature improvement, not to train or fine-tune AI models. No separate setting to disable this analytics use is offered. Applicable privacy rights remain available under Data Protection Law and the Privacy Policy
Aggregated or de-identified usage statistics, excluding Customer Content and data derived from that content
Used for service analytics and feature improvement, not to train or fine-tune AI models
We require approved third-party model providers to process inputs and Outputs only for the authorized service function, comply with applicable no-training restrictions and observe agreed retention limits. Provider identities and functions are listed in DPA Annex 3 for customer-instructed processing. Relevant provider and retention information may be requested from privacy@miraday.ai; the public Subprocessor list does not itself set out every provider-specific retention term.
6. AI Features, Outputs and Browser Extension
6.1 AI Features and Output Limitations. Outputs are candidate suggestions, rankings, summaries, drafts, reports, documents, data files and other material generated for the Customer by the Services’ AI features. Depending on the enabled functions and the Customer’s instructions, service tasks may include processing voice input or uploaded audio for transcription, editing files, web research and executing task-related code. These functions remain subject to the same data-use restrictions. The Services use AI, including through Agent Teams, to interpret searches and tasks, match and rank candidates against a role, summarize profiles and conversations, prepare recruiting research, reports and email drafts, suggest next steps and, through the Extension, carry out actions an Authorized User has requested. Outputs are probabilistic and may be inaccurate, incomplete or out of date. They may include candidate suggestions, matching information, summaries and supporting evidence for human review. The relevance and order of results may affect whether and when a recruiter reviews a candidate profile. Outputs are not final hiring decisions or guarantees of suitability. The Customer remains responsible for its use of Outputs and for decisions affecting candidates, as described in Section 6.3.
6.2 Ownership and Use of Outputs; Non-exclusivity. As between the parties, the relevant Customer owns the Outputs generated for it in its Workspace and may use them for Recruiting Purposes, subject to Section 5.2 where an Output contains F2D Data and to Section 6. Outputs are generated by AI, may be similar or identical to Outputs generated for other Customers, and are not exclusive to the Customer. We do not claim ownership of Outputs. Outputs include generated reports, documents and data files. Ownership of an Output does not transfer rights in underlying F2D Data, official Skills or templates, or other third-party materials; the applicable licenses and use restrictions continue to apply to those materials.
6.3 Human Review and Customer Responsibilities. The Customer must:
maintain appropriate human review and oversight when using the Services and relying on Outputs in its recruiting process, and not treat an Output as a substitute for its own judgment;
give the candidates in its Workspace the information about its use of AI that Data Protection Law and employment law require, and honor their rights to human review, to express their point of view and to contest a decision; the information we provide under Section 6.4(e) may be used for this;
carry out its own fairness or bias assessment of its recruiting process where the law requires it;
tell its Authorized Users to review the relevant evidence and verify material facts before relying on an Output.
6.4 MiraDay’s AI Commitments. We commit that:
(a) the Services do not offer protected characteristics as search or ranking criteria, and we do not knowingly use protected characteristics or criteria used to stand in for them, as described in Section 7.1, as inputs to matching and ranking; we identify and mitigate features that may act as such substitutes using measures appropriate to their use and risk;
(b) we assess and monitor our matching and ranking features for fairness and bias using measures appropriate to their use and risk, review relevant material changes, and take reasonable steps to address issues identified. Information about our assessment approach and available results is available on request at privacy@miraday.ai;
(c) we tell Customers at least 30 days before a material change to how matching and ranking works, through the channels in Section 14;
(d) all activity performed through the Extension is logged as described in Section 6.5. We provide relevant available activity records to help the Customer review the Services’ operation and respond to candidate inquiries;
(e) we provide available information about the relevant AI features, inputs, Outputs and their limitations through the Documentation or on request, which the Customer may use in its own candidate notices; and we respond to the Customer’s requests for assistance with candidate rights under the DPA;
(f) candidate-notice responsibilities are set out in Section 9.3.
Section 10.3 does not limit the commitments in this Section 6.4.
6.5 Browser Extension: Instructions, Confirmation, Stop Controls and Logs. The Extension is associated with the user’s MiraDay account and performs actions in their browser, on third-party websites, on their instructions. Data brought into the Services through its use is saved in the relevant Channel within its Workspace, as Section 3.4 describes. In this Section, the relevant Customer is the individual for personal use or the organization for use in its Organization Workspace. Accordingly:
the Customer is responsible for every action taken through the Extension on an Authorized User’s instruction as if the Authorized User had taken it manually, including any content submitted and any message sent;
the Customer and its Authorized Users must comply with the terms of every website on which the Extension is used and must not use it on Restricted Sites; the Customer bears the risk that a website restricts or closes an account because of activity the Authorized User instructed;
the Extension requires the Authorized User’s confirmation before performing sensitive actions. The stop button beside the conversation input stops the current conversation turn and its tasks, including Extension tasks. The same control applies to other tasks. It does not reverse completed actions;
we may decline to perform, or may interrupt, an action that we consider unlawful, unsafe, contrary to these Terms or likely to harm a third party, and we record and tell the Authorized User when we do;
all activity performed through the Extension is logged. We retain logs only for documented, necessary service, security and accountability purposes, subject to applicable deletion instructions and legal requirements, and provide relevant activity records to the Customer on request, subject to applicable access permissions and the separation described in Section 3.6;
if the Extension performs an action that the Authorized User did not instruct because of a defect in the Services, we will use reasonable efforts to reverse it, it does not count as the Customer’s breach, and the Customer’s responsibility under the first bullet and Section 11 does not extend to it;
the Extension collects only what the Privacy Policy, Section 2.7 describes, and only while activated; before an Authorized User installs it we show them what it collects, the account risks described here and how to disable it.
