Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
17-184 Fremont Union High School District (FUHSD) and POGO, Inc., Kidpool Pilot Project
FIRST AMENDMENTTO AGREEMENT 17-184 BETWEEN THE CITY OF CUPERTINO AND FREMONT UNION WGH SCHOOL DISTRICT AND POGO, INC. FOR KIDPOOL PILOT PROJECT This First Amendment to Agreement 17-184 between the City of Cupertino and FREMONT UNION HIGH SCHOOL DISTRICT and POGO, INC., for reference dated 6/19/2018, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City"), FREMONT UNION HIGH SCHOOL DISTRICT, a school district (hereinafter "FUHSD") whose address is 589 W. Fremont Ave, Sunnyvale, CA 94087, and POGO, INC., a corporation (hereinafter "Software Provider") whose address is 3400 Wallingford Ave. N #171, Seattle, WA 98103, and is made with reference to the following : RECITALS: A. On 10/18/2017, an agreement was entered into by and between City, FUHSD and Software Provider (hereinafter "Agreement") for the Kidpool Pilot Project. The agreement will expire on 6/30/2018. B. City, FUHSD, and Software Provider desire to modify the Agreement on the terms and conditions set forth herein . NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. TERM Paragraph 1 of the Agreement is modified to read as follows: The term of this Agreement shall commence on October 18, 2017 and shall end on June 30, 2019, unless terminated earlier as set forth herein. 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. S~RQ? By_~M=el=is=sa~L=e=hm=a=n~----- Title -~C-=-o--=-F=oun;==de""""rl"""iac=nd~C=E=O=------~ J ft? )(g Title-=,;====------ Date ~........,,..~~------- CITY OF CUPERTINO Date~----------~~ J-/ By Rocio Fierro Title Actin~City Attorney Date '"<e..c. I JI ~ -7-1 i s;.~ J'-1~ -11$ ATTEST : \. · ~~ f ( By Grace Schmidt Title City Clerk Date 8 ( '2.£> \ l B EXPENDITURE DISTRIBUTION PO# 2018-353 100-12-120-700-702 Original $10,000 Amendment #1: - Amendment #2: - Total: $10,000 2-,ol %-oo Vub '353 NO. ________ _ AGREEMENT BETWEEN THE CITY OF CUPERTINO, FREMONT UNION HIGH SCHOOL DISTRICT AND POGO, INC. RE: KIDPOOL PILOT PROJECT FY 17-18 THIS AGREEMENT, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), FREMONT UNION HIGH SCHOOL DISTRICT (hereinafter referred to as "FUHSD"), and POGO, INC. (hereinafter referred to as "Software Prnvider"), is made with reference to the following: RECITALS TI1e following recitals are a substantive portion of this Agreement: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. The Fremont Union High School District covers the City of Cupertino, most of Smmyvale, and parts of San Jose, Los Altos, Saratoga, and Santa Clara, California. The FUHSD operates five high schools (9-12) and one Adult School; and . - C. POGO Inc. is a Software Prnvider and possesses the skiU, experience, ability, backgrntmd, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City, FUHSD and Software Provider desire to enter into an agreement for a Kid pool Pilot Project upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: TI1e term of this Agreement shall commence on October 18, 2017 and shall end on June 30, 2018, unless terminated earlier as set forth herein. Page 1 of 37 i i I I I 2. SERVICES TO BE PERFORMED: Software Provider shall perform each and every service set forth in Exhibit "A" Scope of Work which is attached hereto and incorporated herein by this reference. Software Provider shall enter into a Terms of Service Agreement with any users of the software in the form attached hereto as Exhibit "B". City and FUHSD are not subject to or bound by the Terms of Service Agreement. 3. COMPENSATION TO SOFTWARE PROVIDER: Software Provider shall be compensated for services performed pursuant to this Agreement in the amatmt set forth below and as described in Exhibit "A" which is attached hereto and incorporated herein by this reference. The compensation and reimbursable expenses to .be paid to Software Provider under this Agreement for all services described in Exhibit "A" by City and FUHSD shall not exceed eleven thousand five hundred dollars ($11,500.00). City shall pay no more than ten thousand dollars ($10,000.00) and FUHSD shall pay no more than one-thousand, five hundred dollars ($1,500.00) under this Agreement. 4. TIME IS OF THE ESSENCE: Software Provider, City, and FUHSD agree that time is of the essence regarding the performance of this Agreement. 5. LICENSES: PERMITS: ETC: Software Provider represents and warrants to City and FUHSD that it has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required to carry out the purposes of this Agreement. 6. ASSIGNMENTS: . Software Provider may assign, sublease, or transfer this Agreement, or any interest therein, to a third party with the prior written consent of City and FUHSD. Such consent shall not be unreasonably withheld. City's or FUHSD' s withholding of consent shall be deemed reasonable if it appears that the intended assignee In question is not financially or teclmically capable of performing Software Provider's obligations under this Agreement, or if City or FUHSD has reason to conclude that the proposed assignee is otherwise incapable of fulfilling Software Provider's duties hereunder. 7. ST AND ARD OF CARE: Software Provider warrants it is specially trained, experienced and competent to Page 2 of 37 perfonn the special services which will be required under this Agreement. Software Provider further warrants that it will meet industry standard in the delive1y of services. It further warrants that all services shall be performed by qualified and experienced personnel who are not employed by the City, FUHSD nor have any contractual relationship with City or FUHSD outside of this Agreement. 8. INDEPENDENT PARTIES: Software Provider is an independent contractor for both City and FUHSD. The maimer and means of conducting the work are tmder the control of Software Provider, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Software Provider's services. None of the benefits provided by City or FUHSD to its employees, including but not limited to, tmemployment insurance, workers' compensation plans, vacation and sick leave are available from City or FUHSD to Software Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Software Provider. Payments of the above items, if required, are the responsibility of Software Provider. 9. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Software Provider assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable !RCA or other federal, or state rnles and regulations. Software Provider shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Software Provider. 10. NON-DISCRIMINATION: Consistent with City and FUHSD's policy that harassment and discrimination are unacceptable employer/employee conduct, Software Provider agrees that harassment or discrimination directed toward a job applicant, a City or FUHSD employee, or a citizen by Software Provider or Software Provider 's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Software Provider agrees that any and all violations of this provision shall constitute a material breach of this Agreement. Page 3 of 37 ----------------------~- 11. INTELLECTUAL PROPERTY INDEMNIFICATION Software Provider agrees to, at its sole expense, to defend, hold harmless and/or settle any claim made by a third party against City and FUHSD alleging that the City's or FUHSD' s use of the Services infringes such third party's United States patent, copyright, trademark or trade secret ( an "IP Claim"), and pay those amounts finally awarded by a court of competent jurisdiction against City and FUHSD with respect to any sucl1 IP Claims. 12. DUTY TO INDEMNIFY AND HOLD HARMLESS: Software Provider shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and FUHSD, its officers, officials, agents, employees and volw1teers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury or death of any person damage to property, or other liability of any nature, whether physical, emotional, consequential or otherwise, arising out of, pertaining to, or related to the performance of this Agreement by Software Provider or Software Provider 's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of cotmsel of City and FUHSD' s choice, expert fees and all other costs and fees related to litigation. The provisions of this Section survive the completion of the Services or termination of this Contract. Pursuant to Goverrn11ent Code Section 895.4, and in lieu of Government Code Section 895.6 which provides for pro-rata risk allocation FUHSD shall indemnify, defend, and hold harmless the City, its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with, performance of the duties and obligations of the County and its employees set forth in this agreement. The City shall indemnify, defend, and hold harmless the FUHSD, its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with, performance of the duties and obligations of the City and its employees set forth in this agreement. The provisions of this Section survive the completion of the Services or termination of this Contract. 13. INSURANCE: A. GENERAL REQUIREMENTS: On or before the commencement of the term of this Agreement, Software Provider shall furnish City and FUHSD with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in Page 4 of 37 • I compliance with the requirements listed in Appendix "C". Software Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and FUHSD and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. B. SUBROGATION WAIVER: Software Provider agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Software Provider shall look solely to its insurance for recovery. Software Provider hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Software Provider or City with respect to the services of Software Provider herein, a waiver of any right to subrogation which any such insurer of said Software Provider may acquire agah1st City by virtue of the payment of any loss under such insurance. C. ADDITIONAL INSUREDS: City, FUHSD, and their respective legislative bodies, the Cuperth10 City Council, FUHSD Boards of Trustees, other boards and commissions, officers, employees and volunteers shall be named as an additional insureds under all h1surance coverage, except any professional liability insurance, required by this Agreement. The namh1g of an additional insured shall not affect any recovery to which such additional h1sured would be entitled under tlus policy if not named as such additional insured. An additional h1sured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other h1surance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. 14. RECORDS Software Provider shall mah1tah1 internal records documenting the Services performed by Software Provider hereunder, in accordance with customary recordkeeph1g practices h1 the software development h1dustry. Such records shall be maintained for a period of three (3) years after Software Provider receives final payment from City for all services required under this agreement. Software Provider shall provide free access to sud1 records to a designated City representative at all reasonable and proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary. No such examh1ation and audit shall give City the right to access Page 5 of 37 records relating to other Software Provider customers who are not participants in the KidPool Pilot Project referenced in this Agreement. If supplemental examination or audit of the records is necessary due to concerns raised by City's and FUHSD's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Software Provider shall reimburse City and FUHSD for all reasonable costs and expenses associated with the supplemental examination or audit. 15. NONAPPROPRIATION This Agreement is subject to the fiscal provisions ot the Cupertino Municipal Code and Agreement will terminate without any penalty (a) at any time in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term; condition, or provision of this Agreement. 16. NOTICES: All notices, demands, requests or approvals to be given tmde1· this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals shall be addressed as follows: TO CITY: City of Cupertino 10300 Torre Ave Cupertino CA 95014 Attention: Jaqui Guzman, Deputy City Manager Copy to: Randolph Hom, Esq. City Attorney, City of Cupertino 20410 Town Center Lane, Suite 210 Cupertino, CA 95014-3255 Page 6 of 37 17. A. TOFUHSD: Fremont Union High School District 589 W. Fremont Ave Sunnyvale, CA 94087 Attention: Polly M. Bove, Superintendent TO POGO: Pogo, Inc. 3400 Wallingford Ave. N #171 Seattle, WA 98103 Attention: Melissa Lehman, CEO TERMINATION: Basis for Termination In the event Software Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Software Provider shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Software Provider from City or FUHSD of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City or FUHSD may terminate the Agreement forthwith by giving to the Software Provider written notice thereof. City and FUHSD shall have the option, at its sole discretion and without cause, of termh1ating this Agreement by givmg thirty (30) days' prior written notice to Software Provide1· as provided herein. Upon receipt of m1y notice of termination, Software Provider shall immediately discontinue performance. B. Pro Rata Payments. City and FUHSD shall pay Software Provider for services satisfactorily performed up to the effective date of termination. In such event, a calculation of the amounts due shall be deemed correct as computed on a pro rata basis with compensation provided for the period of service paid as a percentage of the total contract amotmt. 18. WARRANTY AND WARRANTY DISCLAIMER Software Provider warrants that (i) the services shall be provided h1 a diligent, professional, and workmanlike manner in accordance with industry standards, (ii) the services provided under this agreement do not infringe or misappropriate any intellectual property rights of any third party, and (iii) the services shall substantially perform m all material respects as described h1 the Scope of Work in the event of any Page 7 of 37 breach of section (iii), above, Software Provider shall, as its sole liability and your sole remedy, repair or replace the services that are subject to the warranty claim at no cost to City and FUHSD or if Software Provider is unable to repair or replace, then it will refund any pre-paid fees for services not rendered. Except for the warranty described in this section, the services are provided without warranty of any kind, express or implied including, but not limited to, the implied warranties or conditions of design, merchantability, fih1ess for a particular purpose, and any warranties of title and non- infringement. 19. COMPLIANCE Software Provider shall comply with all state or federal laws and all ordinances, rules, policies and regulations enacted or issued by City. 20. CONFLICT OF LAW This Agreement shall be interpreted tmder, and enforced by the laws of the State of California. Any suits brought pursuant to this Agreement shall be filed with the Superior Court for the County of Santa Clara, State of California. 21. ADVERTISEMENT Software Provider shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City and FUHSD to do otherwise. 22. INTEGRATED CONTRACT This Agreement, including all appendices, represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by City, FUHSD and Software Provider. In the event that any Terms of Service, Exhibit, associated instrument or agreement executed by the Parties in conjunction with this Agreement or prior thereto contains a term that conflicts with the terms of this Agreement, the terms of this Agreement shall govern and supersede any other document or Exhibit. 23. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the Page 8 of 37 legal capacity and authority to do so on behalf of their respective legal entities. 24. WAIVER: A waiver by City and FUHSD of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent bread1 of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 25. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 26. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. II II II II II II II II II II II II II II II II II II Page 9 of 37 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. SOFTWARE PROVIDER By: Melissa Lehman Title: Co-Founder and CEO Date: Oct 18, 2017 A Mt('cip I Corporat/l-- By. David Brandt Title: City Manager Date: NT U~N HIGH SCHOOL ICT <h,,--._ RECOMMENDED FOR APPROVAL: Polly M. Bove Superintendent Date:-------- By:/ Tiife: APPROVED AS TO FORM: cgf .YI'}: Randolph Stevenson Hom, City Attorney ATTEST: __ / ~~I~ Grace Schmidt City Clerk f !·~(~ /7, CUPERTINO EXPENDITURE DISTRIBUTION: Account No: J00-12-120-700-702 Amount: 10,000.00 ·Page 10 of 37 EXHIBIT A: SCOPE OF WORK Vendor Pogo Rides provides community-sourced rides for kids through a mobile application available for iOS and Android. The Pogo app helps parents organize carpools and discover new shared trip options within their trusted groups. Project Objectives The Kid pool Pilot Project's objective is to create an effective parent carpool program that provides a safe, reliable alternative for busy parents. Our goal is to help Cupertino parents create and manage local walk, bike, or car "kidpools" for school pick up and drop off as well as afterschool activities using the Pogo mobile application. Additionally, we anticipate that this program will measurably reduce traffic congestion around Cupertino school during peak hours as well as reduce its community's GHG emissions to help meet its CAP targets. Project Scope The City of Cupertino and Fremont Union High School District ("Clients") have expressed interest in piloting a walk, bike, and carpool/kidpool management and route matching discovery solution, Pogo, at up to two (2) schools for the 2017-18 school year. The application should provide parents with an easy platform to create or join trustworthy, reliable, and convenient pools with minimal expenditure of School/City resources. The City will evaluate the pilol program after one full semester. If successful, the City may make a reconunendation to roll out this application at additional school locations the following school year. Pogo Rides Scope of Work Application Support 1. Application -Provide a mobile application available for iOS, and Android for (1) coordination of walk, bike, and car kidpools and (2) discovery of convenient kid pool route matches between parents within a group community. Application features include: For Users: a. Trip scheduling and calendar integration b. In-app messaging and contact details c. Real-time GPS tracking of drivers with pick up and drop off notifications for parents d. Optional background checks: i. Optional background and motor vehicle record check, sent out via email by Pogo ($9.75 per user). ii. Starting, Ql 2018, in-app required verification of California driver's license for drivers and state-issued identification for non-drivers ($2 per user). Page 11 of 37 iii. School verification for fingerprinted volunteers (no additional cost) iv. In-app profile badge to indicate background checks passed. e. Pogo will require that all Users have sufficient comprehensive Auto and Liability Coverage for claims and accidents consistent with the statutory requirements of California. For Administrators a. Customizable click through terms of service language for group users. b. Customizable user surveys to aid in the evaluation process c. Ability to review active users and approve users for the program and relevant groups. d. Ability to remove users within 24 hours at administrator's discretion. e. Ability to change group pass code to maintain security. 2. Maintenance and Support -Provide ongoing application maintenance and customer support for users and administrators via a dedicated support person, in app support and email support. a. A service level agreement (SLA) of 48 hours to remedy any critical application issues as identified by Clients,,noting that for some issues Pogo is dependent on Apple's App Store approval process and 3,d party service providers b. Notices to all administrators of planned down-time or maintenance windows that impact service availability for more 12 hours during at least a week in advance. c. User maintenance -bulk removal of users as requested by the administrators to keep the user pool relevant to current school enrollment, limited to a quarterly basis unless there is a security concern, which will be accommodated with 24 hours. 3. Reporting-Provide reports to be used to evaluate program. a. Quarterly reports which include number of users, number of riders, number of rides/bikepools/walkpools, number of groups formed, connections made, and calculated carbon offsets per group or identified individuals b. Ad-hoc reports may be requested Onboarding Support 1. Written best practices to be used in implementing and launching a carpool/walkpool/bikepool program at schools. 2. Marketing Materials -Electronic marketing messages, plus a wide range of physical collateral options, including A-frame stands, which can be customized for Clients by Pogo with input and approval by Clients. Physical marketing materials can be produced Page 12 of 37 by Pogo and billed to Cupertino, or the art files can be shared with Cupertino and produced locally. a. Permission to use Pogo's logo and branding b. Permission to alter collateral and messaging as needed 3. Branded school community groups and support of bulk invitations Additional liability coverage by Founders Shield with coverage for City and District: 1. Cyber security insurance to protect against potential data security breaches; 2. Hired and non-owned auto supplemental coverage (optional). Client Partner Responsibilities City of Cupertino Program Ro/lout a. City will assist in the coordination of the Pilot Program with Pogo and the School Districts b. Provide funding for the Pilot Program in conjunction with the School District. The City will cover the cost of the onboarding fee, driver's license verification, and optional background check for first 500 users. Outreach Cupertino will lead the outreach strategy and coordinate outreach efforts with Pogo and school contacts. Deliverables include: a. Partner with the School Districts and POGO to develop a Marketing and Outreach Plan b. Working with Pogo to distribute program material that enhances parent awareness of Pogo and encourages walking, biking and carpooling c. Working with key school site staff to disseminate marketing material d. Enlisting parent champions at each school who will volunteer to raise awareness of Pogo and provide testimonials that encourage download and adoption of application. e. Speaking and/or tabling at school and community events. Evaluation Cupertino will develop and execute an Evaluation Plan that: a. Defines and tracks key metrics to evaluate if the pilot program was successful, such as measuring activity (groups formed, rides initiated, connections made) and reduced congestion (periodic manual counts of single family and carpool drop offs). b. Analyze data provided to City by POGO from the Pogo app. c. Arrange for staff and/or volunteers to manually gather survey data or conduct manual counts periodically. d. Analyze and present data to project partners. e. City reserves the right to discontinue its participation in program at any time. Page 13 of 37 Fremont Union High School District Program Ro/lout School Districts will: a. Provide funding for the Pilot Program in conjunction with the City. The District will cover the cost of the software licensing fee. b. Assign a Pogo site administrator to each school site. c. Direct the Pogo site administrator to set up a Pogo group at their respective school site (i.e. "Cupertino High"}, including the creation of a group code to be included in marketing material. d. Direct the school principal to consider designating a carpool drop-off/pick-up area in a convenient location. The principal should assign a staff member to monitor the carpool drop-off/pick up area marked by a carpool A-frame stand provided by Pogo or City. e. Allow Cupertino staff and/or volunteers to periodically conduct car ride and bicycle counts at the school site. Group Administration District will be responsible for ensuring that a group administrator is assigned for each school site. The responsibilities of the group administrator are to manage a Pogo group for their school site, including user badges and group management: i. Email group code to parents with an introductory email emphasizing to parents that it is their responsibility to vet and determine with whom to form a carpool. ii. At the end of the school year, ensure users that age-out or will not return to the school site the following year are removed. m. Direct parents to Pogo customer service if complaints are received. Communication The School District will ensure coordination related to project communication. Specifically, the School District will: a. Direct the Pogo site administrator to coordinate the dissemination of marketing materials provided by the City to school parents via email, mail, social medial, and other channels. b. Direct the school principal to make an announcement about Pogo or allow Cupertino staff and/or volunteers to speak and/or table a school events, including Back-to-School Night. Proj eel Timeline August 14, 2017 School Begins September 2017 -December 2017 Collect evaluation data October 2017 Soft Launch J anuarv 2018 Official Launch January 2018-June 2018 Manage Pilot July 2018 Analyze evaluation data August 2018 Present evaluation findings Page 14 of 37 Project Fees Phase 1 Marketing Material Posters Timeframe Oct 2017-Jun 2018 Scope Cost -Client selects -Software Licensing: $500 per school/s to pilot school program. -Onboarding: $1,000 per school -Background and DMV record check: $9.75 per user (optional) • Large (11X17 one-sided color): $3.00 each, electronic copies free • Small (5.5X8.5 two-sided half-sheet color): $0.75 each, electronic copies free Business cards (two-sided color cards): $20.00 for 500 Yard sign (18x24 two-sided color): $30.00 each Sandwich board (24x36 heavy-duty, two-sided color): $225.00 each Page 15 of 37 EXHIBIT B: TERMS OF SERVICE LEVEL THIS FOLLOWING USER AGREEMENT DESCRIBES THE TERMS AND CONDITIONS UNDER WHICH POGO OFFERS YOU ACCESS TO THE POGO PLATFORM. THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. 