Ad Legends AI Content Addendum

This Ad Legends AI Content Addendum (this “Addendum”) is entered into by and between Ad Legends, Inc., a Delaware corporation (“Ad Legends”), and the customer identified on the order form, statement of work, or master services agreement to which this Addendum is attached or incorporated by reference (“Customer”). This Addendum supplements the Ad Legends Terms of Service published at https://www.adlegends.ai/terms (the “Terms”), the AI Content Policy published at https://www.adlegends.ai/policy/ai-content (the “AI Content Policy”), and any executed master services agreement between the parties (the “MSA”, and together with the Terms and the AI Content Policy, the “Underlying Agreement”).

1. Definitions

Capitalized terms used but not defined in this Addendum have the meanings given in the Underlying Agreement. The following definitions apply specifically to this Addendum:

• “AI Output” means any text, image, video, audio, or other creative output generated or assembled by, or with the assistance of, the Ad Legends Service in response to Customer Inputs.
• “Customer Inputs” means any prompt, brief, reference image, brand asset, audio sample, talent reference, or other content submitted to the Ad Legends Service by or on behalf of Customer.
• “Downstream Recipient” means any client, advertiser, brand, agency, sublicensee, or other third party to whom Customer delivers, sublicenses, publishes, or distributes any AI Output.
• “Service” means the Ad Legends platform, applications, APIs, and any related software, content, and documentation.
• “Upstream Provider” means any third-party model, foundation-model, or generative-AI provider whose service is integrated into, or routed by, the Service, including without limitation OpenAI, Inc., Anthropic, PBC, Google LLC, Adobe Inc., Black Forest Labs, Inc., Stability AI Ltd., ElevenLabs, Inc., fal.ai, Replicate, Inc., and ByteDance Ltd.
• “Upstream Indemnity” means any indemnification, copyright shield, customer-copyright commitment, or analogous third-party-claim defense obligation extended by an Upstream Provider to Ad Legends in respect of AI Output produced by that Upstream Provider's model.
• “Claim” means any claim, demand, suit, action, proceeding, or investigation (whether at law or in equity, civil, criminal, administrative, regulatory, or otherwise) brought by any third party.

2. Scope and Order of Precedence

This Addendum governs the parties' respective obligations specifically with respect to AI Output. In the event of any conflict between this Addendum and the remainder of the Underlying Agreement on a matter relating to AI Output, intellectual-property indemnification for AI Output, or publisher responsibility for AI Output, this Addendum controls. In all other respects, the Underlying Agreement remains in full force and effect.

3. Ownership and License of AI Output

Subject to (a) Customer's compliance with the Terms, (b) Customer's payment of all applicable fees, and (c) the limitations of applicable law, Ad Legends grants to Customer all right, title, and interest that Ad Legends holds in and to AI Output produced by the Service in response to Customer Inputs. Customer acknowledges that U.S. copyright law currently restricts federal copyright registration of works lacking sufficient human authorship (Thaler v. Perlmutter, U.S. Copyright Office guidance effective January 2025), and Ad Legends makes no representation or warranty that any specific AI Output is eligible for copyright registration in Customer's name or at all.

4. Pass-Through of Upstream Indemnities

To the maximum extent permitted by the applicable Upstream Provider, Ad Legends shall pass through to Customer the benefit of any Upstream Indemnity in respect of AI Output produced by the relevant Upstream Provider's model, on the same terms, conditions, carve-outs, and limitations on which the Upstream Indemnity is granted to Ad Legends. Without limiting the foregoing:

• Ad Legends does not independently indemnify, warrant, or insure against any underlying training-data risk of any Upstream Provider;
• Ad Legends does not warrant the continued availability, scope, or financial sufficiency of any Upstream Indemnity, all of which are subject to change at the discretion of the relevant Upstream Provider;
• The benefit of an Upstream Indemnity is contingent on Customer's compliance with the Upstream Provider's conditions for that indemnity, including without limitation any obligation to use safety filters, refrain from attempting to generate infringing output, refrain from inputting content Customer does not have the right to provide, and refrain from modifying or combining Service output with non-Service content in a manner that voids the indemnity;
• On reasonable written request, Ad Legends will identify the Upstream Provider that produced a specified AI Output and link to the relevant Upstream Indemnity terms.