7. Authorized Use and Restrictions
Authorized use. Under the licenses in Sections 4.1 and 5.2, the Customer and its Authorized Users may use the Services and F2D Data for Recruiting Purposes, subject to the applicable Plan, usage limits and permissions. Account access and organizational use are governed by Section 3, and Plan entitlements by Section 4.2. Recruitment agencies and search firms may use the Services for specific client engagements within the scope of Recruiting Purposes and the data-use rules below.
Conditions and restrictions. This Section sets out the conditions, responsibilities and restrictions that apply to that use. The Customer must comply with these requirements and ensure that its Authorized Users do so, and must not allow others to carry out the prohibited activities described below. Breach of this Section is a material breach that may lead to suspension under Section 13.
7.1 Fair Recruiting and Prohibited Decisions. The Customer and its Authorized Users must comply with the Equality Act 2010 and equivalent anti-discrimination laws that apply to their use. They must not use the Services or Outputs to make, or to assist in making, any decision about a person on the basis of a protected characteristic (including race, ethnicity, sex, gender reassignment, sexual orientation, religion or belief, disability, age, pregnancy or maternity, marriage or civil partnership) or a criterion used for the purpose of standing in for a protected characteristic, or that the Customer knows is being used for that purpose. A criterion with an ordinary recruiting purpose, such as location, qualification date or years of experience, is not treated as such a substitute merely because it correlates with a protected characteristic; its use remains subject to applicable anti-discrimination law. They must not use the Services or Outputs to make a decision with legal or similarly significant effects on a candidate solely by automated means, whether or not the law would permit it. Human-review responsibilities are set out in Section 6.3.
7.2 Data Use, Sharing and Restrictions. The Customer and its Authorized Users may use F2D Data and Workspace Data only for Recruiting Purposes.
F2D Data. Use and disclosure of F2D Data are subject to Section 5.2, including its limited exception for disclosure to a client in a specific recruiting engagement. The Customer must not sell, license, publish or otherwise make F2D Data available outside those permissions, or use it to build, enrich or verify a database or product offered to others.
The Customer’s own Workspace Data. Subject to the rights it holds, applicable law and the relevant access permissions, the Customer may share its own Workspace Data with its Authorized Users for recruiting collaboration or disclose it to a client in a specific recruiting engagement. This does not authorize other people to access the Services outside Sections 3 and 4.1, or override Workspace separation under Section 3.6. Where Workspace Data or an Output contains F2D Data, the F2D Data remains subject to Section 5.2.
Prohibited data uses. The Customer and its Authorized Users must not sell or license F2D Data or Workspace Data as a standalone data product, use either category for sales prospecting, marketing, advertising, fundraising or other purposes outside Recruiting Purposes, or attempt to re-identify de-identified data. The model-training restrictions in Sections 5.2 and 5.4 also apply.
7.3 Email Outreach and Recipient Choices. The current outreach features support email communications.
Customer instructions and responsibilities. Every message sent through the Services is sent on the express instruction of an Authorized User; we do not choose recipients or send messages on our own initiative. The Customer is the sender and is responsible for the content and lawfulness of its messages. The Customer must comply with the Privacy and Electronic Communications Regulations, the UK GDPR and EU GDPR, and any equivalent law that applies to it, and must honor every opt-out and unsubscribe request immediately.
Prohibited outreach. The Customer and its Authorized Users must not send messages to addresses obtained unlawfully or use the Services to send unsolicited bulk messages, misleading subject lines or messages that conceal the sender.
Platform safeguards. We will provide an unsubscribe mechanism in recruiting outreach emails and maintain the records and suppression controls needed to give effect to applicable opt-outs, objections and restrictions. The Customer must not remove or bypass an unsubscribe mechanism and must ensure that an effective opt-out or objection is honored for the processing it covers, including where the contact was independently supplied by the Customer. An unsubscribe from a particular sender and an objection to F2D processing are assessed according to their respective scope. These safeguards do not replace the Customer’s own lawful basis, records or compliance obligations.