1. Agreement to Terms Hello and welcome to Pogo, Inc. ("Pogo," "Us," "We" or "Our"), a mobile device application (" App") and website located at www.pogorides.com (the "Site"). These Terms of Service ("Terms"), along with Our Privacy Policy, which is incorporated herein by reference, constitute the user agreement (the "Agreement") for the Site, desktop and mobile software internet application platform owned and operated by Pogo, Inc. (the "Services"). This Agreement is a legally binding agreement made between you ("User," "You," 11 Your," "Yourself,'1 "Driver," "Passenger," or "Ride Requestor," as applicable) and Pogo. If You are a parent or guardian of a minor who may use the Services (a "Minor Passenger," as defined in Section 6 below), You are legally consenting to these Terms on behalf of such Minor Passenger. Pogo is willing to license, not sell, the Services to You only upon the condition that You accept all the terms contained in this Agreement. By signing up with or by using the Services, You indicate that You understand this Agreement and accept all of its terms. If You do not accept all the terms of this Agreement, then Pogo is unwilling to license the Services to You and You should not use the Services. The Services provide a means to enable persons who seek transportation to certain destinations ("Ride Requestors") to coordinate Rides for Passengers with persons driving to or through those destinations ("Drivers") in the nature of ride sharing. Drivers are not paid and are not required to undergo Checks and Monitoring, but may do so voluntarily at their own expense. Drivers are Users of the Services who provide Rides. This Agreement describes the terms and conditions that will govern Your use of and participation in the Services. For purposes of this Agreement, all transportation coordinated through the Services among Users or Between Users and Drivers shall collectively be defined as "Ride" or "Rides" or "Ride Offer" or "Ride Request." Please read this Agreement carefully before using the Services. You must read, agree with and accept all of the terms and conditions contained in this Agreement, which includes those terms and conditions expressly set out below and those incorporated by reference, before You use the Services. By accessing the Services or offering or accepting Rides, You agree to be bound by the terms and conditions of this Agreement with respect to such usage. Page 16 of 37 IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT USE OR ACCESS THE SERVICES. 2. General Disclaimer POGO DOES NOT PROVIDE TRANSPORTATION SERVICES, AND POGO IS NOT A TRANSPORTATION CARRIER. IT IS UP TO THE DRIVER TO DECIDE WHETHER OR NOT TO OFFER A RIDE TO A RIDE REQUESTOR THROUGH THE SERVICES, AND IT IS UP THE RIDE REQUESTOR TO DECIDE WHETHER OR NOT TO ACCEPT A RIDE FROM ANY DRIVER THROUGH THE SERVICES. ANY DECISION BY A USER TO OFFER OR ACCEPT RIDES THROUGH THE SERVICES IS A DECISION MADE IN SUCH USER'S SOLE DISCRETION. POGO OFFERS INFORMATION AND A METHOD TO CONNECT DRIVERS AND RIDE REQUESTORS WITH EACH OTHER TO COORDINATE SHARED RIDES, BUT DOES NOT, AND DOES NOT INTEND TO, PROVIDE "FOR HIRE" TRANSPORTATION SERVICES OR ACT IN ANY MANNER AS A TRANSPORTATION CARRIER, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION SERVICES VOL UNT ARIL Y PROVIDED TO ANY PASSENGER BY ANY DRIVER USING THE SERVICES. We cannot verify or guarantee the accuracy of the information Users provide on the Services, and We do not control the information provided by Users that is made available through the Services. Therefore, Pogo cannot and does not confirm each User's purported identity or representations those Users make on the Services other than as explicitly laid out in these Terms. You may find other Users' information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the Services. Please note that there are also risks of dealing with underage persons or people acting under false pretense. By using the Services, You agree to accept such risks and that Pogo is not responsible for the acts or omissions of Users on the Services. We encourage You to communicate directly with each potential Driver or Ride Requestor prior to coordinating a Ride. 3. Changes to Services and Terms Because Our Services are evolving over time, We reserve the right to change or discontinue all or any part of the Services any time and without notice, at Our sole discretion. Pogo also reserves the right, at its sole discretion, to amend these Terms at any time by posting the amended terms on the App and the Site. We will also update the "Last Updated" date at the top of these Terms. If We post amended Terms on the App and Site, You may not use the Services thereafter without accepting the amended Terms. Except as stated below, all amended Terms shall automatically be effective after they are posted on the App and Site. By continuing to access or use the Site, App or Services after We have posted a modification on the Site or the App or have provided You with notice of a modification, You are indicating that You agree to be bound by the modified Terms. If the modified Terms are not acceptable to You, Your only recourse is to cease using the Site, App and Services. 4. Introduction to the Services Below is a list of some of the important things We do and don't do. Page 17 of 37 What Wedo: • We provide a platform via Our App and Our Website (defined above as the "Services") for Ride Requestors and Drivers who register with Us to coordinate shared Rides with each other. • We allow Users to post and display information on the Services about themselves and Minor Passengers on whose behalf the User submits a Ride Request, which Drivers can see prior to accepting Ride Requests. • We allow Users to form "Groups" in order to facilitate Rides among members of the Group. Members of a Group are able to see other members' profile information, including information about the adult member, any Minor Passengers included in the member's profile, and vehicle information that may be included in the member's profile. Users of the Services who are not members of a Group are not able to see the Group's members (except for the Group administrator) or their profile information. • We allow Users who wish to act as Drivers to post Ride Offers for Passengers. • We also allow Users to act as Ride Requestors and post Ride Requests for Passengers • After receiving a Ride Request, Drivers can then choose to accept the Ride Request and coordinate a Ride in whatever manner the Driver deems appropriate, including coordinating Rides among Passengers from different Groups. Users who have special instructions for Drivers must specify such in.structions in the "Notes" field of the Ride request. Pogo cannot control whether a Driver will or can abide by such instructions. • In the event there is a dispute between or among two or more Users with respect to a Ride, We may-but are not obligated to-investigate the dispute. • We may send You text messages, push notifications, emails and other communications, including advertising and promotional materials from Pogo or third parties. • We may remove from Our site any Inappropriate Content when We become aware of it. • Through Our third party partners, We may provide driving record and/or background checks, GPS tracking, and driving behavior monitoring (collectively, "Checks and Monitoring"). Drivers may voluntarily request Checks and Monitoring at their own expense. What We don't do: • We are not a transportation carrier. We do not provide or arrange for provision of cars or drivers. Users who offer themselves as Drivers or Passengers on the Services are not employees or agents of Pogo and have no authority to act or speak on Pogo's behalf. Page 18 of 37 • We do not make any representaHons or warranties about Drivers or their vehicles. We do not monitor, inspect or verify the information Drivers post about themselves or their vehicles on the Services. • We do not verify the truth or accuracy of information provided by Users on the Services other than as explicitly set out in these Terms. It is up to You to evaluate and determine whether You want to share a Ride with one or more other Users. • We do not allow Ride Requestors to request Rides on behalf of anyone other than the Ride Requestor or Passengers on whose behalf the Ride Requestor has legal authority to request a Ride. • It is up to You to coordinate with Your Driver and other Users if You would like to specify which Passengers should be included in a Ride or provide other special instructions. Pogo cannot control whether a Driver will or can abide by such instructions. • We do not provide any assurances that any Rides negotiated between Users in fact will occur; that Drivers will pick up Passengers on time or at all; or that Passengers will reach their destinations on time or at all. We also make no representations or warranties regarding the timing, duration, quality or safety of the Rides. • The Checks and Monitoring We may offer are in no way a representation or warranty regarding the accuracy of the information that Users post about themselves or their vehicles, and do not constitute representations or warranties regarding the quality or safety of the Users, their vehicles, or the Rides. • We do not express any opinion, nor do We make any assurances regarding, the truth or accuracy of any User reviews or ratings. We do not regularly monitor or remove reviews or ratings, or any portion thereof, unless they contain Inappropriate Content. 5. Ride Requests A Ride Requestor may request a Ride on behalf of a Passenger for whom the User has legal authority to contract, by providing the necessary descriptive information for the desired Ride through the Services, including (1) the Passenger who will be participating in the Ride, (2) the pick-up and drop-off locations, (3) the desired pick-up time and date and (4) the desired drop- off time and date (collectively, the "Ride Description"). The Ride Requestor may-but is not obligated to-consent to Passengers (including Minor Passengers) being able to communicate with the Driver through text message, in which case the Ride Requestor will also provide the Passengers' mobile numbers. If such consent is not provided, Passengers other than the Ride Requestor will not receive communication from, and will not be able to send communication to, the Driver. The terms defined by the Ride Requestor and Driver with respect to the Ride, including but not limited to the pick-up location, drop-off location, pick-up time, drop-off time, identity of Page 19 of 37 Passenger[s], and route, constitute an agreement between the Ride Requestor and the Driver. You acknowledge and agree that You, and not Pogo, will be responsible for performing the obligations of any such agreements, that Pogo is not a party to such agreements, and that Pogo disclaims all liability arising from or related to any such agreements. Once Pogo receives confirmation of a Ride request from the applicable Driver, Pogo will send the Driver, Ride Requestor and Passenger (if the Ride Requestor has consented to notification messages or such Passenger) message notification confirming the Ride. 6. Eligibility to Use the Services The Services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, certain parts of the Services are available to minors younger than age 18 whose parents or guardians have consented to such minors' use of the Services ("Minor Passengers"). The Services are not intended to allow adult Passengers unless they are parents or guardians of Minor Passengers. The Services are not available to temporarily or indefinitely terminated Users. By using the Services, You represent and warrant that (1) You are at least 18 years old and capable of forming a binding contract with Pogo and are not barred from using the Services under applicable law or (2) that Your parent or guardian has consented on Your behalf to Your use of the Services. If You are utilizing the Services on behalf of a Passenger (including but not limited to Minor Passengers), You represent that You are legally authorized to enter into this agreement and agreements with Drivers on behalf of such Passenger. Please see Section 8 for additional User representations and warranties. You must be willing to provide general biographical information for Yourself and, as applicable, Passenger[ s] on whose behalf You use the Services. In the event the Minor Passenger on whose behalf You are utilizing the Services is under the age of 13, by providing such information about the Minor Passenger, You affirm that You are the Minor Passenger's parent or guardian and have all requisite authority to provide Us with such information and to authorize Us to use such information. For more information on Pogo's policies related to children under the age of 13 and The Children's Online Privacy Protection Act ("COPPA"), please refer to the Pogo Privacy Policy. By using the Services, You represent and warrant that You have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. 7. Account Information You are the sole authorized user of Your account. You are responsible for maintaining the confidentiality of any password provided by You or Pogo for accessing the Services. You are solely and fully responsible for all activities that occur under Your password or account. Pogo has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should You suspect that any unauthorized party may be using Your password or Page 20 of 37 account or You suspect any other breach of security, You will contact Us immediately at support@pogorides.com. 8. User Representations and Warranties As a condition to use of the Services, You represent, warrant and agree that You will abide by Pogo's User standards: For Drivers: a) Drivers must possess a valid Driver's license and be authorized to operate a motor vehicle and possess all appropriate licenses and other legal authority necessary to operate his or her vehicle in the jurisdiction in which Driver uses the Services and gives Rides. b) Drivers must possess automobile insurance required by State statutory minimums. c) Drivers must own, or have the legal right to operate, the vehicle such Driver uses when accepting Passengers, and such vehicle must be in good operating condition and meet all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind. d) Drivers must be willing to provide and share general biographical information (such as legal name, age, phone number) with Ride Requestors, Passengers (including Minor Passengers), and Pogo. e) Drivers will be solely responsible for any and all liability which results from or is alleged to result from the operation of the vehicle the Driver uses to transport Passengers, including, but not limited to personal injury, death and property damages suffered by Passengers and others. f) In the event of a motor vehicle accident, the Driver will be solely responsible for compliance with any applicable law, and making all necessary communications with the Driver's insurance carrier and the. insurance carriers of the other persons involved in the accident. g) Drivers will obey all applicable laws related to the matters set forth herein, and will be solely responsible for any violations of such laws. h) Drivers will not make any misrepresentation regarding Pogo, the Services, the Rides, or the Driver's status as a Driver. i) Drivers must have a mobile phone in his or her possession and the App open and operational at all times during the Ride in order to facilitate communication with the applicable Ride Requester and Passenger[s]. Drivers must not interact with the App while driving, except as permitted by applicable law. j) Drivers will not provide, or offer to provide, transportation services for profit, as a public carrier or taxi service, charge for rides or otherwise seek non-voluntary compensation from Ride Requestors or Passengers, or engage in any other activity in a manner that is inconsistent with the Driver's obligations under these Terms. k) Drivers must not permit anyone other than the Driver to drive the Driver's vehicle during a Ride. Page 21 of 37 1) Drivers agree that Pogo may, at its sole discretion, prohibit a Driver from being or continuing to be a Driver and providing Rides under the Services. For Ride Requestors/Passengers: a) Ride Requestors must be at least 18 years old and capable of forming a binding contract with Pogo and not barred from using the Services under applicable law. b) Ride Requestors who are using the Services on behalf of a Minor Passenger or other Passenger must consent on the Passenger's behalf to use of the Services, and represent and warrant that the Ride Requestor is legally authorized to enter into this agreement and agreements with Drivers on behalf of such Passenger. c) Passengers must be at the designated pick-up location at the designated time. If Passengers will not be at the appointed pick-up location at the designated time, the Passenger or Ride Requestor should use the App to notify the Driver. d) Passengers must not do anything during a Ride that could compromise the safety of the Driver, other Passengers, or the vehicle. e) The Ride Requestor must have a mobile phone in his or her possession and the App open and operational at all times an hour before the Ride, during the Ride, and an hour after the Ride's designated end time in order to facilitate communication with the applicable Driver and Passenger[s] (if the Ride Requestor has consented to such communication with the Passenger). f) Passengers must abide by the Driver's reasonable requests regarding Passenger behaviors that could damage or blemish the interior of the Driver's vehicle. All Users: a) You represent and warrant that the information You input into Your Pogo account and the information You.make visible to other Users (Your "profile information") is accurate, current and complete. You agree to maintain and timely update Your account and profile information to keep it accurate, current and complete at all times during Your use of the Services. You agree that Users and Pogo may rely on Your account and profile information as accurate, current and complete. b) Users will not: 1) Transport any illegal or hazardous objects or material during Rides. Impersonate any person or entity; "stalk" or otherwise harass any person. 2) Express or imply that any statements You make are endorsed by Pogo, without Our specific prior written consent. 3) Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrievef index, 11 data 1nine 11 , or in any way reproduce or circumvent the navigational structure or presentation of the Services. Page 22 of 37 4) Post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; remove any copyright, trademark or other proprietary rights notices contained in the Services. 5) Rent, lease, lend, sell, redistribute, sublicense, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Services, any updates, or any part thereof. 6) Interfere with or disrupt the Services or Rides or the servers or networks connected to the Services; post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment connected to the Services; forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service; "framen or 11rnirror 11 any part of the· Service, or use meta tags or code or other devices containing any reference to Us or the Services in order to direct any person to any other web site for any purpose. c) You warrant, represent, and agree that Your account and profile information and Your interactions on the Services, including Your reviews of other Users, shall not be false, inaccurate or misleading (directly or by omission or failure to update information); infringe any third party's rights, including but not limited to intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; violate any law, statute, ordinance or regulation; be defamatory, libelous, abusive, obscene, profane, offensive, threatening, harassing, or racially offensive; contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or link directly or indirectly to any other web sites. d) You represent, warrant, and agree that You will use the Services in a manner consistent with all applicable laws and regulations. We reserve the right to, but are not obligated to, investigate and terminate Your participation in the Services if You misuse the Services or the Rides, or behave in a way which could reasonably be regarded as inappropriate, unlawful or illegal. e) If You sign up for the Services on behalf of a company or other entity, You represent and warrant that You have tl1e authority to accept these Terms on.its behalf. f) You agree that You will not transfer, use, 01· sell Your Pogo account and/or User information to any another party. We reserve the right, but We have no obligation, to terminate any account for noncompliance with these Terms. g) You acknowledge and agree that Pogo has no obligation to monitor Your access to or use of the Services or Rides or to review or edit any content, but has the right to do so for the purpose of operating the Services, to ensure Your compliance with these Page 23 of 37 Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. h) You are solely responsible for, and assume any and all risk and liability associated with, Your conduct with other people You may interact with through the Services. Pogo acts only as a passive conduit for Users' coordination of Rides. POGO ENDEAVORS TO ENSURE POSITIVE INTERACTIONS BETWEEN RIDE REQUESTORS, PASSENGERS, AND DRIVERS AND WORKS HARD TO ENSURE AN OPTIMAL, COMFORTABLE AND SAFE EXPERIENCE. HOWEVER, DRIVERS ARE HUMAN BEINGS, AND NO ONE IS PERFECT. POGO DOES NOT CONTROL, AND MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, OR ACCURACY OF, THE DRIVERS' PERFORMANCE OF RIDES OR THE CONDITION OF THE VEHICLES IN WHICH RIDES ARE PERFORMED. THE PROVISION AND QUALITY OF RIDES REQUESTED THROUGH THE USE OF THE SERVICES IS ENTIRELY THE RESPONSIBILITY OF THE APPLICABLE DRIVER. POGO MAKES NO WARRANTY, AND UNDER NO CIRCUMSTANCE ACCEPTS LIABILITY IN CONNECTION WITH AND/OR ARISING FROM, DRIVERS' PROVISION OF RIDES, THE CONDITION OF THE VEHICLES IN WHICH RIDES ARE PERFORMED, ANY ACTS, ACTION, BEHAVIOR, CONDUCT, AND/OR NEGLIGENCE ON THE PART OF THE DRIVER, OR ANY LOSS OF OR DAMAGE TO RIDE REQUESTOR OR PASSENGER, OR TO RIDE REQUESTOR OR PASSENGER'S PROPERTY, CAUSED BY A RIDE. 9. Groups Group membership is controlled by the administrator/creator of each Group, but access must be provided in accordance with these Terms. Only Users with invited phone numbers or emails can post Ride requests and offer Rides in a Group. 