5. Customer Representations and Pre-Publication Review

Customer represents and warrants that, prior to any publication, distribution, sublicensing, broadcast, or delivery to a Downstream Recipient of any AI Output, Customer shall have:

• independently reviewed the AI Output for fitness for the intended use, including review for resemblance to any identifiable real person;
• obtained all necessary intellectual-property licenses, publicity-rights releases, talent and digital-replica consents (including those required by SAG-AFTRA Commercials Contract effective April 2025), trademark clearances, music synchronization and master-use licenses, model releases, and any other consents required by applicable law, regulation, or self-regulatory authority;
• confirmed compliance with all applicable advertising, substantiation, disclosure, and consumer-protection laws and self-regulatory standards (including the U.S. Federal Trade Commission Endorsement Guides, NAD/CARU standards, Tennessee's ELVIS Act and analogous state synthetic- media statutes, and the EU AI Act Article 50 transparency obligations to the extent applicable);
• where Customer is an agency or other intermediary, obtained the prior informed written consent of any Downstream Recipient to the use of generative-AI tools (including the Service) in the production of the deliverable, consistent with ANA Media Buying Contract template guidance and 4As industry practice; and
• documented a named human reviewer's sign-off on the specific AI Output for the specific use case, and retained that record for the longer of (i) the period required by applicable law and (ii) two (2) years from the date of publication.

6. Limitations and Carve-Outs

Notwithstanding any other provision of the Underlying Agreement, Ad Legends shall have no obligation under this Addendum (and any Upstream Indemnity passed through under Section 4 may be void) with respect to any Claim to the extent arising out of or relating to:

• any Customer Input;
• any modification, edit, retouch, fine-tune, or post-processing of AI Output by Customer or any third party;
• any combination of AI Output with other materials, tools, services, or content not supplied by Ad Legends;
• any use of AI Output to depict, evoke, or imply the likeness, voice, persona, or endorsement of any identifiable real person without that person's express prior written consent;
• any attempt by Customer to bypass, disable, or evade any safety filter, content moderation, or use restriction applied by the Service or by an Upstream Provider;
• any use of AI Output that violates applicable law, regulation, self-regulatory rule, union or guild agreement, or platform policy;
• any breach by Customer of the Underlying Agreement, including without limitation Section 5 of this Addendum; or
• any continued use, publication, or distribution of AI Output by Customer after Ad Legends has provided written notice of a Claim or potential Claim asserted by a third party with respect to that AI Output.

7. Disclaimers

EXCEPT FOR THE LIMITED PASS-THROUGH OBLIGATION EXPRESSLY SET FORTH IN SECTION 4 OF THIS ADDENDUM, AI OUTPUT IS PROVIDED “AS IS” AND “AS AVAILABLE”. AD LEGENDS EXPRESSLY DISCLAIMS, AND CUSTOMER WAIVES, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY (a) OF NON-INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL-PROPERTY, PUBLICITY, PRIVACY, OR MORAL RIGHT; (b) THAT AI OUTPUT WILL NOT INCLUDE UNINTENDED RESEMBLANCE TO ANY IDENTIFIABLE PERSON OR COPYRIGHTED WORK; (c) OF COPYRIGHT-REGISTRABILITY IN ANY JURISDICTION; OR (d) THAT AI OUTPUT WILL SATISFY ANY SPECIFIC INDUSTRY, REGULATORY, OR SELF-REGULATORY STANDARD. NO STATEMENT MADE BY ANY AD LEGENDS EMPLOYEE, CONTRACTOR, OR AGENT — WHETHER IN MARKETING, SALES, SUPPORT, OR OTHERWISE — SHALL BE CONSTRUED AS A WARRANTY OR REPRESENTATION IN DEROGATION OF THIS SECTION 7.