7.4 Technical and Security Restrictions. Restricted Sites are websites MiraDay identifies by notice to the Customer as websites on which the Extension must not be used. The Customer and its Authorized Users must not access the Services other than through the interfaces we provide; use bots, crawlers, scripts or other automated means to access the Services or miraday.ai, except as expressly enabled by the Services; reverse engineer, decompile or attempt to extract our models, source code or F2D; circumvent usage limits, rate limits, authentication or security controls; probe or test the vulnerability of our systems without written permission; introduce malicious code; or share account credentials. When using the Extension, they must not use it on any Restricted Site, use it to bypass CAPTCHAs, login walls, rate limits or other technical measures of any website, or use it to collect data from pages the Authorized User is not entitled to view. We may update the Restricted Sites list by notice to the Customer; a current list may be requested from support@miraday.ai. The Extension does not operate on a site once it is listed.
7.5 Export Controls and Sanctions. The Customer and its Authorized Users must not use the Services in breach of UK, EU or US export-control or sanctions laws, or from a country or territory where we do not offer the Services, or allow access by a person or entity on a sanctions list.
8. Fees, Payment Terms and Renewal
8.1 Plans and Prices. Paid Plans are currently offered on a monthly subscription basis. The features, limits, included Credits and prices applicable when you subscribe are shown on the pricing page and confirmed before purchase. Features marked as coming soon are not part of current entitlements unless expressly agreed. We may change Plans and prices for future subscription periods on at least 30 days’ notice; a change does not affect the period you have already paid for.
Team Plans require a minimum of five seats. Each seat is charged at the same per-seat price shown on the pricing page and confirmed before purchase.
8.2 Monthly Billing and Payment. Subscriptions to paid Plans are billed in advance, monthly, by card through Stripe. You authorize us to charge the payment method on file for each subscription period. Applicable VAT and other taxes are calculated automatically through Stripe. The total amount payable, including any applicable taxes, is displayed at checkout before you confirm payment. Renewal charges also include any applicable taxes for the relevant subscription period. Payment attempts and any retries follow the Stripe billing configuration applicable to the subscription. If payment fails, we will notify the Customer and provide an opportunity to update payment details. If payment remains unpaid or Stripe records the subscription as unpaid or cancelled, we may suspend the affected paid entitlement under Section 13. We do not promise a fixed retry timetable; our obligations to the Customer remain governed by these Terms.
8.3 Credits, Usage Records and Monthly Resets. Credits are units of measured use, not money or a deposit. Included Credits are shown on the pricing page and confirmed before purchase. Consumption is calculated from the costs incurred in performing tasks, including model and token use, data retrieval and related service costs, using the applicable Credits conversion rate. Additional Credits are not currently available for separate purchase. The details of the relevant Channel and the overall Credits usage page show consumption and itemized usage records.
Costs already incurred are charged even if a task fails, is stopped or cancelled. AI-selected retries are additional task execution and may consume additional Credits. Stopping a task does not reverse executed actions or charges already incurred. Billing errors and disputed usage may be raised with support@miraday.ai for manual review; this does not restrict applicable refund or other mandatory rights.
Free Plan monthly periods are anchored to the registration date. An upgrade starts a new subscription period on the upgrade date. A downgrade takes effect at the next subscription period. Included Credits reset at the beginning of each monthly period and unused included Credits do not carry forward. The balance for each Workspace is separate: Credits cannot be transferred between Workspaces or accounts, exchanged for cash or used against another Workspace’s consumption. A subscription change in one Workspace does not change the other Workspace’s subscription or Credits. Changes to conversion or consumption rates are material changes under Section 14.
Organization seats. The Team Plan has a minimum of five purchased seats, priced equally per seat at the applicable pricing-page rate. Seats are paid for at purchase and members cannot be invited beyond the purchased seat allowance. A reduction in purchased seats takes effect at the next monthly subscription period and cannot reduce a Team Plan below five seats. Removing a member does not reduce the number of purchased seats or subscription charges. The amount and effective date of any additional-seat purchase must be disclosed and agreed before that purchase.
8.4 Free Plan. The Free Plan is provided without charge, may be limited, changed or withdrawn on 30 days’ notice, and carries no service-level or support commitment. Sections 5.3, 10, 11, 12, and 15 apply to it in full.
8.5 Automatic Renewal and Subscription Cancellation. Paid subscriptions renew automatically at the end of each monthly subscription period unless the Customer turns off renewal or cancels before the renewal date. Cancellation requests may be sent to support@miraday.ai. Cancellation takes effect at the end of the current period, with access continuing until then. If an organization’s subscription is not renewed, ordinary use of its Organization Workspace ends at that time, subject to Section 13.4. The user’s separate Personal Workspace and personal subscription are unaffected.
8.6 Refunds and Calculation. Except as Sections 10.2, 11.2, 13.2, 13.3 and 14 provide, or as the law requires, fees are non-refundable and unused Credits are not refunded.
Where these Terms entitle the Customer to a pro-rata refund of subscription fees, it is calculated by the unused subscription days in the affected subscription period from the effective date of termination. The calculation is the subscription fees paid for that period multiplied by the number of unused days, divided by the total number of days in that actual subscription period. Any prepaid subscription fees for periods that have not started are refunded in full. Applicable tax refunds or adjustments are handled as required by law. These rules do not restrict any mandatory right to a different refund, price reduction or other remedy.