10. Limited License to Use the Services Pogo owns and retains ownership in the Services and all intellectual property therein. Contingent upon Your compliance with these Terms and Privacy Policy, Pogo hereby grants to You a limited, non-transferable, non-exclusive, non-assignable, revocable license to use the Services, Site, and App. 11. Additional Terms for App Store Apps • If You accessed or downloaded the App from the Apple Store, then You agree to use the App only: (1) on an Apple-branded product or device that runs iOS (Apple's proprietary operating system software); and (2) as permitted by the "Usage Rules" set forth in the Apple Store Terms of Service. If You accessed or downloaded the App from any app Page 24 of 37 store or distribution platform (like the Apple Store, Google Play or the Amazon Appstore) (each, an" App Provider"), then You acknowledge and agree that: • These Terms are concluded between You and Pogo, and not with App Provider, and that, as between Pogo and the App Provider, Pogo is solely responsible for the App. • App Provider has no obligation to furnish any maintenance and support services with respect to the A pp. • In the event of any failure of the App to conform to any applicable warranty, You may notify App Provider and App Provider will refund the purchase price for the App to You (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of an App to conform to any warranty will be the sole responsibility of Pogo. • App Provider is not responsible for addressing any claims You have or any claims of any third party relating to the App or Your possession and use of the App, including, but not limited to: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. • In the event of any third-party claim that the App or Your possession and use of the App infringes that third party's intellectual property rights, Pogo will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim solely to the extent required by these Terms. • App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to Your license of the App, and that, upon Your acceptance of the terms and conditions of these Terms, App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to Your license of the App against You as a third party beneficiary thereof. • You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the App nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the App You represent and warrant that: (1) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) You are not listed on any U.S. Government list of prohibited or restricted parties. 12. User Provided Content Pogo may, in Pogo's sole discretion, permit You from time to time to submit, upload, publish or otherwise make available to Pogo through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and ratings and reviews ("User Content"). User Content should not necessarily be relied upon. We do not guarantee the accuracy, completeness, or usefulness of any User Content on the Services. We do not adopt or endorse, nor are We responsible for, the accuracy Page 25 of 37 or reliability of any opinion, advice, or statement made by parties other than Us on the Services. Under no circumstances will We be responsible for any loss or damage resulting from anyone's reliance on User Content. We reserve the right, but We have no obligation, to monitor User Content. Notwithstanding this right, You remain solely responsible for any User Content that You submit to the Services. We shall have the right to remove any such material that in Our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others. Any User Content provided by You, except Feedback (defined below) remains Your property. However, by providing User Content to Pogo, You grant Pogo a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Pogo's business and on third- party sites and services), without further notice to or consent from You, and without the requirement of payment to You or any other person or entity. You represent and warrant that: (i) You either are the sole and exclusive owner of all User Content or You have all rights, licenses, consents and releases necessary to grant Pogo the license to the User Content as set forth above; and (ii) neither the User Content nor Your submission, uploading, publishing or otherwise making available of such User Content nor Pogo's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to not provide User Content that includes links to or marketing content for third party sites or products or is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Pogo in its sole discretion, whether or not such material may be protected by law ("Inappropriate Content"). Pogo may, but is obligated to, review, monitor, or remove User Content, at Pogo's sole discretion and at any time and for any reason, without notice to You. You represent and warrant that You own or otherwise control all of the rights to the User Content that You post; that such User Content is accurate; that posting of such User Content does not violate these Terms and will not cause injury to any person or entity; and that You will indemnify Us for all claims resulting from User Content You supply. 13. Third Party Content and Links The Services may contain links to other web sites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Content"). Such Third Party Content is not investigated, monitored or checked for Page 26 of 37 accuracy, appropriateness, or completeness by Us, and We are not responsible for any Third Party Sites accessed through the Services or any Third Party Content posted on, available through or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Content. Inclusion of, linking to or permitting the use or installation of Third Party Content does n.ot imply approval or endorsement thereof by Us. If You decide to leave the Services and access the Third Party Sites or to use or install any Third Party Content, You do so at Your own risk and You should be aware that Our Terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any web site to which You navigate from the Services or relating to any applications You use or install from the Services. 14. Location Information Location data provided by the Services is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage, or other loss. Neither Pogo, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by . the Services, whether provided by Pogo, Third Party Content, or Users. Geolocational data that You upload, provide, or post on the Services may be accessible to certain Users of the Services. You assume any and all risk of providing such data to other Users of the Services. 15. Pogo Communications to Users E-mail communications, text messages, and other messages sent from Us. through the Services are designed to make Your Pogo experience more efficient. You specifically agree to accept and consent to receive Pogo e-mail communications and text messages, which include, without limitation: notification messages informing You about potential available Drivers or Passengers, messages regarding the status and coordination of Your Ride and Ride Description through the Services, messages informing You of promotions We run, and messages informing You of new and existing features We provide. If You are a parent or guardian with legal authority to do so, You must consent on behalf of a Minor Passenger before that Passenger can receive text notifications or phone calls through the Services. 16. Network Access and Devices • You are responsible for obtaining the device and data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if You access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Pogo does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Page 27 of 37 17. Intellectual Property All intellectual property rights· in the Services are owned by Us absolutely and in their entirety. These rights include and are not limited to database rights, copyrights, design rights (whether registered or unregistered), trademarks (whether registered or unregistered), trade dress, and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Services are the property of their respective owners. 18. Copyright Complaints and Copyright Agent -DMCA Provision Pogo respects the intellectual property of others, and expects Users to do the same. If You believe, in good faith, that any materials on the Services infringe upon Your copyrights, please send the following information to Pogo's Copyright Agent at 3400 Wallingford Ave N #171, Seattle, Washington, 98103: a) A description of the copyrighted work that You claim has been infringed, including specific location on the Services where the material You claim is infringing is located. Include enough information to allow Pogo to locate the material, and explain why You think an infringement has taken place; b) A description of the location where the original or an authorized copy of the copyrighted work exists -for example, the URL (Internet address) where it is posted or the name of the book in which it has been published; c) Your address, telephone number, and e-mail address; d) A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its .agent, or the law; e) A statement by You, made tmder penalty of perjury, that the information in Your notice is accurate, and that You are the copyright owner or authorized to act on the copyright owner's behalf; and f) An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest. We may terminate access, usage or subscription to the website, as the case may be, for repeat infringers in appropriate circumstances. 19. Indemnity You are solely responsible for Your actions on the Services, and for the Passengers on whose behalf You coordinate Rides on the Services. You are therefore solely responsible for, and will compensate Us for, any and all liability we incur due to Your actions or the actions of Passengers on whose behalf You coordinate Rides on the Services. Specifically, You will defend, indemnify, and hold Us and Our officers, directors, employees, agents and any third party partners harmless for any losses, costs, liabilities and expenses (including reasonable attorneys' fees and costs) relating to or arising out of Your use of the Services (including User Content You post) or Your provision or acceptance of Rides on Your own behalf or on behalf of other Passengers, including but not limited to Your breach of these Terms, Your violation of any Page 28 of 37 law or the rights of a third party, including, without limitation, Drivers, Ride Requestors, Passengers, other motorists, and pedestrians, any allegation that any materials that You submit to Us or transmit to the Services infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; Your ownership, use or operation of a motor vehicle, including Your provision of Rides to Passengers; and/or any other activities in connection with the Services and Rides. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. IN NO EVENT WILL A GROUP BE HELD LIABLE FOR ITS MEMBERS' CONDUCT. IN THE EVENT THAT A CLAIM IS BROUGHT AGAINST A GROUP ARISING OUT OF ITS MEMBER'S CONDUCT, THE MEMBER OR MEMBERS WHOSE CONDUCT GA VE RISE TO THE CLAIM AGREE TO INDEMNIFY AND HOLD THE GROUP HARMLESS FOR SUCH CLAIM. Specifically, a member of a Group (the "Indemnifying Party") shall, at its sole cost and expense, indemnify, defend and hold the Group, its affiliates and subsidiaries, and its and their respective directors, officers, employees and agents (the "Indemnified Parties") harmless from any and all costs, expenses·(including reasonable attorney's fees), losses, damages or liabilities incurred insofar as such costs, expenses, losses, damages or liabilities are based on any action or inaction by the Indemnifying Party Each Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim for which it seeks indemnification, provided the failure or delay in doing so shall not relieve the Indemnifying Party from any obligation to indemnify any Indemnified Parties, except to the extent such delay or failure prejudices the defense of any such claim. 20. Release of Pogo in User Disputes Pogo reserves the right, but has no obligation, to monitor and manage disputes between You and other Users of the Services. You are solely responsible for Your interaction with other Users of the Services and other parties that You come in contact with through the Services. You will cooperate fully with Pogo in any investigation of suspected unlawful, fraudulent or improper activity, including, without limitation, granting Pogo access to any password-protected portions of Your account. Pogo hereby disclaims any and all liability to You or any third party relating to any dispute between You and other Users of the Services. In the event that You have a dispute with one or more Users, You agree to release Pogo (and Our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other Users or to Your use of the Services or Rides. 21. Other Disclaimers • THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." POGO DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, POGO MAKES NO Page 29 of 37 REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES, RIDES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. POGO DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. POGO'S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION SERVICES WITH OTHER USERS, BUT YOU AGREE THAT POGO HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO THE SERVICES OR ANY RIDES COORDINATED OR OFFERED BY YOU THROUGH THE SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. YOU ASSUME ALL LIABILITY AND RISK OF USING THE SERVICES AND COORDINATING AND/OR OFFERING RIDES. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. PLEASE CAREFULLY SELECT THE TYPE OF INFORMATION THAT YOU POST ON THE SITE OR THROUGH THE SERVICES OR RELEASE TO OTHERS. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS, OR "HACKERS"). POGO ONLY OFFERS TECHNOLOGY THAT ENABLES DRIVERS AND RIDERS TO COORDINATE SHARED TRANSPORTATION. POGO DOES NOT OFFER TRANSPORTATION SERVICES AND POGO IS NOT A TRANSPORTATION COMPANY OR CARRIER. WE ARE NOT INVOLVED IN THE ACTUAL TRANSPORTATION SERVICES BETWEEN DRIVERS AND RIDERS. AS A RESULT, WE HA VE NO CONTROL OVER THE QUALITY OR SAFETY OF ANY VEHICLE OR OF THE TRANSPORTATION THAT OCCURS AS A RESULT OF THIS SERVICE; NOR DO WE HAVE ANY CONTROL OVER THE TRUTH OR ACCURACY OF USERS' AND PASSENGERS' INFORMATION LISTED ON POGO. WE CANNOT ENSURE THAT A DRIVER OR PASSENGER IS WHO HE OR SHE CLAIMS TO BE OR THAT A DRIVER OR PASSENGER WILL ACTUALLY COMPLETE AN ARRANGED RIDE. WE RESERVE THE RIGHT TO CHANGE ANY AND ALL CONTENT, SOFTWARE AND OTHER ITEMS USED OR CONTAINED IN THE SERVICES AT ANY TIME WITHOUT NOTICE. THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. POGO ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. POGO IS Page 30 of 37 NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY TELEPHONE NETWORK OR SERVICE, COMPUTER SYSTEMS, SERVERS OR PROVIDERS, COMPUTER OR MOBILE PHONE EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICES. 22. LIMITATION OF LIABILITY • POGO SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT POGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. • POGO SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER OR ANY THIRD PARTY. POGO SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND POGO'S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT DRIVERS PROVIDING TRANSPORTATION SERVICES REQUESTED THROUGH THE SERVICES OFFER RIDESHARING OR PEER-TO-PEER TRANSPORTATION SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL POGO'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES AND RIDES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $500). THE LIMITATIONS AND DISCLAIMER IN SECTIONS 21 AND 22 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. Page 31 of 37 THE ASSUMPTION OF RISK AND LIMITATION OF LIABILITY SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN POGO AND YOU. 23. Term The Term begins when You begin using the Services, and continues as long as You use the Services. Use of the Services; i.e., accessing the App or the Site, means that You have officially "signed" the Terms. If You sign up for the Services on behalf of a company or other entity, You represent and warrant that You have the authority to accept these Terms on its behalf. 24. Breach Without limiting other remedies, We may terminate Your account and participation in the Services, remove Your profile information, warn other Users of Your actions, issue a warning, and any other action deemed reasonable by Us in Our sole discretion, if: a) You breach these Terms; b) We are unable to verify or authenticate any information You provide to Us; c) We believe that Your actions may cause financial loss or legal liability for You, Our Users or Us, or subject Pogo or You or any other User to regulation by any state or local government 01· regulatory agency; or d) We suspect that You have engaged in fraudulent activity in connection with the Services or Rides. 25. Feedback, Complaints and Dispute Resolution Feedback • We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You can submit Feedback by contacting Pogo at support@pogorides.com. Complaints To resolve a complaint regarding the Service, You should first contact Our Customer Service Department at support@pogorides.com. Dispute Resolution -Agreement to Arbitmte • You and Pogo agree that any dispute, claim or controversy between You and Pogo arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Rides ( collectively, "Disputes") will be settled by binding arbitration between You and Pogo, except that each party retains the right: (1) to bring an individual action in small claims court and (2) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's Page 32 of 37 copyrights, trademarks, trade secrets, patents or other intellectual property rights ( an "IP Protection Action"). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the State of Washington (with the exception of any User, Driver, Passenger or Ride Requester that utilizes the Services through the City of Cupertino or the Fremont Union High School District will be resolved in Santa Clara County under California law) and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that You and Pogo are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both You and Pogo otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms. • The arbitration will be administered by the American Arbitration Association (" AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Dispute Resolution section. (The AAA Rules are available through www.adr.org/arb med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section. • Unless You and Pogo otherwise agree, the arbitration will be conducted in King County, Washington by one arbitrator (with the exception of any User, Driver, Passenger or Ride Requester that utilizes the Services through the City of Cupertino or the Fremont Union High School District will be resolved in Santa Clara County under California law). If Your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that You and Pogo submit to the arbitrator, unless You request a hearing or the arbitrator determines that a hearing is necessary. If Your claim exceeds $10,000, Your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. • The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types Page 33 of 37 and amounts of damages for which a party may be held liable. The prevailing party in the arbitration will be entitled to an award of reasonable attorneys' fees and expenses. • Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if Your claim for damages does not exceed $75,000, Pogo will pay all such fees unless the arbitrator finds that either the substance of Your claim or the relief sought in Your Demand for Arbitration was frivolous or was brought for an improper purpose ( as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). 26. Governing Law • These Terms and any action related thereto will be governed by and construed in accordance with the laws of the State of Washington, without giving effect to any conflict of law principles. Any User, Driver, Passenger or Ride Requester that utilizes the Services through the City of Cupertino or the Fremont Union High School District will be resolved in Santa Clara County under California law. 27. Notice • Pogo may give notice by means of a general notice on the Services, electronic mail to Your email address in Your account, or by written communication sent by first class mail or pre-paid post to Your address in Your account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Pogo, with such notice deemed given when received by Pogo, at any time by first class mail or pre-paid post to 3400 Wallingford Ave N #171, Seattle, Washington 98103. 28. Entire Agreement • These Terms constitute the entire and exclusive understanding and agreement between Pogo and You regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Pogo and You regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect, unless otherwise specified in these Terms. 29. Assignment • You may not assign or transfer this Agreement, by operation of law or otherwise, without Pogo's prior written consent. Any attempt by You to assign or transfer this Agreement, without such consent, will be null and of no effect. Pogo may freely assign or transfer this Agreement without restriction. The assignment shall be to an assignee that is financially and technically capable of performing Pogo's obligations under this Page 34 of 37 Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. 30. Waiver • A party's failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of such party. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. 31. No Agency You and Pogo are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. 32. Headings Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. • If You have any questions about these Terms or the Services, please contact Pogo at support@pogorides.com. By using Our Services, You agree to be bound by these Terms. If You don't agree to these Terms, do not use the Services. Page 35 of 37 EXHIBIT C: INSURANCE REQUIREMENTS AND PROOF OF INSURANCE Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. A. COVERAGE: MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES Software Provider shall maintain the following insurance coverage: Workers' Compensation: Workers' compensation insurance as required by the State of California, with Salutatory Limits, and' s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease (if applicable). Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $1,000,000 each occurrence $1,000,000 aggregate -all other Property Damage: $500,000 each occurrence $1,000,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $2,000,000 will be considered equivalent to the required minimum limits shown above. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate -all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. Page 36 of 37 If the Software Provider maintains broader coverage and /or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. END OF ATTACHMENT C Page 37 of 37 -I ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) i....-,-, 11/08/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER C.ONTACT NAME: Hiscox Inc. rA~.9N.t '"'··"· (888) 202-3007 I fffc,J!Qt_ 520 Madison Avenue E-MAIL contact@hiscox.com 32nd Floor ADDRESS: New York, NY 10022 INSURER/SI AFFORDING COVERAGE NAIC# INSURER A: Hiscox Insurance Company Inc 10200 INSURED INSURER B: Pogo Inc INSURER C: 3400 Wallingford Ave N INSURER D: Unit 171 Seattle, WA 98103 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR 1r&aMEMYY1 ,~~Tb%~~. LIMITS LTR '"'"" '""'" POLICY NUMBER X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s 1,000,000 I CLAIMS-MADE [Kl OCCUR ~~~~~iJ9e~~~J~~ence' $ 100,000 MED EXP (Any one person) $ 5,000 - A -y UDC-1989921-CGL-17 06/01/2017 06/01/2018 PERSONAL & ADV INJURY 1 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ POLICY o rr2,: D LOG PRODUCTS -COMP/OP AGG $ SIT Gen. Agg OTHER: $ AUTOMOBILE LIABILITY ~~~~h~d~~llNGLE LIM!f $ ~ ANY AUTO BODILY INJURY (Per person) $ ~ ALL OWNED -SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ ~ -NON-OWNED rp~~~;c~Je~l~AMAGE HIRED AUTOS AUTOS $ ~ - $ UMBRELLA LIAS H.OCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ WORKERS COMPENSATION I ~frTuTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN ANYPROPRIETOR/PARTNERIEXECUTIVE D NIA E.l. EACH ACCIDENT $ OFFlCERJMEMBEREXCLUDED? (Mandatory In NH) E.l. DISEASE-EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE • POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attach8d If more space is required) CERTIFICATE HOLDER CANCELLATION City of Cupertino, its City Counci\,boards,commissions,officers,offi SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE cials,ag9nts,employees,consultants,vo1unteers THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10300 Torre Ave ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino CA 95014 I AUTHORIZED REP RESENT ATIVE ~l~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD ,.,.!" HISCOX Hiscox Insurance Company Inc. Policy Number: UDC-1989921-CGL-17 Named Insured: Pogo Inc Endorsement Number: 15 Endorsement Effective: November 09, 2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Ornanization(sl City of Cupertino, including its City Council, boards and commissions, officers, officials, agents, employees, consultants and volunteers 10300 Torre Ave Cupertino,CA 95014 Information required to comolete this Schedule, if not shown above, will be shown in the Declarations. Section II -Who Is An Insured is amended to in- clude as an additional insured the person(s) or organi- zation(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omis- sions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 ..,.fl HISCOX Hiscox Insurance Company Inc. Policy Number: UDC-1989921-CGL-17 Named Insured: Pogo Inc Endorsement Number: 16 Endorsement Effective: November 15, 2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s\ Or Oraanizationls\ Fremont Union High School District.including its boards and commissions, officers, officials, agents, employees, consultants and volunteers 589 West Fremont Ave. Sunnyvale.CA 94087 Information required to comnlete this Schedule, if not shown above, will be shown in the Declarations. Section II -Who Is An Insured is amended to in- clude as an additional insured the person(s) or organi- zation(s) shown in the Schedule, but only with respect to liability for "bodily injury'', "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omis- sions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 l'\.t' HISCOX GET THE RIGHT INSURANCE, RIGHT NOW Your Insurance documents Enclosed you will find the policy documents that make up your insurance contract with us. Hiscox Insurance Company Inc. Please read through all of these documents. If you have any questions or need to update any of your information please call us at 888-202-3007 (Mon-Fri, 8am-1 Opm EST). Your insurance documents Declarations Page This contains specific policy information, such as the limits and deductibles you have selected. Policy Wording This details the terms and conditions of your coverage, subject to policy endorsements. Endorsements These documents modify the Policy Wording or Declarations Page. These include relevant terms and conditions as required by your state and are part of your policy. Notices These documents provide information that may affect your coverage such as optional terrorism coverage (if purchased) and other important items required by your state. Application Summary This is a summary of the information that you provided to us as part of your application. Please review this document and let us know if any of the information is incorrect. Reporting a claim Please inform us immediately if you have a claim or loss to report. Please have your policy number available so we can ,handle your call quickly. Email: reportaclaim@hiscox.com Phone:866-424-8508 Mail: Attn: Direct Claims Hiscox 520 Madison Avenue -32nd Floor New York, NY, 1 0022 'I.I' HISCOX GET THE RIGHT INSURANCE, RIGHT NOW Declarations Page .,,/'I HISCOX HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600 Chicago Illinois 60603 Commercial General Liability Declarations In return for the payment of the premium, and subject to all the terms of this Policy, we agree with you to provide the insurance as stated in this Policy. Policy No.: ~I U-D-C---1-98_9_9_2-1--C-G-L--1-7---~ Named Insured: Address: Policy period: Form of Business: Each Occurrence Limit: Pogo Inc 3400 Wallingford Ave N Unit 171 Seattle, WA 98103 From: To: At 12:01 A.M. (Standard Time) at the address shown above. I Corqoration or other Organization I$ 1.Qoo.000 Damage to Premises Rented to You Limit: I$ 1 OD,000 Any one premises Medical Expense Limit: I$ 5,IJOO Any one person Personal & Advertising Injury Limit: $ 1,moo,ooo Any one person or organization General Aggregate Limit: I$ 2.~00.000 I June 01, 2018 Products/Completed Operations Aggregate Limit: Pr~jucts-completed operations are subject to the General Aggregate Limi~ Supplemental Business Personal Property Floater Coverage Limit: Supplemental Business Personal Property Floater Coverage Deductible: All Premises You Own, Rent or Occupy Premises Number: $0 j ' I Not Applicable Address: 1 3400 Wallingford Ave N .unit171 Total Premium: Attachments: CGL D001 01 10 1 $ 346.oo See attached Forms and Endorsements Schedule. Includes copyrighted material of Insurance Services Office, Inc., with its permission.© ISO Properties, Inc., 2000 Page 1 ~·(9 HISCOX HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600 Chicago Illinois 60603 IN WITNESS WHEREOF, the Insurer indicated above has caused this Policy to be signed by its President and Secretary, but this Policy shall not be effective unless also signed by the Insurer's duly authorized representative. Secretary ~Jb£2~ Authorized Representative CGL D001 01 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission.© ISO Properties, Inc., 2000 Page 2 l')t/'9 HISCOX HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 Forms and Endorsements Schedule Forms and Endorsements made part of this policy at time of issue: CGL 0001 01 10 -Commercial General Liability Declarations CG 00 01 12 07 -General Liability Coverage Form CGL E5421 CW (02/14) -Additional Insured -Automatic Status CGL E5409 CW (03/10) -Right and Duty to Select Defense Counsel CGL E5404 CW (03/10) -Exclusion -Personal Information CGL E5408 CW (03/10) -Cancellation Provision (14 Day Full Refund) CGL E5403 CW (03/10) -Notice Information CGL E5401 CW (03/10) -Definition of Employee CGL E5407 CW (03/10)-Exclusion -Professional Services IL 01 98 09 08 -Nuclear Energy Liability Exclusion Endorsement (Broad Form) CG 04 37 12 04 -Electronic Data Liability CG 21 41 11 85 -Exclusion -lntercompany Products Suits CG 00 68 05 09 -Recording and Distribution of Material or Information in Violation of Law Exclusion IL 01 46 08 10 -Washington Common Policy Conditions CG 01 81 05 08 -Washington Changes CG 21 73 01 15 -Exclusion Of Certified Acts OfTerrorism INT N001 CW (01/09) -Economic And Trade Sanctions Policyholder Notice INT D001 01 10 Page 1 of 1 f\./t HISCOX GET THE RIGHT INSURANCE, RIGHT NOW Policy Wording ~·rt HISCOX COMMERCIAL GENERAL LIABILITY CG 00 0112 07 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II -Who Is An In- sured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. SECTION I -COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this in- surance does not apply. We may, at our discre· tion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section Ill -Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insur- ance in the payment of judgments or set- tlements under Coverages A or B or medi· cal expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless ex· plicitly provided for under Supplementary Pay· ments -Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only ii: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "oc- currence" or claim, knew that the "bodily in- jury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any con- tinuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to th,e policy period, known to have oc· curred by 'any insured listed under Paragraph 1, of Section II -Who Is An Insured or any "employee" authorized by you to give or re· ceive notice of an 11 occurrence 11 or claim' inw eludes any continuation, change or resumption of that "bodily injury" or "property damage" af- ter the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed un- der Paragraph 1. of Section II -Who Is An In· sured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other in- surer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has oc- curred or has begun to occur. CG 00 0112 07 © ISO Properties, Inc., 2006 Page 1 of 16 0 e. Damages because of "bodily injury" include damages claimed by any person or organiza- tion for care, loss of services or death resulting at any time from the "bodily injury". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a con- tract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subse- quent to the execution of the contract or agreement. Solely for the purposes of liabil- ity assumed in an "insured contract", rea- sonable attorney fees and necessary litiga- tion expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation ex- penses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are al- leged. c, Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or un- der the influence of alcohol; or (3) Any sta1u1e, ordinance or regulation relating to the sale, gift, distribution or use of alco- holic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unem- ployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share dam- ages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability as- sumed by the insured under an "insured con- tract". Page 2 of 16 © ISO Properties, Inc., 2006 CG00011207 0 f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened dis- charge, dispersal, seepage, migration, re- lease or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipmenl that is used to heat water tor personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your pol- icy as an additional insured with re- spect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any in- sured, other than that additional in- sured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others tor the han- dling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time trans- ported, handled, stored, treated, dis- posed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or in- directly on any insured's behalf are per- forming operations if the "pollutants" are brought on or to the premises, site or lo- cation in connection with such opera- tions by such insured, contractor or sub- contractor. However, this subparagraph does not apply lo: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lu- bricants or other operating fluids which are needed to perform the normal electrical, hydraulic or me- chanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or re- lease of the fuels, lubricants or other operating fluids, or if such fuels, lu- bricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being per- formed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connec- tion with operations being performed by you or on your behalf by a con- tractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire". (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or in- directly on any insured's behalf are per- forming operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the ef- fects of, "pollutants". CG00011207 © ISO Properties, Inc., 2006 Page 3 of 16 0 (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, re- move, contain, treat, detoxify or neutral- ize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or "suit" by or on behalf of a gov- ernmental authority for damages be- cause of testing for, monitoring, cleaning up, removing, containing, treating, de- toxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a govern- mental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or en- trustment to others of any aircraft, "auto" or wa- tercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employ- ment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrust- ment to others of any aircraft, "auto" or water- craft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 26 feet long; and (b) Not being used to carry persons or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured con- tract" for the ownership, maintenance or use of aircraft or watercraft; or (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equip- ment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if It were not subject to a compulsory or financial responsibility Jaw or other motor vehicle insurance law in the state where it is li- censed or principally garaged; or (bl the operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equip- ment". h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any govern- ment, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental au- thority in hindering or defending against any of these. . j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restora- tion or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; Page 4 of 16 © ISO Properties, Inc., 2006 CG 00 0112 07 0 (5) That particular part of real property on which you or any contractors or subcontrac- tors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those op- erations; or (6) That particular part of any property that must be restored, repaired or replaced be- cause "your work" was incorrectly per- formed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the con- tents of such premises, rented to you for a pe- riod of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Prem- ises Rented To You as described in Section Ill -Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclu- sion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products- completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products- completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a sub- contractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or danger- ous condition in "your product" or "your work''; or (2) A delay or failure by you or anyone acting on your behalf to pertorm a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and ac- cidental physical injury to "your product" or "your work" alter it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or ex- pense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, re- placement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition In it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and ad- vertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. q. Distribution Of Material In Violation Of Statutes "Bodily injury" or "property damage" arising di- rectly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; or (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmit- ting, communicating or distribution of mate- rial or information. CG00011207 © ISO Properties, Inc., 2006 Page 5 of 16 0 Exclusions c. through n. do not apply to damage by fire to premises while rented to you or tempo- rarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section Ill -limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "per- sonal and advertising injury" to which this in- surance does not apply. We may, at our discre- tion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section Ill -Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limil of insur- ance in the payment of judgments or set- tlements under Coverages A or B or medi- cal expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under Supplementary Pay- ments -Coverages A and B. b. This insurance applies to "personal and adver- tising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowl- edge that the act would violate the rights of an- other and would inflict "personal and advertis- ing injury''. b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication of material, il done by or at the direction of the insured with knowl- edge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to li- ability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied con- tract to use another's advertising idea in your "advertisement". g. Quality Or Performance Of Goods -Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or per- formance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertise- menr. i. Infringement Of Copyright, Patent, Trademark Or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trade- mark, trade secret or other intellectual property rights. Under this exclusion, such other intellec- tual property rights do not include the use ol another's advertising idea in your "advertise- ment". However, this exclusion does not apply to in- fringement, in your "advertisement", of copy- right, trade dress or slogan. J. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web- sites for others; or Page 6 of 16 © ISO Properties, Inc., 2006 CG 00 0112 07 0 (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions Sec- tion. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertis- ing, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the in- sured hosts, owns, or over which the insured exercises control. I •. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use-of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mis- lead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or es- cape of "pollutants" at any time. n. Pollution-Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a govern- mental authority for damages because of testing for, monitoring, cleaning up, remov- ing, containing, treating, detoxifying or neu- tralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any govern- ment, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental au- thority in hindering or defending against any of these. p. Distribution Of Material In Violation Of Statutes "Personal and advertising injury" arising di- rectly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; or (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmit- ting, communicating or distribution of mate- rial or information. COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a) The accident takes place in the "cover- age territory" and during the policy pe- riod; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examina- tion, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the ap- plicable limit of insurance. We will pay reason- able expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic de- vices; and (3) Necessary ambulance, hospital, profes- sional nursing and funeral services. CG00011207 © ISO Properties, Inc., 2006 Page 7 of 16 0 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occu· pies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a work- ers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. !. Products-Completed Operations Hazard Included within the "products-completed opera· lions hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS -COVERAGES A ANDB 1. We will pay, with respect to any claim we investi· gate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only /or bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the in· sured at our request to assist us in the investi· gation or defense of the claim or "suit", includ· ing actual loss of earnings up to $250 a day because of time all from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. I. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment in· terest based on that period of time after the of· fer. g. All interest on the lull amount of any judgment that accrues after entry ol the judgment and before we have paid, offered to pay, or depos· ited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insur· ance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee ii all of the following conditions are met: a. The "suit" against the indemnitee seeks dam- ages for which the insured has assumed the Ii· ability of the indemnitee in a contract or agree- ment that is an "insured contract"; b. This insurance applies to such liability as- sumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been as- sum!3d by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the inter. ests of the insured and the interests of the in- demnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indem- nitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the i•suW; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coor- dinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and Page 8 of 16 © ISO Properties, Inc., 2006 CG00011207 0 (b) Conduct and control the defense of the lndemnltee In such "suit". So long as the above conditions are met, attor- neys' fees incurred by us in the defense of that in- demnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I -Cov- erage A -Bodily Injury And Property Damage Li- ability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litiga- tion expenses as Supplementary Payments ends when we have used up the applicable limit of in- surance in the payment of judgments or settle- ments or the conditions set forth above, or the terms of the agreement described in Paragraph I. above, are no longer met. SECTION II -WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insur- eds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an in- sured. Your members, your partners, and their spouses are also insureds, but only with re- spect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their du- ties as your officers or directors. Your stock- holders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their du- ties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "em- ployees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited li- ability company), to a co-"employee" while in the course of his or her em- ployment or performing duties related to the conduct of your business, or to your other "volunteer workers" while perform- ing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volun- teer worker" as a consequence of Para- graph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or con- trol of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any mem- ber (if you are a limited liability company). CG00011207 © ISO Properties, Inc., 2006 Page 9 of 16 0 b. Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That represen- tative will have all your rights and duties under this Coverage Part. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named In- sured ii there is no other similar insurance avail- able to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION Ill -LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay re- gardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and c. Damages under Coverage B. 3. The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products-completed op- erations hazard". 4. Subject to Paragraph 2. above, the Personal and Advertising Injury Limit is the most we will pay un- der Coverage B for the sum of all damages be- cause of all "personal and advertising injury" sus- tained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property dam- age" arising out of any one "occurrence". 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7. Subject to Paragraph 5. above, the Medical Ex- pense Limit is the most we will pay under Cover- age C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obliga- tions under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Sult a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent pos- sible, notice should include: (1) How, when and where the "occurrence" or offense took place: (2) The names and addresses of any injured persons and witnesses; and Page 10 of 16 © ISO Properties, Inc., 2006 CG00011207 0 (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim or "suit" as soon as practica- ble. c. You and any other involved insured must: (1) Immediately send us copies of any de- mands, notices, summonses or legal pa- pers received in connection with the claim or 11suit''; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the en- forcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than far first aid, without our consent. 3. Legal Action Against Us Na person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking far damages from an insured; or b. To sue us on this Coverage Part unless all of Its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or an a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the ap- plicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claim- ant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Cover- ages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Para- graph b. below applies. If this insurance is pri- mary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insur- ance by the method described in Paragraph c. below. b. Excesslnsurance (1) This insurance is excess over: (a} Any of the other insurance, whether primary, excess, contingent or on any other basis: (i} That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for premises rented to you or temporarily occu- pied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant !or "property damage" to premises rented to you or temporarily occu- pied by you with permission of the owner; or (iv) If the loss arises out of the mainte- nance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I -Coverage A -Bodily Injury And Property Dam- age Liability. (b) Any other primary insurance available to you covering liability for damages aris- ing out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty ta defend the insured against that "suit". II no other insurer de- fends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. CG00011207 © ISO Properties, Inc., 2006 Page 11 of 16 0 (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self- insured amounts under all that other in- surance. (4) We will share the remaining loss, if any, with any other insurance that is not de- scribed in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer con- tributes equal amounts until it has paid its ap- plicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limtt of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Cover- age Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as ad- vance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computa- tion, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accu- rate and complete; b. Those statements are based upon representa- tions you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds Except with respect to the limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this in- surance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The in- sured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expi- ration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that Is broadcast or published to the general public or specific mar- ket segments about your goods, products or ser- vices for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web-sites, only that part of a web- site that is about your goods, products or ser- vices for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto 11 means: a. A land motor vehicle, trailer or semitrailer de- signed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a com- pulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto" does not include "mobile equip- ment". Page 12 of 16 © ISO Properties, Inc., 2006 CG00011207 0 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death re- sulting from any of these at any time, 4. "Coverage territory" means: a. The United States of America (including its territories and possessions}, Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or dam- age arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above;. (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or simi- lar electronic means of communication provided the insured's responsibility to pay dam- ages is determined in a "suit" on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". 6. "Executive officer" means a person holding any of the officer positions created by your charter, con- stitution, by-laws or any other similar governing document. 7. "Hostile fire" means one which becomes uncon- trollable or breaks out from where it was intended tobe. 8. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, defi- cient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the re- pair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms ol the contract or agreement 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of prem- ises that indemnifies any person or organiza- tion for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract'1; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition op- erations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an in- demnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or ''property dam- age" to a third person or organization. Tort li- ability means a liability that would be imposed by law in the absence of any contract or agreement Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to pre- pare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifi- cations; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause ol the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the in- sured's rendering or failure to render pro- fessional services, including those listed in (2) above and supervisory, inspection, ar- chitectural or engineering activities. CG 00 0112 07 © ISO Properties, Inc., 2006 Page 13 of 16 0 10. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 11. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto 11 ; b. While it is in or on an aircraft, watercraft or 11 auto"; or c. While it is being moved from an aircraft, water- craft or "auto" to the place where it is finally de- livered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not at- tached to the aircraft, watercraft or "auto". 12."Mobile equipment" means any of the following types of land vehicles, including any attached ma- chinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, main- tained primarily to provide mobility to perma- nently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to per· manen!ly attached equipment al the following types: (1) Air compressors, pumps and generators, including spraying, welding, building clean· ing, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the fol- lowing types of permanently attached equip· ment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building clean· ing, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehi· cle insurance law In the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered 11 autos 11 • 13. "Occurrence" means an accident, including con- tinuous or repeated exposure to substantially the same general harmful conditions. 14. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following of!enses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person oc- cupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or or- ganization or disparages a person's or organ!· zation's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right · of pri- vacy; f. The use of another's advertising idea in your "advertisement"; or g. Infringing upon another's copyright, trade dress or slogan in your "advertisement". Page 14 of 16 © ISO Properties, Inc., 2006 CG00011207 0 15. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 16. "Products-completed operations hazard": a. Includes all "bodily injury" and "property dam- age" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical pos- session; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the fol- lowing times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your con- tract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equip- ment or abandoned or unused materials; or (3) Products or operations for which the classi- fication, listed in the Declarations or in a policy schedule, states that products- completed operations are subject to the General Aggregate Limit. 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occur- rence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from com- puter software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 18. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this in- surance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such dam- ages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which the insured submits with our con- sent. 19. "Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- ployee" on leave or to meet seasonal or short-term workload conditions. 20. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a lee, salary or other compensation by you or anyone else for their work performed for you. 21. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, dis- tributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose busi- ness or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, du- rability, performance or use of "your prod- uct"; and CG00011207 © ISO Properties, Inc., 2006 Page 15 of 16 0 (2) The providing of or failure to provide warn- ings or instructions. c. Does not include vending machines or other property rented to or located for the use of oth- ers but not sold. 22. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, du- rability, performance or use of "your work", and (2) The providing of or failure to provide warn- ings or instructions. Page 16 of 16 © ISO Properties, Inc., 2006 CG00011207 0 ..,t/0 HISCOX GET THE RIGHT INSURANCE, RIGHT NOW Endorsements ..,t,. HISCOX Hiscox Insurance Company Inc. Policy Number: Named Insured: Endorsement Number: Endorsement Effective: UDC-1989921-CGL-17 Pogo Inc 1 June 01, 2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-AUTOMATIC STATUS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II -Who Is An Insured is amended to include as an additional insured any per- son(s) or organization(s) for whom you are performing operations or leasing a premises when you and such person(s) or organiza- tion(s) have agreed in writing in a contract or agreement that such person(s) or organiza- tion(s) be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to lia- bility tor "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing opera- tions; or 2. In connection with your premises owned by or rented to you. A person's or organization's status as an addi- tional insured under this endorsement ends when your operations or lease agreement for that additional insured are completed. CGL E5421 CW (02/14) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 ~·~ HISCOX Hiscox Insurance Company Inc. Policy Number: UDC-1989921-CGL-17 Named Insured: Pogo Inc Endorsement Number: 2 Endorsement Effective: June 01, 2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RIGHT AND DUTY TO SELECT DEFENSE COUNSEL This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART In regard to any covered "suit" seeking damages under Section I -COVERAGE A -BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY or COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY, our right and duty to defend shall include the right to select defense counsel. GGL E5409 CW (03/10) Page 1 of 1 ~·~ HISCOX Hiscox Insurance Company Inc. Policy Number: UDC-1989921-CGL-17 Named Insured: Pogo Inc Endorsement Number: 3 Endorsement Effective: June 01, 2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULL V. EXCLUSION -PERSONAL INFORMATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Paragraph 2. Exclusions under Section I -COV- ERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY, COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY, and COVERAGE C -MEDICAL PAYMENTS is amended to include the following exclusion: Personal Information "Bodily injury", "property damage" or "personal and advertising injury" caused by the insured's failure to protect any non-public, personally identifiable infor- mation in the insured's care, custody or control. CGL E5404 CW (03/10) Includes copyrighted materia! of Insurance Services Office, lnc., with its permission, Page 1 of 1 ~·(' HISCOX Hiscox Insurance Company Inc. Polley Number: UDC-1989921-CGL-17 Named Insured: Pogo Inc Endorsement Number: 4 Endorsement Effective: June 01, 2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION PROVISION (14 DAY FULL REFUND) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART All Coverage Parts included in this policy are subject to the following condition: Notwithstanding anything in the "COMMON POLICY CONDITIONS" or any other cancellation provision to the contrary, if the first Named Insured cancels within 14 days of the inception of the policy period shown in the Declarations without there having been: (i) an "occurrence" that caused "bodily in- jury" or "property damage"; (ii) an offense arising out of your business that caused a "personal and advertising injury"; or (iii) an accident that caused "bodily injury"; then we shall return in full any pre- mium amount actually paid to us. In such event, the effective date of cancellation shall be deemed to be the inception date of the policy period shown in the Declarations. CGL E5408 CW (03110) Includes copyrighted material of Insurance Services Office, Inc., with !ts permission. Page 1 of 1 .,tt'I HISCOX Hiscox Insurance Company Inc. Policy Number: UDC-1989921-CGL-17 Named Insured: Pogo Inc Endorsement Number: 5 Endorsement Effective: June 01, 2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE INFORMATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Where To Send Notice Phone: Email: Mail: 866-424-8508 reportaclaim@hiscox.com Hiscox 520 Madison Avenue-32nd Floor Attn: Direct Claims New York, NY, 10022 Subparagraph 2. Duties In The Event Of Occur- rence, Offense, Claim Or Suit in Section IV - COMMERCIAL GENERAL LIABILITY CONDI· TIONS is amended to include the following: Any notification required by this policy shall be pr o- vided t o us at t he addr ess I isled in the above SCHEDULE. CGL E5403 CW (03/10) Includes copyrighted material of Insurance Services Office, Inc,, with its permission, Page 1 of 1 .,,~ HISCOX Hiscox Insurance Company Inc. Policy Number: UDC-1989921-CGL-17 Named Insured: Pogo Inc Endorsement Number: 6 Endorsement Effective: June 01, 2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DEFINITION OF EMPLOYEE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART In Section V -DEFINITIONS, Definition 5. "Employee" is deleted and replaced with the following: 5. "Employee" includes a "leased worker" and a "temporary worker". CGL E5401 CW (03110) Includes copyrighted material of Insurance Seivlces Office, Inc., with its permission. Page 1 of 1 f'\.('t HISCOX Policy Number: UDC-1989921-CGL-17 Named Insured: Pogo Inc Endorsement Number: 7 Endorsement Effective: June 01, 2017 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -PROFESSIONAL SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Paragraph 2. Exclusions under Section I - COVERAGE A -BODILY INJURY AND PROPER- TY DAMAGE LIABILITY, and COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY, is amended to include the following exclusion: Professional Services "Bodily injury", "property damage" or "personal and advertising injury" caused by the rendering or failure to render any professional service. GGL E5407 CW (03110) This exclusion applies even if the claims allege neg- ligence or other wrongdoing in the supervision, hir- ing, employment, training or monitoring of others by an insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering or failure to render any pro- fessional service. Page 1 of 1 Includes copyrighted material of Insurance Setvices 01fice, !nc., with its permission. ~·I" HISCOX Policy Number: UDC-1989921-CGL-17 Named Insured: Pogo Inc Endorsement Number: 8 Endorsement Effective: June 01, 2017 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULL V. NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (Broad Form) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The insurance does not apply: A. Under any Liability Coverage, to "bodily injury" or "property damage": (i) With respect to which an "insured" under the policy is also an insured under a nuc- lear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mu- tual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is re- quired to maintain financial protection pur- suant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "in- sured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organi· zation. B. Under any Medical Payments Coverage, to expenses incurred with respect to "bodily in- jury" resulting from the "hazardous properties" of "nuclear material" and arising out of the op- eration of a "nuclear facility" by any person or organization. C. Under any Liability Coverage, to "bodily injury" or "property damage" resulting from "hazard- ous properties" of "nuclear material", if: (1) The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on be- half of, an "insured" or (b) has been dis- charged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time pos- sessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an 11 insured 11 ; or (3) The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construclion, maintenance, operation or use of any "nuc- lear facility", but if such facility is located within the United States of America, its terri- tories or possessions or Canada, this Ex- clusion (3) applies only to "property dam- age" to such "nuclear facility" and any property thereat. IL 019809 08 ©ISO Properties, Inc., 2007 Page 1 of 2 2. As used in this endorsement: "Hazardous properties" includes radioactive, toxic or explosive properties; "Nuclear material" means "source material", "Spe· cial nuclear material" or "by-product material"; "Source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "Spent fuel" means any fuel element or fuel com- ponent, solid or liquid, which has been used or ex- posed to radiation in a "nuclear reactor"; "Waste" means any waste material (a) containing "by- product material" other than the tailings or wastes produced by the extraction or concentration of ura- nium or thorium from any ore processed primarily for its "source material" content, and (b) resulting from the operation by any person or organization of any "nuclear facility" included under the first two para- graphs of the definition of "nuclear facility". "Nuclear facility" means: (a) Any "nuclear reactor"; (b) Any equipment or device designed or used for (1) separating the isotopes of uranium or plu- tonium, (2) processing or utilizing "spent fuel", or (3) handling, processing or packaging "wastef!; (c) Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or de- vice is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or dis- posal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations: "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissiona- ble material; "Property damage" includes all forms of radioactive contamination of property. Page 2 of 2 @ISO Properties, Inc., 2007 IL 019809 08 f'l.t' HISCOX Policy Number: UDC-1989921-CGL-17 Named Insured: Pogo Inc Endorsement Number: 9 Endorsement Effective: June 01, 2017 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ELECTRONIC DATA LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Schedule Loss Of Electronic Data Limit: I$ 2s,ooo Information renuired to comnlete this Schedule, if not shown above, will be shown in the Declarations. A. Exclusion 2.p. of Coverage A-Bodily Injury And Property Damage Liability in Section I -Cove- rages is replaced by the following: 2. Exclusions This insurance does not apply to: p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data" that does not result from physical in- jury to tangible property. B. The following paragraph is added to Section Ill - Limits Of Insurance: Subject to 5. above, the Loss of Electronic Data Limit shown in the Schedule above is the most we will pay under Coverage A for "property damage" because of all loss of "electronic data" arising out of any one "occurrenceH. C. The following definition is added to the Definitions Section: "Electronic data" means information, facts or pro- grams stored as or on, created or used on, or transmitted to or from computer software (includ- ing systems and applications software), hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 0. For the purposes of the coverage provided by this endorsement, the definition of "Property Damage" in the Definitions Section is replaced by the fol- lowing: 17. "Property damage" means: a. Physical injury to tangible property, includ- ing all resu11ing loss of use of that property. All such loss of use shall be deemed to oc- cur at the time of the physical injury that caused it; b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "oc- currence" that caused it; or c. Loss of, loss of use of, damage to, corrup- tion of, inability to access, or inability to properly manipulate "electronic data", result- ing from physical injury to tangible property. All such loss of "electronic data" shall be deemed to occur at the time of the "occur- rence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. CG04371204 © ISO Properties, Inc., 2003 Page 1 of 1 ,.,•~ HISCOX Policy Number: UDC-1989921-CGL-17 Named Insured: Pogo Inc Endorsement Number: 10 Endorsement Effective: June 01, 2017 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -INTERCOMPANY PRODUCTS SUITS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This insurance does not apply to any claim for dam- ages by any Named Insured against another Named Insured because of "bodily injury" or "property dam- age" arising out of "your products" and included within the "products-completed operations hazard." CG21411185 Copyright, Insurance Services Office, Inc., 1984 Page 1 of 1 fl)·~ HISCOX Policy Number: UDC-1989921-CGL-17 Named Insured: Pogo Inc Endorsement Number: 11 Endorsement Effective: June 01, 2017 Hiscox Insurance Company Inc. RECORDING AND DISTRIBUTION OF MATERIAL OR INFORMATION IN VIOLATION OF LAW EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion q. of Paragraph 2. Exclusions of Sec- tion I -Coverage A -Bodily Injury And Proper- ty Damage Liability is replaced by the following: 2. Exclusions This insurance does not apply to: q. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to vi- olate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accu- rate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordin- ance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the print- ing, dissemination, disposal, collecting, recording, sending, transmitting, com- municating or distribution of material or information. B. Exclusion p. of Paragraph 2. Exclusions of Sec- tion I -Coverage B -Personal And Advertising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: p. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising di- rectly or indirectly out of any action or omis- sion that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accu- rate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordin- ance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the print- ing, dissemination, disposal, collecting, recording, sending, transmitting, com- municating or distribution of material or information. CG 00 6805 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 f'\.l" HISCOX Policy Number: UDC-1989921-CGL-17 Named Insured: Pogo Inc Endorsement Number: 12 Endorsement Effective: June 01, 2017 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULL V. WASHINGTON COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. The conditions in this endorsement replace any similar conditions in the policy that are less favorable to the insured. A. Cancellation 1. The first Named Insured shown in the Declarations may cancel this policy by notifying us or the insurance producer in one of the following ways: a. Writte!1 notice by mail, fax or e-mail; b. Surrender of the policy or binder; or c. Verbal notice. Upon receipt of such notice, we will cancel this policy or any binder issued as evidence of coverage, effective on the later of the following: a. The date on which notice is received or the policy or binder is surrendered; or b. The date of cancellation requested by the first Named Insured. 2. We may cancel this policy by mailing or delivering to the first Named Insured and the first Named lnsured's agent or broker written notice of cancellation, including the actual reason tor the cancellation, to the last mailing address known to us, at least: a. 1 O days before the effective date of cancellation if we cancel for nonpayment of premium; or b. 45 days before the effective date of cancellation if we cancel for any other reason; except as provided in Paragraphs 3. and 4. below. 3. We may cancel the Commercial Property Coverage Part and the Capital Assets Program (Output Policy) Coverage Part, if made a part of this policy, by mailing or delivering to 1he first Named Insured and the first Named lnsured's agen1 or broker written notice of cancellation at least five days before the effective date of cancellation for any structure where two or more of the following conditions exist a. Without reasonable explanation, the structure is unoccupied for more than 60 consecutive days, or at least 65% of the rental units are unoccupied for more than 120 consecutive days, unless the structure is maintained for seasonal occupancy or is under construction or repair; b. Without reasonable explanation, progress toward completion of permanent repairs to the structure has not occurred within 60 days after receipt of funds following satisfactory adjustment or adjudication of loss resulting from a fire; c. Because of its physical condition, the structure is In danger of collapse; d. Because of its physical condition, a vacation or demolition order has been Issued for the structure, or it has been declared unsafe in accordance with applicable law; e. Fixed and salvageable items have been removed from the structure, indicating an intent to vacate the structure; f. Without reasonable explanation, heat, water, sewer and electricity are not furnished for the structure for 60 consecutive days; or IL01460810 © Insurance Services Office, Inc., 2010 Page 1 of 4 g. The structure is not maintained in substantial compliance with fire, safety and building codes. 4. If: a. You are an individual; b. A covered auto you own is of the "private passenger type"; and c. The policy does not cover garage, automobile sales agency, repair shop, service station or public parking place operations hazards; we may cancel the Commercial Automobile Coverage Part by mailing or delivering to the first Named Insured and the first Named lnsured's agent or broker wrilten notice of cancellation, including the actual reason for cancellation, to the last mailing address known to us: a. At least 1 O days before the effective date of cancellation if we cancel for nonpayment of premium; or b. At least 1 O days before the effective date of cancellation for any other reason if the policy is in effect less than 30 days; or c. At least 20 days before the effective date of cancellation for other than nonpayment if the policy is in effect 30 days or more; or d. At least 20 days before the effective date of cancellation if the policy is in effect for 60 days or more or is. a renewal or continuation policy, and the reason for cancellation is that your driver's license or that of any driver who customarily uses a covered "auto" has been suspended or revoked during policy period. 5. We will also mail or deliver to any mortgage holder, pledgee or other person shown in this policy to have an interest in any loss which may occur under this policy, at their last mailing address known to us, written notice ol cancellation, prior to the effective date of cancellation. If cancellation is for reasons other than those contained in Paragraph A.3. above, this notice will be the same as that mailed or delivered to the first Named Insured. ll cancellation is for a reason contained in Paragraph A.3. above, we will mail or deliver this notice at least 20 days prior to the effective date of cancellation. 6. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 7. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund will be at least 90% of the pro rata refund unless the following applies: a. For Division Two -Equipment Breakdown, if the first Named Insured cancels, the refund will be at least 75% of the pro rata refund. b. If: (1) (2) You are an individual; A covered auto you own is of the "private passenger type"; (3) The policy does not cover garage, automobile sales agency, repair shop, service station or public parking place operations hazards; and (4) The first Named Insured cancels; the refund will be not less than 90% of any unearned portion not exceeding $100, plus 95% of any unearned portion over $100 but not exceeding $500, and not less than 97% of any unearned portion in excess of $500. The cancellation will be effective even if we have not made or offered a refund. 8. If notice is mailed, proof of mailing will be sufficient proof of notice. B. Changes The policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspection And Surveys 1. We have the right to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. Page 2 of 4 © Insurance Services Office, Inc., 2010 IL 01460810 2. We are not obligated to make any inspections, surveys, reports or recommendations, and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recommendations we may make relative to certification, under state or municipal statutes, ordinances or regulations, of boilers, pressure vessels or elevators. E. Premiums The first Named Insured shown in the Declarations: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return piemiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. G. Nonrenewal 1. We may elect not to renew this policy by mailing or delivering written notice of nonrenewal, stating the reasons for nonrenewal, to the /irst Named Insured and the first Named lnsured's agent or broker, at their last mailing addresses known to us. We will also mail to any mortgage holder, pledgee or other person shown in this policy to have an interest in any loss which may occur under this policy, at their last mailing address known to us, written notice of nonrenewal. We will mail or deliver these notices at least 45 days before the: a. Expiration of the policy; or b. Anniversary date of this policy if this policy has been written tor a term of more than one year. Otherwise, we will renew this policy unless: a. The first Named Insured fails to pay the renewal premium alter we have expressed our willingness to renew, including a statement of the renewal premium, to the first Named Insured and the first Named lnsured's insurance agent or broker, at least 20 days before the expiration date; b. Other coverage acceptable to the insured has been procured prior to the expiration date of the policy; or c. The policy clearly states that it is not renewable and is for a specific line, subclassitication, or type of coverage that is not offered on a renewable basis. 2. If: a. You are an individual; b. A covered auto you own is of the "private passenger type"; and c. The policy does not cover garage, automobile sales agency, repair shop, service station or public parking place operations hazards; IL 01460810 © Insurance Services Office, Inc., 2010 Page 3 of 4 the following applies to nonrenewal of the Commercial Automobile Coverage Part in place of G.1.: a. We may elect not to renew or continue this policy by mailing or delivering to you and your agent or broker written notice at least 20 days before the end of the policy period, including the actual reason for nonrenewal. If the policy period is more than one year, we will have the right not to renew or continue it only at an anniversary of its original effective date. If we offer to renew or continue and you do not accept, this policy will terminate at the end of the current policy period. Failure to pay the required renewal or continuation premium when due shall mean that you have not accepted our offer. b. We will not refuse to renew Liability Coverage or Collision Coverage solely because an "insured" has submitted claims under Comprehensive Coverage or Towing And Labor Coverage. c. If we fail to mail or deliver proper notice of nonrenewal and you obtain other insurance, this policy will end on the eflective date of that insurance. Page 4 of 4 © Insurance Services Office, Inc., 2010 IL 01460810 f'\·~ HISCOX Policy Number: UDC-1989921-CGL-17 Named Insured: Pogo Inc Endorsement Number: 13 Endorsement Effective: June 01, 2017 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON CHANGES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion e. of Coverage A -Bodily Injury And Property Damage Liability (Section I -Coverages) applies only to "bodily injury" to any "employee" of the insured whose employment is not subject to the Industrial Insurance Act of Washington (Wash- ington Revised Code Title 51). With respect to "bodily injury" to "employees" of the insured whose employment is subject to the Industrial Insurance Act of Washington, Exclusion e. is replaced with the following: This insurance does not apply to: 1. "Bodily injury" to an "employee" of the insured arising out of and in the course of: a. Employment by the insured; or b. Performing duties related to the conduct of the insured's business; or 2. Any obligation to share damages with or repay someone else who must pay damages be- cause of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". B. Paragraphs 2.a.(1)(a), (b) and (c) of Section II - Who Is An Insured apply only to "employees" of the insured whose employment is not subject to the Industrial Insurance Act of Washington (Wash- ington Revised Code Title 51). With respect to "employees" of the insured whose employment is subject to the Industrial Insurance Act of Washington, the reference to "volunteer workers" is removed from Paragraph 2.(a} of Sec- tion II -Who Is An Insured and Paragraph 2.a.(1) of Section II is replaced with the following: 2. Each of the following is also an insured: a. Your "employees", other than either your "executive officers" (if you are an organiza- tion other than a partnership, joint venture or limited liability company) or your manag- ers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing du- ties related to the conduct of your business. However, none of these "employees" is an insured for: (1) "Bodily injury" or "personal and advertis- ing injury": (a} To you, to your partners or members (if you are a partnership or joint ven- ture), to your members (if you are a limited liability company), or to a co- "employee" while that co-"employee" is either in the course of his or her employment or performing duties re- lated to the conduct of your busi- ness; (bl For which there is any obligation to share damages with or repay some- one else who must pay damages because of the injury described in Paragraph (1)(a) above; or (c) Arising out of his or her providing or failing to provide professional health care services. CG 01 810508 © ISO Properties, Inc., 2007 Page 1 of 1 .,,t' HISCOX Policy Number: Named Insured: Endorsement Number: Endorsement Effective: UDC-1989921-CGL-17 Pogo Inc 14 June 01, 2017 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following exclusion is added: This insurance does not apply to: TERRORISM "Any injury or damage" arising, directly or indirect- ly, out of a "certified act of terrorism". B. The following definitions are added: 1. For the purposes of this endorsement, "any injury or damage" means any injury or damage covered under any Coverage Part to which this endorsement is applicable, and includes but is not limited to "bodily injury", "property dam• age", "personal and advertising injury", "injury" or "environmental damage" as may be defined in any applicable Coverage Part. 2. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the terrorism Risk Insurance Act for a "certified act of terrorism" include the fol- lowing: a. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terror- ism Risk Insurance Act; and b. The act is a violent act or an act that is dangerous to human life, property or infra- structure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the con- duct of the United States Government by coercion. C. The terms and limitations of any terrorism exclu- sion, or the inapplicability or omission of a terror- ism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Coverage Part. CG 21730115 © Insurance Services Office, Inc., 2014 Page 1 of 1 'I .... HISCOX GET THE RIGHT INSURANCE, RIGHT NOW Notices ~·('9 HISCOX Hiscox Insurance Company Inc. ECONOMIC AND TRADE SANCTIONS POLICYHOLDER NOTICE Hiscox is committed to complying with the U.S. Department of Treasury Office of Foreign Assets Control (OFAC) requirements. OFAC administers and enforces economic sanctions policy based on Presidential declarations of national emergency. OFAC has identified and listed numerous foreign agents, front organizations, terrorists, and narcotics traffickers as Specially Designated Natipnals (SDN's) and Blocked Persons. OFAC has also identified Sanctioned Countries. A list of Specially Designated Nationals, Blocked Persons and Sanctioned Countries may be found on the United States Treasury's web site http://www.treas.gov/offices/enforcement/ofac/. Economic sanctions prohibit all United States citizens (including corporations and other entities) and permanent resident aliens from engaging in transactions with Specially Designated Nationals, Blocked Persons and Sanctioned Countries. Hiscox may not accept premium from or issue a policy to insure property of or make a claim payment to a Specially Designated National or Blocked Person. Hiscox may not engage in business transactions with a Sanctioned Country. A Specially Designated National or Blocked Person is any person who is determined as such by the Secretary of Treasury. A Sanctioned Country is any country that is the subject of trade or economic embargoes imposed by the laws or regulations of the United States. In accordance with laws and regulations of the United States concerning economic and trade embargoes, this policy may be rendered void from its Inception with respect to any term or condition of this policy that violates any laws or regulations of the United Stales concerning economic and trade embargoes including, but not limited to the following: (1) Any insured under this Policy, or any person or entity claiming the benefits of such insured, who is or becomes a Specially Designated National or Blocked Person or who is otherwise subject to US economic trade sanctions; (2) Any claim or suit that is brought in a Sanctioned Country or by a Sanctioned Country government, where any action in connection with such claim or suit is prohibited by US economic or trade sanctions; (3) Any claim or suit that is brought by any Specially Designated National or Blocked Person or any person or entity who is otherwise subject to US economic or trade sanctions; (4) Property that is located in a Sanctioned Country or that is owned by, rented to or in the care, custody or control of a Sanctioned Country government, where any activities related to such property are prohibited by US economic or trade sanctions; or (5) Property that is owned by, rented to or in the care, custody or control of a Specially Designated National or Blocked Person, or any person or entity who is otherwise subject to US economic or trade sanctions. Please read your Policy carefully and discuss with your broker/agent or insurance professional. You may also visit the US Treasury's website at http://www.treas.gov/offices/enforcement/ofac/. INTN001 GW01 09 Page 1 of 1 f'\·~ HISCOX GET THE RIGHT INSURANCE, RIGHT NOW Application Summary f'\,_. HISCOX Hiscox Insurance Company Inc. Application Summary The following outlines the details you have given us about your business. We have relied on the accuracy of this information in order to issue your policy. If any of the Items below are incorrect or have changed, please call us at 888-202-3007 so that we can update your policy details. Your policy ' Policy number: Quote reference number: ,Product: Business name: : Business address: City: 'State: Zip code: Name: Email address: · · Telephone number:· Per occurrence limit of liability: When would you like your policy to start? Your business What is your primary type of business? UDC-1989921-CGL-17 6468073 Commercial General Liability Pogo Inc 3400 Wallingford Ave N Unit 171 Seattle WA 98103 John Glover jglover@pogorldes.com 425-503-7738 $1,000,000 June 01, 2017 Your business's ownership structure (please select one). Do you currently have an insurance policy in effect for the cover~ge requested? © Hiscox Inc. 201 O Application development Corporation or other Organization (other than the above) No Page 1 .,,t' HISCOX Hiscox Insurance Company Inc. Including yourself, how many full-time, part-time, and temporary employees does your business have? (Do not include subcontractors.) Is your business operated out of your home? Other than the business address provided above, how many additional locations does your business own or rent? Address: : Do you or your business supply, manufacture, or distribute any tangible goods or products? Note: Brochures, documents and reports are not considered as tangible goods. : Does your business perform any design, construction, installation, removal, or physical repair of any property or tangible good? 1-4 No 0 Not Applicable No No : Does your business manufacture, design, or assist in the design of any hardware or Na components? For th" next 12 months, what is your estimated payroll expense for yourself, your $220,000 , full-time, part-lime, and temporary employees? (Do not indude subcontractors.) Statements About Your Business As the individual completing this transaction, you are authorized to purchase and I have read and agree bind this insurance on behalf of the entity applying for coverage. · Your business is not controlled or owned by any other firm, corporation, or entity. I have read and agree For the entire period of time that you have owned and controlled the business, You I have read and agree have not sold, purchased or acquired, discontinued, merged into or consolidated with another business. Your business has never had any commercial insurance cancelled or rescinded. I have read and agree Business Activities Your Business does not conduct any of the following activities: I have read and agree -Automotive repair or sales -Food service/restaurant operations -Medical services -Retail operations Note: This does not include the activities of your clients in_ any of these industries © Hiscox Inc. 2010 Page 2 f'\.(9 HISCOX Hiscox Insurance Company Inc. Claims and Loss History . Based upon your knowledge and the knowledge of your business's current and past I have read and agree partners, officers, directors and employees, during the last five years a third party has never made a claim against your business and you do not know of any reason why someone may make a claim., General Liability The limits of liability represent the total amount available to pay judgments and settlements for any claims. We are i not liable for any amounts that exceed these limits . If coverage is provided, it shall apply only to occurrences that take place during the policy period. · Judgments, settlements and claims expenses incurred are subject to a deductible amount. The deductible is the , amount you must pay before we will make any payments under the policy. Some coverage may not be subject to a , deductible, in which case you are not required to make payments before any payments are made under the policy. ! , Please consult the policy language for details. : If you have knowledge of any circumstance that may lead to a loss or a claim being made against you, , Occurrences that tool< place prior to the inception of the policy are excluded, - Other information Fraud Warning It is a crime to knowingly provide false, incomplete, or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines, and denial of insurance benefits. Optional Terrorism coverage You have declined to purchase optional terrorism coverage. Yes Optional Waiver of Subrogation You have declined to purchase a Waiver of Subrogation. Yes You have confirmed that you agree with the General Statements provided. Yes I agree to accept delivery of my insurance policy via email to the address provided. Yes I have read the information above and confirm it is all correct. I understand that by Yes checking this box I am agreeing to enter into a binding agreement with Hiscox Insurance. Optional Business Personal Property Coverage You have declined to purchase optional business personal property and equipment Yes coverage: © Hiscox Inc. 2010 Page 3 DATE{MIW/DD/YYYY) ~ ACORD' CERTIFICATE OF LIABILITY INSURANCE ,.___ 11/08/2017 THIS CERTIFICATE IS ISSUED AS A MATI'ER OF IN}'ORMATION ONLY AND CONFERS NO RIGHTS Ul'ON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR N_EGATlVEL y AMEND, l!:XTEND OR ALTIER THE COVERAGE AFFORDED BY THE roucms BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONS'l'lTUTE A CONTRACT BETWEEN THE ISSUING JNSURER{S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the cerUflcate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, cerlnln policies may require an endorsement.A slatement 011 this ccrlilkate does not confer dghl'l to the cerlincale lmlder in lieu of such cndorsemenl(s), PRODUCER CONTACT NAME: FounderShleld, LLC PHONE I >'AX 119 W 24th St,Jrd Floor (A/C, No, Ext) 646-854-1058 (AJC, No) New York,NY, 10010 E-MAIL ADDRESS: col@foundershleld.com INSURED INSURERlS) AFFORDING COVERAGE NAIC# INSURER A: SYNDICATE 2623/623 AT LLOYD'S LONDON 15792 Pogo Inc (BEAZLEY) 3400 Wallingford Ave N INSURERB: Seattle, Washington, 98103 INSURERC: INSURERD: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER• REVISION NUMBER• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PER COD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIF[CATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PA[D CLAIMS. INSR TYl'E Ql? INSURANCE ADDL SUBR POLlCY NUMBER POLICY EFF POLlCY EXP LIMITS LTR INSD WVD lMM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAi, LlABILITY I CLAIMS-MADE I !.'.'.'.'.'