8. Customer Indemnification

Customer shall defend, indemnify, and hold harmless Ad Legends, its affiliates, and each of their respective officers, directors, employees, contractors, licensors, partners, and agents (collectively, the “Ad Legends Indemnified Parties”) from and against any and all Claims and any related losses, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees and costs of investigation, defense, and settlement) arising out of or relating to:

• any matter described in Section 6 (Limitations and Carve-Outs);
• any breach by Customer of any representation, warranty, or covenant in this Addendum or the Underlying Agreement;
• any Claim brought by a Downstream Recipient (or any further downstream party) in respect of AI Output delivered, sublicensed, broadcast, or published by Customer;
• any representation, warranty, indemnity, or service-level commitment made by Customer to any Downstream Recipient in excess of the rights and protections granted to Customer under the Underlying Agreement; and
• any violation by Customer of any applicable law, regulation, self-regulatory rule, union or guild agreement, or order of any governmental authority.

Ad Legends Indemnified Parties may, at their option, participate in the defense of any Claim with counsel of their own choosing, at their own expense. Customer shall not settle any Claim in a manner that imposes any obligation on, or admission by, any Ad Legends Indemnified Party without Ad Legends' prior written consent.

9. Cooperation; Notice of Claims

If Customer becomes aware of any Claim against any Ad Legends Indemnified Party arising out of or relating to AI Output, Customer shall promptly (and in any event within five (5) business days of discovery) notify Ad Legends in writing at legal@adlegends.ai. If Ad Legends becomes aware of any Claim asserted against it that may implicate AI Output produced for Customer, Ad Legends shall use commercially reasonable efforts to promptly notify Customer. Each party shall reasonably cooperate with the other in the defense of any covered Claim, at the requesting party's expense.

10. Limitation of Liability

Except for (a) Ad Legends' pass-through obligations under Section 4, (b) Customer's indemnification obligations under Section 8, and (c) liability that cannot be limited under applicable law, neither party shall be liable to the other under or in connection with this Addendum for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or business opportunity, in each case whether or not foreseeable. The aggregate liability of each party under this Addendum shall be subject to the liability cap set forth in the Underlying Agreement.

11. Insurance Acknowledgment

Customer acknowledges that the global insurance market for AI-generated content is in active flux. The Insurance Services Office (ISO) introduced standardized generative-AI exclusions into commercial-general-liability forms in 2026 (endorsements CG 40 47 and CG 40 48), and several major errors-and-omissions and media-liability carriers have added or are evaluating analogous exclusions. Customer is solely responsible for confirming with its insurance broker that its own media-liability, errors-and-omissions, and advertising-injury coverage responds to claims arising out of AI-generated content, and Ad Legends makes no representation as to the scope of Customer's coverage.

12. Survival

Sections 1 (Definitions), 5 (Customer Representations and Pre-Publication Review) with respect to AI Output published prior to termination, 6 (Limitations and Carve-Outs), 7 (Disclaimers), 8 (Customer Indemnification), 9 (Cooperation; Notice of Claims), 10 (Limitation of Liability), 11 (Insurance Acknowledgment), and this Section 12 shall survive any termination or expiration of this Addendum and the Underlying Agreement.

13. No Modification of Underlying Agreement

Except as expressly set forth herein, this Addendum does not amend, modify, or supersede the Underlying Agreement. The parties' respective rights and obligations under the Underlying Agreement remain in full force and effect.

14. Counterparts; Electronic Acceptance

This Addendum may be accepted by clickwrap or other electronic acceptance method made available by Ad Legends, by countersignature on a fully executed order form or MSA that incorporates this Addendum by reference, or in counterparts (including by electronic signature), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Acceptance Block (for executed-version use)

This Addendum becomes effective on the date last signed below (the “Addendum Effective Date”).

This Addendum is published as a form. The legally operative document for any specific customer is the version countersigned by Ad Legends and the customer, or accepted by the customer through Ad Legends' clickwrap acceptance flow with the Addendum incorporated by reference. To request a countersigned version, contact legal@adlegends.ai.