9. Data Protection, Security and Confidentiality
9.1 Data Protection Roles and the DPA/DSA. The following table describes the parties’ roles for the relevant processing activity. References to the Customer concern the Customer responsible for that Workspace or use; using the same user account for personal and organizational use does not combine their Workspace Data. For personal data in the Services, the parties’ roles under Data Protection Law are:
Data
Customer
MiraDay
Governing document
Customer Personal Data processed on the Customer’s instructions, including personal data in Customer Content, Workspace Data, Outputs and relevant service-generated records
Controller
Processor
DPA
F2D Data delivered to the Customer
Independent controller of its copy
Controller of F2D
DSA
Hosting or processing of F2D Data saved in a Workspace on the Customer’s instructions
Controller of its copy
Processor for that instructed activity; independent controller for its separate F2D operation
DPA for instructed processing; DSA for source, delivery and use restrictions
Contributed Fields processed for MiraDay’s independent F2D purposes
Controller of its own copy
Independent controller of the contributed copy
DSA; Customer-instructed preparation remains subject to the DPA
Profile pages captured with the Extension directly for F2D
,
Controller
Privacy Policy, Section 2.7
Account, billing and usage data processed for MiraDay’s separate controller purposes
,
Controller
Privacy Policy; records processed on the Customer’s behalf remain subject to the DPA
9.2 Privacy Notices. You acknowledge that you have read the Privacy Policy, which explains how we process personal data as a controller. The Personal Information Notice addresses our F2D processing. Individuals may access privacy information through the Privacy Center and submit requests through the Privacy Request page or privacy@miraday.ai. These privacy notices do not form part of these Terms, and accepting these Terms does not make them contracts. Where consent is required for cookies or similar technologies, we request it separately through the applicable website consent controls; accepting these Terms or continuing to browse does not provide that consent. The Cookie Policy explains those technologies and choices. Where the Privacy Policy and the DPA describe the same processing, the DPA governs our obligations to you.
9.3 Data Sharing and Rights-request Cooperation. We are responsible for notices concerning our F2D processing, including contribution-inclusion notifications as described in Section 5.3 and the Personal Information Notice; the Customer is responsible for notices concerning its own Workspace and other controller processing, as the DPA and DSA describe. When we rectify, erase or restrict F2D data in response to a candidate’s rights, we apply the corresponding action to affected F2D-origin fields delivered inside the Customer’s Workspace and notify the Customer as the DSA provides. The Customer must apply the notified action to affected copies held elsewhere, notify permitted onward recipients where required, and confirm completion or a documented lawful exception. Customer-added information and independently sourced data in a mixed record are assessed separately; they are not automatically erased merely because an F2D field is affected.
9.4 Security Measures and Breach Notification. We will maintain the technical and organizational measures in Annex 2 of the DPA for processing on the Customer’s behalf and Annex 2 of the DSA for independent F2D sharing, as applicable to the relevant activity. Our measures include encryption in transit and at rest, appropriate authentication and role-based access control, Workspace and Channel separation, relevant monitoring and incident records, code and security checks, and backup and recovery arrangements proportionate to the risk, and we will not reduce their overall level of protection during a subscription period. On request and under a confidentiality agreement we provide any available current independent audit report or an appropriate summary. We notify the Customer of a personal data breach affecting Customer Personal Data as the DPA provides; incidents concerning independent sharing follow the DSA. The Customer’s account-security responsibilities are set out in Section 3.2.
9.5 Confidentiality. Each party will keep the other’s confidential information (information marked confidential or that a reasonable person would treat as confidential, including Customer Content and our non-public product and pricing information) confidential, use it only to perform these Terms, protect it with at least reasonable care, and disclose it only to staff, advisers and sub-processors who need it and are bound by equivalent obligations, or where the law requires disclosure after notice to the other party where lawful. The transfer of Contributed Fields under Section 5.3 is not a breach of this Section. These obligations last for five years after termination, and indefinitely for personal data and trade secrets. Their survival does not require or authorize either party to retain personal data beyond the periods permitted by applicable law, the DPA, the DSA or the applicable lawful retention criteria. Information that is public through no fault of the recipient, already known to it, received lawfully from a third party or independently developed is not confidential.
10. Representations, Warranties and Disclaimers
10.1 Representations and Warranties. Each party warrants that it is entitled to enter into these Terms and that doing so does not breach any other agreement. The Customer additionally warrants that: (a) it complies with its obligations under Data Protection Law in relation to its Workspace Data, taking account of the roles described in Section 9.1; (b) it has the rights it needs to bring Customer Content into the Services, and it includes in its candidate notices the required information about the Contribution Channel (Section 5.3); (c) messages it sends through the Services comply with Section 7.3; (d) it does not and will not use the Services to select or reject candidates on the basis of protected characteristics or criteria used to stand in for them as described in Section 7.1; and (e) it will carry out the review, notification and assessment obligations in Section 6.3.