! I EACH OCCURRENCE OCCUR DAMAGE TO RENTED PREMiSES-IEa occummce\ MED EXP 1An«one =rson\ GEN'L AGGREGATE LIMIT APPLIES PER: PERSONAL & ADV INJURY ~' POLICY DPROJECT I C.1 ILOc GENERALAOOREGATE PRODUCTS -COMP/OP AGO $ OTHER: AU'fOMOBILE LIABILfl'Y COMBJ~:i :~~~~; LIMIT ~ ANY AUTO -C SCHEDULED BODILY INJURY I Per nersonl OWNED BODILY INJURY /Per accident) ~ AUTOS C."J ~:~WNED PROPERTY DAMAGE HIRED (Per accident} ~ AUTOS ,--AUTOS Hired & Non Owned Auto -UMBRELLA LIAB ++ OCCUR EACH OCCURRENCE I AGGREGATE I EXCESSLIAB CLAIMS-MADE I o,o I I RETENTION WORKERS COMPENSA'J'lON AND I s;:~~TE 1 r···i I OTHER EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE LI E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L. DISEASE-EA EMPLOYEE If yes, describe under E.L. DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS below ./ 08/08/2018 $2,000,000.00 per occ $2,000,000.00 Jnagg A Cyber Liability W20161170101 08/08/2017 DESCRIPTION OF Ol'ERA'l'IONS I LOCATIONS I VEHICLES (ACORD 101, AddiUo,ml Rem or ks Schedule, may be attached if more space Is required) Fremont Union High School District and the City of Cupertino, including its City Council, boards and commissions, officers, officials, agents, employees, consultants and volunteers are included as additional insured. CERTIFICATE HOLDER Fremont Union High School District 589 W Fremont Ave Sunnyvale, CA 94087 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATETHEREOL•,NOTlCE WILi, BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I I I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo arc registered marks of ACORD AGrnci: INIUR!TRUIT.COM llC, P.O. SOX 910398 NORCROIIGA 30010 AFB MEDIA TECH® PROFESSIONAL AND TECHNOLOGY BASED SERVICES, TECHNOLOGY PRODUCTS, INFORMATION SECURITY & PRIVACY, AND MULTIMEDIA AND ADVERTISING LIABILITY INSURANCE POLICY COVERAGE UNDER INSURING AGREEMENTS A., 8., C., E., F. AND G. OF THIS POLICY IS PROVIDED ON A CLAIMS MADE AND REPORTED BASIS AND APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD OR THE OPTIONAL EXTENSION PERIOD (IF APPLICABLE) AND REPORTED TO THE UNDERWRITERS DURING THE POLICY PERIOD OR AS OTHERWISE PROVIDED IN CLAUSE IX. OF THIS POLICY. AMOUNTS INCURRED AS CLAIMS EXPENSES UNDER THIS POLICY SHALL REDUCE AND MAY EXHAUST THE LIMIT OF LIABILITY AND ARE SUBJECT TO RETENTIONS. INSURING AGREEMENT D. OF THIS POLICY PROVIDES FIRST PARTY COVERAGE ON AN INCIDENT DISCOVERED AND REPORTED BASIS AND APPLIES ONLY TO INCIDENTS FIRST DISCOVERED BY THE INSURED DURING THE POLICY PERIOD AND REPORTED TO THE UNDERWRITERS DURING THE POLICY PERIOD OR AS OTHERWISE PROVIDED IN CLAUSE IX. OF THIS POLICY. These Declarations and the Policy with endorsements shall constitute the contract between the Insureds and the Underwriters. Underwriters: Syndicate 2623/623 at Lloyd's. Policy Number: W20161170101 Authority Reference Number: B6012BUSANMSL 1701 ---Item+ ·Named lhs'ured: Pqgo Joe Address: 3400 Wallingford Avenue N Seattle, WA 98103 "Tlis contracl is regislered and delivered as a surplus line coverage under me insurance code oltle ~ale o!Wasninglon, TIiie 18 RCW. II is nol prolecled by any Waslinglon slale guaranly association law." sTEVEN HAASE Item 2. Item 3. F00436 092014 ed. Policy Period: From: 08-Aug-2017 To: 08-Aug-2018 Both dates at 12:01 a.m. Local Time at the address stated in Item 1. Limit of Liability: A. Each Claim Limit of Liability/Policy Aggregate Limit of Liabilty: Limit of Liability applicable to each Claim Policy Aggregate Limit of Liability $2,000,000 $2,000,000 Date Issued: 13-Sep-2017 4:00:26 PM Page 1 of4 INSURED: Item 4. Item 5. Item 6. Item 7. Item 8. F00436 092014 ed. Pogo Inc (Aggregate for all coverages combined, including Claims Expenses) but sublimited to: B. Aggregate sub limit of liability applicable to Insuring Agreement D. (Privacy Notification Costs): C. Aggregate sub limit of liability applicable to Insuring Agreement E. (Regulatory Defense and Penalties): D. Aggregate sub limit of liability applicable to Insuring Agreement G. (PCI Fines, Expenses and Costs): $2,000,000 $2,000,000 $2,000,000 The above sublimits of liability are part of and not in addition to, the overal Policy Aggregate Limit of Liability Retentions: A. Each Claim Retention (including each Claim in the form of a Regulatory Proceeding), includes Claim Expenses: B. Insuring Agreement D. (Privacy Notification Costs) Each incident, event or related incidents or events giving $10,000 rise to an obligation to pay Privacy Notifications Costs: $0 Premium $1,720 SURPLUS LINES TAX $38.40 STAMPING FEE $1.92 FILING FEE-ITDC $200.00 Retroactive & Continuity Dates: A. Retroactive Date B. Continuity Date Optional Extension Period: A. Premium for Optional Extension Period: B. Length of Optional Extension Period: Notification under this Policy A. Beazley Group Attn: TMB Claims Group 1270 Avenue of the Americas, 12th Floor New York, NY 10020 Email: tmbclaims@beazley.com Full Prior Acts 08-Aug-2017 100% of the total premium as for the Policy 12 Months Page 2 of 4 Date Issued: 13-Sep-2017 4:00:26 PM INSURED: Pogo Inc B. All other notices under this Policy shall be given to Beazley USA Services, Inc. 30 Batterson Park Road Farmington, CT 06032 Tel: (860) 677-3700 Fax: (860) 679-0247 (All Claims should be reported in accordance with 8.A above) Item 9. Terrorism Coverage: N/A Item 10. Service of process in any suit shall be made upon: Mendes & Mount, LLP 750 7th Ave# 24 New York, NY 10019 Item 11. Item 12. Choice of Law: New York Endorsements Effective At Inception: Dated: At: 1. SCHEDULE2017 2. NMA1256 3. NMA1477 4. E02804 032011 ed. 5. NMA464 6. E06219 092014 ed. 7. E08142 032016 ed. 8. E08067 022016 ed. 9. E09163 102016 ed. 10.E06218 092014 ed. 11.E09343 112016 ed. 12.E10315 072017 ed. 13.E08141 072017 ed. 14.E07889 012016 ed. 15.E09164102016 ed. 16.E07277 062015 ed. 13-Sep-2017 30 Batterson Park Road Farmington Connecticut 06032 Lloyd's Security Schedule 2017 Nuclear Incident Exclusion Clause-Liability-Direct (Broad) (U.S.A.) Radioactive Contamination Exclusion Clause-Liability-Direct (U.S.A.) Sanction Limitation and Exclusion Clause War And Civil War Exclusion Aggregate/Maintenance Retention Consequential Reputational Loss Court Attendance Endorsement Criminal Reward Coverage Crisis Management Expense Coverage Electronic Crime Endorsement First Party Endorsement Fraudulent Instruction Coverage INSUREtrust Amendatory Endorsement Telecommunications Fraud Endorsement Additional Insured (the office of the Correspondent) F00436 092014 ed. Date Issued: 13-Sep-2017 4:00:26 PM Page 3 of4 INSURED: F00436 092014 ed. Pogo Inc Date Issued: 13-Sep-2017 4:00:26 PM Page 4 of4 __ ]:'t~~'1}?~i(G'\~?----_ _ ___ _ ().1: Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 Syndicate 2623/623 at Lloyd's. Referred to in this endorsement as either the "Insurer" or the "Underwriters" LLOYD'S SECURITY SCHEDULE Syndicate 2623 82% Syndicate 623 18% ALL OTHER TERMS, conditions and limitations of said Certificate shall remain unchanged. SCHEDULE2017 Page 1 of 1 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 NUCLEAR INCIDENT EXCLUSION CLAUSE-LIABILITY-DIRECT {BROAD\ {U.S.A.\ AFB MEDIA TECH® For attachment to insurances of the following classifications in the U.S.A., its Territories and Possessions, Puerto Rico and the Canal Zone: Owners, Landlords and Tenants Liability, Contractual Liability, Elevator Liability, Owners or Contractors (including railroad) Protective Liability, Manufacturers and Contractors Liability, Product Liability, Professional and Malpractice Liability, Storekeepers Liability, Garage Liability, Automobile Liability (including Massachusetts Motor Vehicle or Garage Liability), not being insurances of the classifications to which the Nuclear Incident Exclusion Clause- Liability-Direct (Limited) applies. This Policy* does not apply: I. . Under any Liability Coverage, to injury, sickness, disease, death or destruction: (a) with respect to which an insured under the Policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the insured is, or had this Policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. II. Under any Medical Payments Coverage, or under any Supplementary Payments Provision relating to immediate medical or surgical relief, to expenses incurred with respect to bodily injury, sickness, disease or death resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. Ill. Under any Liability Coverage, to injury, sickness, disease, death or destruction resulting from the hazardous properties of nuclear material, if: (a) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an insured or (2) has been discharged or dispersed therefrom; (b) the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (c) the injury, sickness, disease, death or destruction arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or NMA 1256 Page 1 of 2 possessions or Canada, this exclusion (c) applies only to injury to or destruction of property at such nuclear facility. IV. As used in this endorsement: "hazardous properties" include radioactive, toxic or explosive properties; "nuclear material" means source material, special nuclear material or by-product material; "source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; ''waste" means any waste material (1) containing by-product material and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or (b) thereof; "nuclear facility" means: (a) any nuclear reactor, (b) any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste, (c) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. With respect to injury to or destruction of property, the word "injury" or "destruction" includes all forms of radioactive contamination of property. It is understood and agreed that, except as specifically provided in the foregoing to the contrary, this clause is subject to the terms, exclusions, conditions and limitations of the Policy to which it is attached. * NOTE: As respects policies which afford liability coverages and other forms of coverage in addition, the words underlined should be amended to designate the liability coverage to which this clause is to apply. NMA1256 Page 2 of 2 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 RADIOACTIVE CONTAMINATION EXCLUSION CLAUSE-LIABILITY-DIRECT (U.S.A.} For attachment (in addition to the appropriate Nuclear Incident Exclusion Clause-Liability-Direct) to liability insurances affording worldwide coverage. In relation to liability arising outside the U.S.A., its Territories or Possessions, Puerto Rico or the Canal Zone, this Policy does not cover any liability of whatsoever nature directly or indirectly caused by or contributed to by or arising from ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel. 13/2/64 NMA1477 Page 1 of 1 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 Syndicate 2623/623 at Lloyd's. Referred to in this endorsement as either the "Insurer" or the "Underwriters" SANCTION LIMITATION AND EXCLUSION CLAUSE This endorsement modifies insurance provided under the following: AFB MEDIA TECH® No (re)insurer shall be deemed to provide cover and no (re)insurer shall be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that (re)insurer to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, law or regulations of the European Union, United Kingdom or United States of America. All other terms and conditions of this Policy remain unchanged. E02804 032011 ed. ,/ ,'./ .. ,./ Authori Page 1 of 1 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 Insurer: Syndicate 2623/623 at Lloyd's. WAR AND CIVIL WAR EXCLUSION This endorsement modifies insurance provided under the following: AFB MEDIA TECH® In consideration of the premium charged for the Policy, it is hereby understood and agreed that notwithstanding anything to the contrary contained herein this Policy does not cover Loss or Damage directly or indirectly occasioned by, happening through or in consequence of war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation or nationalisation or requisition or destruction of or damage to property by or under the order of any government or public or local authority. All other terms and conditions of this Policy remain unchanged. Authoriz d Representative NMA464 1/1/38 Page 1 of 1 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 Syndicate 2623/623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters" AGGREGATE/MAINTENANCE RETENTION This endorsement modifies insurance provided under the following: AFB MEDIA TECH® In consideration of the premium charged for the Policy, it is hereby understood and agreed that: 1. The maximum aggregate Retention for all Claims made during any Policy Year under this Policy shall be $30,000; provided, that the each Claim Retention set forth in paragraph 3. below shall not be subject to any aggregate Retention. 2. For purposes of this endorsement, the term "Policy Year" means each 365 day period beginning with the Inception Date of the Policy Period and each such succeeding Policy Period, if any. 3. With respect to any Claim made in any Policy Year after the maximum aggregate Retention is reached for that Policy Year, the each Claim Retention shall be $0. All other terms and conditions of this Policy remain unchanged. E06219 092014 ed. Page 1 of 1 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 Syndicate 26231623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters" CONSEQUENTIAL REPUTATIONAL LOSS This endorsement modifies insurance provided under the following: AFB MEDIA TECH® In consideration of the premium charged for the Policy, it is hereby understood and agreed that: 1. Item 3. of the Declarations is amended by the addition of: Aggregate sublimit of liability for all Consequential Reputational Loss, which amount is part of, and not in addition to, the Policy Aggregate Limit of Liability: 2. Item 4. of the Declarations is amended by the addition of: Retention applicable to each incident giving rise to Consequential Reputational Loss USD $100,000 USD $10,000 3. The Underwriters will indemnify the Named Insured for Consequential Reputational Loss, in excess of the applicable Retention, incurred by the Insured Organization during the Notification Period as a direct result of an incident (i) described in Insuring Agreement C.1. or C.2. that first takes place on or after the Retroactive Date and before the end of the Policy Period, and (ii) for which notification is provided pursuant to Insuring Agreement D.3. 4. Clause VI. Definitions, paragraph S. "Loss" is amended to include Consequential Reputational Loss. 5. For purposes of this Endorsement: DEF-A. Consequential Reputational Loss means the Income Loss during the Notification Period; provided that Consequential Reputational Loss shall not mean and no coverage shall be available under this endorsement for any of the following: loss arising out of any liability to any third party for whatever reason; legal costs or legal expenses of any type; loss incurred as a result of unfavorable business conditions, loss of market or any other consequential loss; or costs or expenses the Insured Organization incurs to identify, investigate, respond to or remediate an incident described in Insuring Agreement C.1. or C.2. DEF-B. Income Loss means the net profit resulting directly from the Insured Organization's business operations, before income taxes, that the Insured Organization is prevented from earning as a direct result of damage to the Insured Organization's reputation caused by an incident (or reasonably suspected incident) described in Insuring Agreement C.1. or C.2. In determining Income Loss, due consideration shall be given to the prior experience of the Insured Organization's business operations before the beginning of the Notification Period and to the reasonable and probable business operations the Insured Organization could have performed had the incident described in Insuring Agreement C.1. or C.2. not occurred. E08142 032016 ed. Income Loss does not include any internal salary, costs or overhead expenses of the Insured Organization. Page 1 of 2 DEF-C. Notification Period means the 30-day period that begins on the specific date on which Notified Individuals first receive notification of the incident for which notification is provided. 6. The following Clause is added to the Policy: PROOF AND APPRAISAL OF LOSS A. Proof of Loss. With respect to Consequential Reputational Loss, before coverage will apply, the Named Insured must: 1. prepare and submit to the persons named in Item 8.A. of the Declarations a written and detailed proof of loss sworn by an officer of the Named Insured within ninety (90) days after the Insured Organization sustains a Consequential Reputational Loss, but in no event later than six (6) months following the end of the Policy Period. Such proof of loss shall include a narrative with full particulars of such Consequential Reputational Loss, including, the time, place and cause of the incident giving rise to Consequential Reputational Loss, a detailed calculation of any Consequential Reputational Loss, and the amount of Consequential Reputational Loss and all other insurance thereon; and 2. upon Underwriters' request, submit to an examination under oath and provide copies of the underlying documents, data and materials that reasonably relate to or are part of the basis of the claim for such Consequential Reputation al Loss. The costs and expenses of preparing and submitting a proof of loss, and establishing or proving Consequential Reputational Loss shall be the lnsured's obligation, and are not covered under this Policy. B. Appraisal of Loss. If the Named Insured and Underwriters do not agree on the amount of Consequential Reputational Loss, each party shall select and pay an appraiser or other qualified expert (the "Appraiser") to state the amount of the loss or reasonable expenses, and the Appraisers shall choose an umpire. If the Appraisers cannot agree on an umpire, the Named Insured or the Underwriters may request a judge of a court having jurisdiction to make the selection. Each Appraiser shall submit the amount of the Consequential Reputational Loss or reasonable expenses to the umpire, and agreement by the umpire and at least one of the Appraisers as to the amount of Consequential Reputational Loss shall be binding on all Insureds and the Underwriters. The Named Insured and Underwriters will equally share the costs of the umpire and any other costs other than the cost of the Appraisers. This provision shall govern only the appraisal of the amount of Consequential Reputational Loss, and shall not control the determination of whether such Consequential Reputational Loss is otherwise covered by the Policy. Underwriters will still retain and do not waive their rights to deny coverage or enforce any obligation under this Policy. All other terms and conditions of this Policy remain unchanged. E08142 032016 ed. Authori Page2of2 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 Syndicate 2623/623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters" COURT ATTENDANCE ENDORSEMENT This endorsement modifies insurance provided under the following: AFB MEDIA TECH® In consideration of the premium charged for the Policy, it is hereby understood and agreed that upon request from the Underwriters, the Insured shall attend mediation meetings, arbitration proceedings, hearings, depositions, and trials relative to the defense of each Claim. After a total of 3 (three) days of attendance required for each Claim, the Underwriters shall reimburse the Insured, upon written request, for the actual loss of earnings and reasonable expenses due to such attendance. Under no circumstances shall this reimbursement exceed $500 per day for all Insureds, regardless of how many mediation meetings, arbitration proceedings, hearings, depositions and trials relative to the defense of Claims the Insured attends, subject to a maximum of $25,000, which amount shall be part of and not in addition to the Policy Aggregate Limit of Liability shown in Item 3.A. of the Declarations. All other terms and conditions of this Policy remain unchanged. f E08067 022016 ed. Page 1 of 1 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 Syndicate 2623/623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters" CRIMINAL REWARD COVERAGE This endorsement modifies insurance provided under the following: AFB MEDIA TECH® In consideration of the premium charged for the Policy, it is hereby understood and agreed that: 1. Clause I. INSURING AGREEMENTS is amended by the addition of: Criminal Reward Fund To indemnify the Named Insured, at the Underwriter's sole and absolute discretion, up to USD $25,000 in the aggregate as a Criminal Reward Fund. No Retention shall apply to this Insuring Agreement. 2. Clause VI. DEFINITIONS is amended by the addition of: CR-C Criminal Reward Fund means any amount offered and paid by the Underwriters for information that leads to the arrest and conviction of any individual(s) committing or trying to commit any illegal act related to any coverage under this Policy. Provided, however, the Underwriters shall not pay any Criminal Reward Fund for, and this Policy shall not cover any amount based upon, any information provided by the Insured, the lnsured's auditors, whether internal or external, any individual hired or retained to investigate the aforementioned illegal acts, or any other individuals with responsibilities for the supervision or management of the aforementioned individuals. Criminal Reward Fund coverage is subject to the limitations set forth in Clause Vl.O. All other terms and conditions of this Policy remain unchanged. E09163 102016 ed. Authoriz d Representative Page 1 of 1 Effective date of this Endorsement: 08-Aug-2017 This Endorsement Is attached to and forms a part of Policy Number: W20161170101 Syndicate 2623/623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters" CRISIS MANAGEMENT EXPENSE COVERAGE This endorsement modifies insurance provided under the following: AFB MEDIA TECH® In consideration of the premium charged for the Policy, it is hereby understood and agreed that: 1. Clause I. Insuring Agreements is amended to include the following; Crisis Management Expense To indemnify the Named Insured for One hundred percent (100) of the costs of a public relations consultancy, incurred by the Insured Organization with Underwriters' prior written consent, for the purpose of averting or mitigating material damage to the Insured Organization's reputation that results or reasonably will result from a Claim covered under by the Policy and publicized through any media channel; provided, this coverage shall only apply when covered Damages (other than crisis management expenses) exceeds the applicable Retention. 2. Clause VI. Definitions 0., "Damages" is amended to include crisis management expenses covered under the Crisis Management Expense Insuring Agreement. 3. The Insurer's maximum aggregate limit of liability applicable to all crisis management expense shall be $250,000, which amount shall be part of and not in addition to the Policy Aggregate Limit of Liability stated in Item 3 A.of the Declarations. All other terms and conditions of this Policy remain unchanged. E06218 092014 ed. Authoriz d Representative Page 1 of 1 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 Syndicate 2623/623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters11 ELECTRONIC CRIME ENDORSEMENT This endorsement modifies insurance provided under the following: AFB MEDIA TECH® In consideration of the premium charged for the Policy, it is hereby understood and agreed that: 1. Item 3. of the Declarations is amended to include the following at the end thereof: CC. Aggregate sublimit of liability applicable to USO $100,000 Insuring Agreement CC. (Electronic Crime): 2. Item 4. of the Declarations is amended to include the following at the end thereof: CC. Insuring Agreement CC. (Electronic Crime) $10,000 Retention applicable to each incident, event, or related incidents or events, giving rise to an obligation to pay loss of Money or Securities: 3. Clause I., Insuring Agreements, is amended by the addition of the following at the end thereof: CC. ELECTRONIC CRIME To indemnify the Insured Organization for the loss of Money or Securities, in excess of the Retention, contained in a Transfer Account at a Financial Institution resulting directly from Funds Transfer Fraud committed solely by a Third Party; provided that such loss must be Discovered by the Insured during the Policy Period and reported to the Underwriters during the Policy Period or as otherwise provided in Clause X. of this Policy. 