10.2 Service Standards and Corrective Remedies. We will provide the Services with reasonable skill and care, maintain the security measures in Section 9.4 and honor the commitments in Section 6.4. We will use reasonable efforts to operate currently available functionality consistently with its description in the Documentation, subject to the early beta qualifications in Section 10.4. Documentation updates do not override Sections 8 and 14 governing changes to paid entitlements.
If the Customer reports a material defect affecting currently available functionality, we will use reasonable efforts to correct it. If it remains uncorrected within 30 days of the Customer’s notice, the Customer may terminate the affected subscription under Section 13.2 and receive the refund provided there. This corrective process does not replace other remedies available under these Terms or applicable law; any liability remains subject to Section 12. The 30-day period concerns correction of functionality defects and does not postpone any security, breach-notification, data-protection or data-subject-rights obligation.
10.3 Disclaimer of Warranties; Service and Data Limitations. EXCEPT FOR THE EXPRESS WARRANTIES, OBLIGATIONS AND REMEDIES IN THESE TERMS AND THE DOCUMENTS INCORPORATED UNDER SECTION 2.4, THE SERVICES, F2D DATA AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT F2D DATA IS ACCURATE, COMPLETE OR CURRENT, OR THAT ANY OUTPUT IS ACCURATE, COMPLETE, FREE OF BIAS OR SUITABLE FOR ANY EMPLOYMENT DECISION. TO THE EXTENT THE LAW ALLOWS, ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED.
Customer use and compliance. OUTPUTS DO NOT CONSTITUTE LEGAL ADVICE OR REPLACE THE CUSTOMER’S INDEPENDENT JUDGMENT AND APPROPRIATE HUMAN REVIEW. USE OF MIRADAY DOES NOT GUARANTEE ANY PARTICULAR RECRUITING RESULT OR THAT THE CUSTOMER’S RECRUITING, OUTREACH OR USE OF AI COMPLIES WITH EVERY LAW APPLICABLE TO IT. THE CUSTOMER REMAINS RESPONSIBLE FOR ITS OWN USE AS DESCRIBED IN SECTIONS 6.3 AND 7. THIS DOES NOT EXCLUDE MIRADAY’S OWN OBLIGATIONS OR RESPONSIBILITY FOR ITS OWN BREACH.
Third-party services. INDEPENDENTLY OPERATED SERVICES THAT THE CUSTOMER CHOOSES TO CONNECT OR USE, AND THIRD-PARTY WEBSITES ON WHICH THE EXTENSION OPERATES, MAY CHANGE, RESTRICT ACCESS OR BECOME UNAVAILABLE. WE DO NOT GUARANTEE THEIR AVAILABILITY OR CONTINUED COMPATIBILITY. THIS QUALIFICATION DOES NOT EXCLUDE OUR RESPONSIBILITY FOR OUR OWN BREACH OR OUR OBLIGATIONS CONCERNING PROVIDERS AND SUB-PROCESSORS WE ENGAGE TO DELIVER THE SERVICES.
THIS SECTION DOES NOT LIMIT THE EXPRESS DATA-USE COMMITMENTS IN SECTION 5.4, THE COMMITMENTS IN SECTIONS 6.4 AND 6.5, THE SECURITY OBLIGATIONS IN SECTION 9.4, THE DPA, THE INDEMNITY IN SECTION 11.2, OR ANY STATUTORY RIGHTS OR LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED. SECTION 12 GOVERNS LIMITATIONS OF LIABILITY.
10.4 Early Beta Qualifications and Mandatory Rights. During the early beta offering described in Section 4.5, these qualifications apply to the Services as a whole, rather than only to individually labelled features. Unless expressly agreed otherwise, we give no service-level commitment or guarantee of uninterrupted availability, production-level stability, or performance in every respect in accordance with the Documentation. The reasonable-efforts standard and corrective process in Section 10.2 continue to apply.
EARLY BETA DOES NOT REMOVE OUR OBLIGATIONS TO PROVIDE THE SERVICES WITH REASONABLE SKILL AND CARE, MAINTAIN THE SECURITY MEASURES IN SECTION 9.4, HONOR OUR OTHER EXPRESS OBLIGATIONS, OR COMPLY WITH THE DPA AND APPLICABLE LAW. NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY STATUTORY RIGHTS OR REMEDIES OR LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED. WHERE A MANDATORY RIGHT REQUIRES A DIFFERENT REMEDY OR REFUND, THAT RIGHT PREVAILS.
11. Indemnification
11.1 Customer Indemnity. The Customer will defend and indemnify us and our affiliates against third-party claims, and the resulting losses and reasonable legal costs, arising from: (a) the Customer’s hiring, staffing or employment decisions, including any claim of discrimination or breach of equality or automated-decision law, to the extent the claim arises from the Customer’s use of the Services or Outputs and not from our breach of Sections 6.4, 5.4, or 9.4 or of the DPA; (b) messages the Customer sends through the Services; (c) Customer Content; or (d) the Customer’s breach of Sections 5.2, 5.3, or 7. The Customer’s liability under this indemnity is governed by Section 12.4. This indemnity applies only where the Customer uses the Services for its trade, business, craft or profession, and is subject to any mandatory rights under applicable law.
11.2 MiraDay Intellectual-property Indemnity. For Customers subscribed to a paid Plan, we will defend and indemnify the Customer against third-party claims that the Services, used in accordance with these Terms, infringe an intellectual property right in the Customer’s country of establishment or in the United Kingdom or European Union, and pay resulting damages and reasonable legal costs. This does not cover claims arising from Customer Content, modifications not made by us, or use in breach of these Terms. If a claim arises we may procure the right for the Customer to continue, modify the Services so that they do not infringe, or terminate the affected part and refund the unused portion of subscription fees attributable to it, calculated under Section 8.6.
11.3 Claims Procedure. The indemnified party must notify the other promptly, allow it to control the defense and settlement, and cooperate reasonably. No settlement may impose obligations on the indemnified party without its consent.
12. Limitation of Liability
12.1 Liabilities That Cannot Be Excluded. NOTHING IN THESE TERMS EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR FOR ANYTHING ELSE THAT CANNOT BE EXCLUDED BY LAW, AND NOTHING IN THESE TERMS AFFECTS A DATA SUBJECT’S RIGHT TO COMPENSATION FROM EITHER PARTY UNDER ARTICLE 82 OF THE UK GDPR OR EU GDPR. NO LIABILITY CAP, EXCLUSION OR INDEMNITY RESTRICTS RIGHTS OR LIABILITIES PROTECTED BY APPLICABLE STANDARD CONTRACTUAL CLAUSES OR THE UK ADDENDUM.
12.2 Excluded Categories of Loss. SUBJECT TO SECTION 12.1, NEITHER PARTY IS LIABLE FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, OR FOR INDIRECT OR CONSEQUENTIAL LOSS, HOWEVER ARISING.
WE ARE NOT LIABLE FOR LOSS ARISING FROM A HIRING, STAFFING OR EMPLOYMENT DECISION THE CUSTOMER MAKES, EXCEPT TO THE EXTENT THE LOSS RESULTS FROM OUR BREACH OF SECTIONS 6.4, 5.4, OR 9.4 OR OF THE DPA, IN WHICH CASE THE APPLICABLE CAP IN SECTIONS 12.3 AND 12.4 APPLIES.
12.3 General Liability Cap. SUBJECT TO SECTIONS 12.1, 12.4 AND 12.5, EACH PARTY’S TOTAL LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS IS LIMITED, FOR ALL CLAIMS ARISING IN ANY CONTRACT YEAR, TO THE FEES ACTUALLY PAID BY THE CUSTOMER FOR THE SERVICES IN THE TWELVE MONTHS BEFORE THE FIRST SUCH CLAIM. FOR A CUSTOMER USING A FREE PLAN WHO HAS PAID NO FEES FOR THE SERVICES IN THAT PERIOD, THE CAP IS £100. IF THE CUSTOMER HAS PAID FEES IN THAT PERIOD, THE PAID-FEES FORMULA APPLIES RATHER THAN THE FREE-PLAN AMOUNT.
12.4 Application of Liability Limits. SUBJECT TO SECTION 12.1:
Customer indemnity. THE CAP IN SECTION 12.3 DOES NOT APPLY TO THE CUSTOMER’S INDEMNITY UNDER SECTION 11.1. SECTION 12.2 DOES NOT EXCLUDE AMOUNTS PAYABLE TO THIRD PARTIES OR REASONABLE DEFENSE COSTS COVERED BY THAT INDEMNITY. THIS DOES NOT EXPAND THE CLAIMS COVERED BY SECTION 11.1 OR REMOVE ITS BUSINESS-USE CONDITION OR THE PROCEDURE IN SECTION 11.3.
Data protection, security and early beta. EXCEPT FOR THE CUSTOMER INDEMNITY ABOVE AND LIABILITIES PRESERVED BY SECTION 12.1, THE GENERAL CAP IN SECTION 12.3 APPLIES TO COMMERCIAL LIABILITY BETWEEN THE PARTIES UNDER THE DPA AND DSA, BREACH OF SECTION 9.4, AND CLAIMS ARISING FROM THE EARLY BETA OFFERING DESCRIBED IN SECTION 4.5. NO SEPARATE DATA PROTECTION, SECURITY OR EARLY BETA MONETARY CAP APPLIES.
FOR LIABILITIES SUBJECT TO SECTION 12.3, CLAIMS UNDER THESE TERMS, THE DPA AND THE DSA SHARE THAT CAP AND DO NOT CREATE SEPARATE OR CUMULATIVE CAPS. THE SAME LOSS CANNOT BE RECOVERED TWICE. THE PAYMENT OBLIGATIONS AND MANDATORY RIGHTS IN SECTION 12.5 REMAIN UNAFFECTED.
12.5 Payment Obligations and Mandatory Statutory Rights. THE CUSTOMER’S PAYMENT OBLIGATIONS ARE NOT SUBJECT TO THE CAP. NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY STATUTORY RIGHTS OR REMEDIES THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.
13. Term and Termination
13.1 Suspension and Restoration. We may suspend an account or an Authorized User’s access, in whole or in part, where we reasonably believe that: there is a security risk to the Services or to other Customers; the Customer or an Authorized User is in breach of Sections 7 or 6.5; payment remains unpaid as described in Section 8.2; or providing the Services would breach the law. We will tell the Customer in writing why, in advance where practicable, and limit the suspension to the users or features concerned. Except for security risks, non-payment, or processing or transfers that must stop under applicable law or transfer safeguards, we give the Customer 30 days to remedy a breach before suspending. During a suspension we provide export or return of Customer Content subject to lawful access and security restrictions; where ordinary access is restricted we seek a lawful, secure alternative under the DPA. We lift the suspension as soon as the reason is resolved.
13.2 Cancellation, Account Closure and Termination by the Customer. The Customer may cancel its subscription at any time under Section 8.5, terminate for our material breach that we have not cured within 30 days of notice, or exercise the termination rights described below. An individual Customer may delete their own user account in Settings by following the confirmation steps shown in the Services. For assistance with account deletion, contact support@miraday.ai. An Organization Administrator may remove organizational membership but cannot delete or reset the member’s account or disconnect its account-level connections or Extension. Account closure does not itself instruct deletion of an organization’s Workspace; the organization must provide its own lawful instruction. Cancelling a subscription, ending organization membership and deleting a user account are separate actions; continued personal use after leaving an organization is described in Section 3.6.
Where these Terms give the Customer a right to terminate because of our breach (Section 10.2) or a change we make (Section 14), termination takes effect on notice and we refund the unused portion of prepaid subscription fees, calculated under Section 8.6. This does not limit other remedies under these Terms or applicable law.
13.3 Termination by MiraDay. We may terminate these Terms: for the Customer’s material breach not cured within 30 days of notice; immediately, with written reasons, for breach of Sections 7.1 or 7.5; if the Customer becomes insolvent; or, for a Customer using a Free Plan, on 30 days’ notice for any reason. We may also terminate the Customer’s subscription to a paid Plan on 30 days’ notice if we withdraw the Services, in which case we refund the unused portion of prepaid subscription fees, calculated under Section 8.6.
13.4 Effects of Termination, Data Export and Deletion. Termination concerns the relevant Customer agreement and the access and Customer Content covered by it. Ending organization membership does not itself terminate the user’s individual Customer agreement or Personal Workspace, as Section 3.6 provides. Cancelling a paid subscription does not itself end any continuing processing services in an active Workspace. Access covered by the terminated agreement ends, except that for 30 days after termination the Customer may export its Customer Content in a machine-readable format through the Services or by asking us, subject to the lawful access, security and transfer restrictions in DPA Section 6. At the Customer’s choice we return or delete Customer Personal Data under that Section; the export window does not prevent an earlier lawful deletion instruction. Return and deletion, including protected backups, must be completed within 90 days after the relevant processing services end, inclusive of the 30-day export window, subject to the earlier-action requirements and legally required retention in DPA Section 6. Eligible Contributed Fields already lawfully held in F2D remain subject to the DSA, lawful purpose and retention limits and candidates’ rights; termination does not authorize continued unlawful processing.
F2D Data that the Customer has lawfully saved into its own applicant-tracking or CRM system during the subscription, in the ordinary course of Recruiting Purposes, may continue to be used after the subscription ends for those purposes, subject to Section 5.2 and the DSA, including ongoing lawful-basis, retention and rights requirements. Bulk export in anticipation of termination does not qualify for this continued use. No fixed post-termination email update service is promised. The parties remain responsible for legally required recipient notifications and rights cooperation for retained data under the DSA.
13.5 Accrued Rights and Survival. Sections 4.3, 4.4, 5.2, 5.3, 9, 10, 11, 12, 13.4, 15 and 16, and the DSA, survive termination as applicable to retained data and continuing obligations. The DPA continues to apply for as long as MiraDay or its Subprocessors retain Customer Personal Data, including during export, deletion and protected retention. Applicable transfer clauses survive as they require.
14. Changes to the Services and These Terms
14.1 Service and Plan Changes. Changes to Plans and prices are governed by Section 8.1. Development and changes during the early beta offering are governed by Section 4.5, subject to the notice and paid-entitlement arrangements in Sections 8 and 14. Material changes to matching and ranking are subject to Section 6.4(c). If we withdraw the Services and terminate the Customer’s subscription to a paid Plan, Section 13.3 governs notice and refunds. Changes to the contractual terms follow the provisions below.
14.2 Reasons for Changes and General/Material Changes. We may change these Terms, the DPA and the DSA for one or more of these reasons: a change in law or regulatory guidance; a security or fraud risk; a change to the Services’ features, the way they are provided or their cost; or to correct an error or improve clarity. A material change is any change to Sections 3.3, 3.4, 3.5, 3.6, 5, 6, 7, 9.1, 9.3, 10, 11, 12, 13, 14 or 15, to Annex 1 of the DSA, to Credits consumption rates, or to how the AI features or the Extension may be used, and any other change that reduces the Customer’s rights or increases its obligations. Any other change is a general change.
14.3 General Changes: Notice, Effective Date and Acceptance. We post the new version with a new version number and date and describe the change in the summary of changes. It takes effect on the date stated, at least 14 days after posting. Continued use after that date is acceptance.
14.4 Material Changes: Notice, Acceptance and Exit Rights. We will give at least 30 days’ advance notice by email to the individual Customer for personal use or to the organization’s registered contact and Organization Administrator for organizational use, and by a notice in the Services. A Customer that does not accept a material change may notify support@miraday.ai before the effective date to terminate the affected service when the change takes effect, with a refund of unused prepaid subscription days under Section 8.6. Continuing to use the affected Services after the effective date constitutes acceptance by the relevant Customer, subject to any separate acceptance required by law. An ordinary member’s access alone does not accept changes on the organization’s behalf. Changes are not retrospective and do not apply to a dispute that arose before their effective date. Changes to contributed fields or purposes must be coordinated with the applicable privacy notices and cannot take effect before required legal conditions have been met.
14.5 Legally Required Changes and Separate Privacy-policy Updates. Changes required by a change in law take effect on the date the law requires, on as much notice as we can give. Changes to the Privacy Policy follow the Privacy Policy’s own Section 10 and are not changes to these Terms.
15. Governing Law and Dispute Resolution
15.1 Informal Dispute Resolution. Before starting proceedings, either party must send the other a written dispute notice, and the parties’ senior representatives must meet (in person or by video) within 20 days and try in good faith to resolve the dispute for 45 days from the notice; if the other party does not participate, the 45 days are deemed to have run. This does not prevent either party from seeking an injunction, recovering an undisputed debt, or acting to prevent a limitation period expiring.
15.2 Governing Law and Courts.
These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over disputes arising under these Terms, subject to the mandatory protections and transfer-instrument provisions below.
THE GOVERNING-LAW AND DISPUTE-RESOLUTION PROVISIONS ABOVE ARE SUBJECT TO MANDATORY PROTECTIONS UNDER APPLICABLE LAW AND DO NOT RESTRICT SUPERVISORY AUTHORITY POWERS OR DATA SUBJECTS’ RIGHTS AND JUDICIAL REMEDIES UNDER APPLICABLE STANDARD CONTRACTUAL CLAUSES OR THE UK ADDENDUM. THE TRANSFER INSTRUMENTS GOVERN THEIR OWN FORUM AND LAW REQUIREMENTS.
16. Miscellaneous
16.1 Entire Agreement. These Terms, together with the DPA and the DSA, including their applicable Annexes, and the pricing page as incorporated under Section 2.4, are the entire agreement between the parties about the Services and replace all earlier agreements and representations. Each party confirms that it has not relied on any statement not set out in these Terms; nothing in this Section limits liability for fraud.
16.2 Assignment. The Customer may not assign or transfer these Terms without our written consent, except to a successor of its whole business on notice to us. We may assign these Terms to an affiliate or to a successor of our business on notice to the Customer, and the successor will be bound by them.
16.3 Notices. Notices under these Terms are given by email: to an individual Customer at their registered address, or to an organizational Customer at its registered contact address and, where Section 14 requires, to its Organization Administrator; to us at support@miraday.ai. A notice is treated as received on the next working day after it is sent, unless the sender receives a delivery failure. This ordinary notice rule does not delay breach, rights-request or transfer notifications governed by the DPA, DSA or mandatory law. The Customer must keep its addresses current. Termination notices and legal claims to Forward AI Labs, Inc. may also be sent by post to 710 Lakeway Drive, Suite 200, Sunnyvale, California 94085, United States.
16.4 Severability. If any provision is unenforceable it is limited to the minimum extent necessary and the rest remains in force.
16.5 No Waiver. A failure to enforce a right is not a waiver of it.
16.6 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.
16.7 Independent Contractors and Third-party Rights. The parties are independent contractors. Our affiliates are intended beneficiaries solely of the protection expressly given to them in Section 11.1 and may enforce that protection. Except for those rights and rights protected by mandatory Data Protection Law, applicable Standard Contractual Clauses or the UK Addendum, no person other than the parties has rights under these Terms. The Contracts (Rights of Third Parties) Act 1999 is excluded except for that express Section 11.1 protection. This Section does not restrict any protected data subject right or remedy under those instruments.
16.8 Language, Interpretation and Mandatory Rights. Headings are for convenience only. These Terms are in English; a translation is for convenience and the English version prevails. Nothing in these Terms excludes or limits any statutory rights or remedies that cannot lawfully be excluded or limited.
16.9 Contact and Company Information. Terms, legal notices and support: support@miraday.ai. Privacy: privacy@miraday.ai, the Privacy Center, or the Privacy Request page. Company: Forward AI Labs, Inc. Address: 710 Lakeway Drive, Suite 200, Sunnyvale, California 94085, United States.