4. Clause V., Exclusions, paragraph V. shall not apply to loss otherwise covered under Insuring Agreement CC. 5. There shall be no coverage under this Endorsement for any loss for, arising out of or resulting directly or indirectly from: CC-A. the type or kind covered by the Insured Organization's financial institution bond or commercial crime policy, regardless of any deductible amount or limit of liability; CC-B. any actual or alleged fraudulent, dishonest or criminal act or omission by any Employee, whether acting alone or in collusion with any other person or entity; CC-C. indirect or consequential loss of any kind; CC-D. punitive, exemplary or multiplied damages of any kind or any fines, penalties or loss of any tax benefit; CC-E. the giving or surrendering of any Money or Securities in any exchange or purchase, whether fraudulent or not; CC-F. fees, costs or expenses incurred or paid by the Insured Organization in defending or prosecuting any legal proceeding or claim; CC-G. proving or establishing the existence of loss under this Endorsement; CC-H. the theft, disappearance, destruction of, or unauthorized access to, confidential E09343 112016 ed. Page 1 of 3 information including, but not limited to, trade secrets, customer lists, and intellectual property; CC-I. any fraudulent instruction If the sender, or anyone acting in collusion with the sender, ever had access to the Insured Organization's password, PIN or other security code; CC-J. any forged, altered or fraudulent negotiable Instruments, securities, documents or instructions; CC-K. any actual or alleged use of credit, debit, charge, access, convenience or other cards or the information contained on such cards; CC-L. damages of any type for which the Insured Organization is legally liable, except for direct compensatory damages arising directly from Funds Transfer Fraud; or CC-M. costs or expenses incurred by a customer or client of the Insured Organization. 6. Clause VI. Definitions, paragraph S. is amended to include loss or damage covered under Insuring Agreement CC. within the definition of "Loss". 7. For purposes of this endorsement only, Clause VI. Definitions, is amended to include the following: CC-A Discovered means the moment when the Insured Organization or any director, trustee, officer, administrator, manager, partner or insurance representative of the Insured Organization first becomes aware of facts which would cause a reasonable person to believe that a loss covered by this Endorsement has been or will be incurred. CC-B. Employee means: 1. a natural person: (a) while in the regular service of the Insured Organization in the ordinary course of its business; (b) whom the Insured Organization has the right to direct and control while performing labor or service for the Insured Organization; and (c) who is compensated directly by the Insured Organization through salary, wages or commissions; 2. a natural person who is directed and controlled by the Insured Organization while performing labor or service for the Insured Organization pursuant to a lease or other written contract to which the Insured Organization is a party; 3. a natural person volunteer who is directed and controlled by the Insured Organization while performing labor or service for the Insured Organization; 4. a natural person who is a director, trustee, officer, administrator, manager or partner of the Insured Organization, when performing acts coming within the scope of the usual duties of a a director, trustee, officer, administrator, manager or partner; or 5. a natural person who is: (a) a trustee, officer, employee, administrator, fiduciary or manager of any Employee Welfare or Pension Benefit Plan, as defined in Employee Retirement Income Security Act of 1974 and any amendments thereto ("ERISA"), which is or becomes solely sponsored by the Insured Organization; or (b) required to be bonded by Title 1 of ERISA. CC-C. Financial Institution means: E09343 112016 ed. Page 2 of 3 1. a bank, credit union, saving and loan association, trust company or other licensed financial service where the Insured Organization maintains a Transfer Account; or 2. a securities broker-dealer, mutual fund, liquid assets fund or similar investment company where the Insured Organization maintains a Transfer Account. CC-D. Funds Transfer Fraud means fraudulent written, electronic, telegraphic, cable, teletype or telephone instructions by a Third Party issued to a Financial Institution directing such institution to transfer, pay or deliver Money or Securities from any account maintained by the Insured Organization at such institution, without the Insured Organization's knowledge or consent. CC-E. Money means: 1. currency, coins or bank notes in current use and having a face value; and 2. travelers checks, registered checks or money orders held for sale to the public. CC-F. Property means tangible property other than Money or Securities that has intrinsic value. CC-G. Securities means negotiable and non-negotiable instruments or contracts representing either Money or Property, but Securities does not include Money. CC-H. Third Party means any person or entity other than the Insured Organization or Employee. CC-I. Transfer Account means an account maintained by the Insured Organization at a Financial Institution from which the Insured Organization can initiate the transfer, payment or delivery of Money or Securities. 8. Clause VII., Limit of Liability, paragraph A. is amended to include the following immediately before the last paragraph thereof: The sublimit of liability stated in Item 3. CC. of the Declarations is the aggregate limit of liability under this Policy for all loss or damage covered under Insuring Agreement CC. and is part of and not in addition to the Policy Aggregate Limit of Liability stated in Item 3.A. of the Declarations. 9. Clause VIII., Retention, is amended to include the following immediately before the last paragraph thereof: CC-A. The Retention amount set forth in Item 4.CC. of the Declarations applies separately to each incident, event, or related incidents or events, giving rise to an obligation to pay loss or damage under Insuring Agreement CC. All other terms and conditions of this Policy remain unchanged. ED9343 112016 ed. Authoriz a Representative Page 3 of 3 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 Syndicate 2623/623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the ''Underwriters" FIRST PARTY ENDORSEMENT This Endorsement modifies insurance provided under the following: AFB MEDIA TECH® In consideration of the premium charged for this Policy, it is hereby understood and agreed that: 1. The following limits of coverage will apply to coverage provided under this Endorsement: Cyber Extortion Loss: USD $2,000,000 Data Recovery Costs: USO $2,000,000 Business Interruption Loss: USO $2,000,000 Dependent Business Loss: USO $100,000 2. The following Retention and Waiting Period will apply to coverage provided under this Endorsement: Each Extortion Threat: USO $1,000 USO $10,000 Each Security Breach, System Failure or Dependent System Failure: Waiting Period for System Failure: 8 Hours 24 Hours Waiting Period for Dependent System Failure: 3. FIRST PARTY INSURING AGREEMENTS The Underwriters agree to indemnify the Insured Organization for: Cyber Extortion Payments and Expenses Cyber Extortion Loss that the Insured Organization incurs as a result of an Extortion Threat first made against the Insured Organization during the Policy Period. Data Recovery Costs Data Recovery Costs that the Insured Organization incurs as a direct result of a Security Breach that first occurs after the Retroactive Date and before the end of the Policy Period. Business Interruption Loss Business Interruption Loss that the Insured Organization sustains as a result of a System Failure that first occurs after the Retroactive Date and before the end of the Policy Period. Dependent Business Loss E10315 072017 ed. Dependent Business Loss that the Insured Organization sustains as a result of a Dependent System Failure that first occurs after the Retroactive Date and before the end of the Policy Period. Page 1 of 6 4. Coverage under this Policy will not apply to First Party Loss for, arising out of or resulting from: Seizure, nationalization, confiscation, or destruction of property or data by order of any governmental or public authority; Costs or expenses incurred by the Insured to identify or remediate software program errors or vulnerabilities or update, replace, restore, assemble, reproduce, recollect or enhance Data or Computer Systems to a level beyond that which existed prior to a Security Breach, System Failure, Dependent System Failure or Extortion Threat; Failure or malfunction of satellites or of power, utility, mechanical or telecommunications (including internet) infrastructure or services that are not under the Insured Organization's direct operational control; or Fire, flood, earthquake, volcanic eruption, explosion, lightning, wind, hail, tidal wave, landslide, act of God or other physical event. 5. Clause VI. DEFINITIONS, paragraph S. "Loss" is amended to include First Party Loss. 6. DEFINITIONS The following definitions are added to the Policy: Business Interruption Loss means: 1. Income Loss; 2. Forensic Expenses; and 3. Extra Expense; actually sustained during the Period of Restoration as a result of the actual interruption of the Insured Organization's business operations caused by a System Failure. Coverage for Business Interruption Loss will apply only after the Waiting Period has elapsed. Business Interruption Loss will not include (i) loss arising out of any liability to any third party; (ii) legal costs or legal expenses; (iii) loss incurred as a result of unfavorable business conditions; (iv) loss of market or any other consequential loss; (v) Dependent Business Loss; or (vi) Data Recovery Costs. Cyber Extortion Loss means: 1. any Extortion Payment that has been made by or on behalf of the Insured Organization with the Underwriters' prior written consent to prevent or respond to an Extortion Threat; and 2. reasonable and necessary expenses incurred by the Insured Organization with the Underwriters' prior written consent to prevent or respond to an Extortion Threat. Data means any software or electronic data that exists in Computer Systems and that is subject to regular back-up procedures. Data Recovery Costs means the reasonable and necessary costs incurred by the Insured Organization to regain access to, replace, or restore Data, or if Data cannot reasonably be E10315 072017 ed. Page 2 of 6 accessed, replaced, or restored, then the reasonable and necessary costs incurred by the Insured Organization to reach this determination. Data Recovery Costs wi\1 not include: (i) the monetary value of profits, royalties, or lost market share related to Data, including but not limited to trade secrets or other proprietary information or any other amount pertaining to the value of Data; (ii) legal costs or legal expenses; (iii) loss arising out of any liability to any third party; or (iv) Cyber Extortion Loss. Dependent Business means any entity that is not a part of the Insured Organization but which provides necessary products or services to the Insured Organization pursuant to a written contract. Dependent Business Loss means: 1. Income Loss; 2. Forensic Expenses; and 3. Extra Expense; actua\ly sustained during the Period of Restoration as a result of an actual interruption of the Insured Organization's business operations caused by a Dependent System Failure. Coverage for Dependent Business Loss will apply only after the Waiting Period has elapsed. Dependent Business Interruption Loss will not include (i) loss arising out of any liability to any third party; (ii) legal costs or legal expenses; (iii) loss incurred as a result of unfavorable business conditions; (iv) loss of market or any other consequential loss; (v) Business Interruption Loss; or (vi) Data Recovery Costs. Dependent System Failure means an unintentional and unplanned interruption of computer systems operated by a Dependent Business. Digital Currency means a type of digital currency that: 1. requires cryptographic techniques to regulate the generation of units of currency and verify the transfer thereof; 2. is both stored and transferred e\ectronica\ly; and 3. operates independently of a central bank or other central authority. Extortion Payment means money, Digital Currency, marketable goods or services demanded to prevent or terminate an Extortion Threat. Extortion Threat means a threat to: 1. alter, destroy, damage, delete or corrupt Data; 2. perpetrate the Unauthorized Access or Use of Computer Systems; 3. prevent access to Computer Systems or Data; 4. steal, misuse or publicly disclose Data, Personally Identifiable Information or Third Party Information; E10315 072017 ed. Page 3 of 6 6. introduce malicious code into Computer Systems or to third party computers systems from Computer Systems; or 7. interrupt or suspend Computer Systems; unless an Extortion Payment is received from or on behalf of the Insured Organization. Extra Expense means reasonable and necessary expenses incurred by the Insured Organization during the Period of Restoration to minimize, reduce or avoid Income Loss, over and above those expenses the Insured Organization would have incurred had no System Failure or Dependent System Failure occurred. First Party Loss means Cyber Extortion Loss, Data Recovery Costs, Business Interruption Loss and Dependent Business Loss. Forensic Expenses means reasonable and necessary expenses incurred by the Insured Organization to investigate the source or cause of a System Failure or Dependent System Failure impacting Computer Systems. Income Loss means an amount equal to: 1. net profit or loss before interest and tax that the Insured Organization would have earned or incurred; and 2. continuing normal operating expenses incurred by the Insured Organization (including payroll), but only to the extent that such operating expenses must necessarily continue during the Period of Restoration. Period of Restoration means the 180-day period of time that begins upon the actual and necessary interruption of the Insured Organization's business operations. System Failure means an unintentional and unplanned outage of Computer Systems. Waiting Period means the period of time that begins upon the actual interruption of the Insured Organization's business operations caused by: 1. System Failure; or 2. Dependent System Failure; and ends after the elapse of the number of hours set forth in Section 2. of this Endorsement. 7. LIMITS OF COVERAGE The aggregate limits of coverage payable under this Policy for Cyber Extortion Loss, Data Recovery Costs, Business Interruption Loss and Dependent Business Loss, respectively, are stated in Section 1. of this Endorsement and such limits are part of, and not in addition to, the Policy Aggregate Limit of Liability. All Dependent Business Loss payable under this Policy is part of and not in addition to the Business Interruption Loss limit stated in Section 1. of this Endorsement. 8. Related or Continuing Events All First Party Loss resulting from the same or a continuing incident or event, or from multiple related or continuing incidents or events will be deemed to be a single incident or event, and E10315 072017 ed. Page 4 of 6 multiple related or continuing incidents or events will be deemed to have occurred at the time of the first such incident or event. 9. RETENTIONS The Retention stated in Section 2. of this Endorsement apply separately to each Extortion Threat, Security Breach, System Failure or Dependent System Failure that results in Cyber Extortion Loss, Data Recovery Costs, Business Interruption Loss or Dependent Business Loss, respectively. Coverage for Business Interruption Loss and Dependent Business Loss will apply after the Waiting Period has elapsed and the Underwriters will then indemnify the Named Insured for all Business Interruption Loss and Dependent Business Loss sustained during the Period of Restoration in excess of the Retention. 10. Clause VIII. RETENTION, paragraph A. is deleted in its entirety and replaced with the following: A. The Retention amount set forth in Item 4.A. of the Declarations applies separately to each incident, event, or related incidents or events, giving rise to a Claim. The Retention shall be satisfied by monetary payments by the Named Insured of any Loss. In the event that any Loss arising out of an incident or Claim is subject to more than one Retention, the applicable Retention amounts shall apply to such Loss, provided that the sum of such Retention amounts shall not exceed the largest applicable Retention amount. 11. NOTICE OF FIRST PARTY LOSS A. In the event of an Extortion Threat, tlie Named Insured must seek the Underwriters' consent via the email address specified in Item 8.A. of the Declarations prior to incurring Cyber Extortion Loss. B. With respect to Data Recovery Costs, Business Interruption Loss and Dependent Business Loss the Named Insured must forward written notice by express mail, email or telecopy to the Underwriters through persons named in Item 8.A. of the Declarations as soon as practicable after discovery of the circumstance, incident or event giving rise to such loss, The Named Insured will provide the Underwriters a proof of Data Recovery Costs, Business Interruption Loss and Dependent Business Loss, and this Policy will cover the reasonable and necessary costs, not to exceed USO 50,000, that the Named Insured incurs to contract with a third party to prepare such proof. All First Party Loss must be discovered and reported, and all proofs of loss must be provided, to the Underwriters no later than six (6) months after the end of the Policy Period. 12. VALUATION AND CURRENCY OF EXTORTION PAYMENT If any Extortion Payment is made by or on behalf of the Insured Organization in Digital Currency, payment by the Underwriters under this Policy will be made in United States Dollars equal to the US Dollar-value of the Digital Currency at the time the Extortion Payment is made. For purposes of this paragraph, an Extortion Payment using Digital Currency will be considered "made" at the time that such Digital Currency is first recorded in a public ledger of transactions for such Digital Currency (for example, the time at which Digital Currency is included in a block on the blockchain). All other terms and conditions of this Policy remain unchanged. E10315 072017 ed. Authoriz d Representative Page 5 of 6 E10315 072017 ed. Page 6 of 6 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 Syndicate 2623/623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters" FRAUDULENT INSTRUCTION COVERAGE This endorsement modifies insurance provided under the following: AFB MEDIA TECH® In consideration of the premium charged for the Policy, it is hereby understood and agreed that: 1. Item 3. of the Declarations is amended by the addition of: Fl. Aggregate sublimit applicable to all loss under Insuring Agreement Fl. (Fraudulent Instruction): USO $100,000 2. The Retention amount applicable to each incident, event, or related incidents or events, giving rise to an obligation to pay loss under Insuring Agreement Fl. shall be equal to the amount stated in Item 4.A. of the Declarations. 3. Clause I. INSURING AGREEMENTS is amended by the addition of: Fl. FRAUDULENT INSTRUCTION To indemnify the Named Insured for loss, in excess of the applicable Retention, resulting directly from an Insured having transferred, paid, or delivered any Money or Securities as a direct result of Fraudulent Instructions provided by a person purporting to be a Vendor, Client, or an Authorized Employee, provided such loss must occur after the Retroactive Date and before the end of the Policy Period. Coverage under this Insuring Agreement is sub limited to the amount set forth in Item 3.FI. of the Declarations. 4. Clause V. EXCLUSIONS, paragraph V. is deleted in its entirety and replaced with the following: V. For, arising out of or resulting from any of the following: (1) trading losses, trading liabilities or cnange in value of accounts; (2) any loss, transfer or theft of monies, securities or tangible property of others in the care, custody or control of the Insured Organization; (3) the monetary value of any transactions or electronic fund transfers by or on behalf of the Insured which is lost, diminished, or damaged during transfer from, into or between accounts; or (4) the value of coupons, price discounts, prizes, awards, or any other valuable consideration given in excess of the total contracted or expected amount; provided that subsections (1 ), (2) and (3) of this exclusion shall not apply to Loss covered under Insuring Agreement Fl.; 5. There shall be no coverage under Insuring Agreement Fl. for Loss arising out of or resulting from, either directly or indirectly: E08141 072017 ed. 1. 2. the actual or alleged use of credit, debit, charge, access, convenience, customer identification or other cards; any transfer of money, goods, information or other item involving any person or entity, who is not an Authorized Employee, with authorized access to the lnsured's authentication mechanism;; Page 1 of 3 3. the processing of, or the failure to process, credit, check, debit, personal identification number debit, electronic benefit transfers or mobile payments for merchant accounts; 4. any Fraudulent Instruction that was not verified with the requester using an Out-of-Band Authentication; 5. the failure of any party to perform, in whole or in part, under any contract or agreement; 6. the failure, malfunction, inadequacy or illegitimacy of any product or service; 7. accounting or arithmetical errors or omissions; 8. indirect or consequential loss of any kind including income not realized as the result of a covered loss; or 9. fees, costs or expenses incurred in defending or prosecuting any legal proceeding or claim. 6. Clause VI. DEFINITIONS, paragraph S., "Loss" is amended to include loss covered under Insuring Agreement Fl. 7. Clause VI. DEFINITIONS is amended by the addition of: Fl-A. Authorized Employee means an employee who is authorized by the Insured to transfer Money or Securities or to instruct other employees to transfer Money or Securities. FI-B. Client means a customer of the Insured to whom the Insured provides goods or services under a written contract or for a fee. FI-C. Fraudulent Instructions means a fraudulent written instruction, electronic instruction (including email or web-based instruction) or telephone instruction that is intended to mislead an Insured through the misrepresentation of a material fact that is relied upon in good faith by such Insured. FI-D. Money means: • 1. currency, coins or bank notes in current use and having a face value; and 2. traveler's checks, register checks or money orders held for sale to the public. FI-E. Out-of-Band Authentication means a method of challenge and response to the requester of a transfer, payment or delivery of Money or Securities by an Insured, via a method other than the original means of request, to verify the authenticity or validity of b~u-· FI-F. Securities mean negotiable and non-negotiable instruments or contracts representing either Money or Property and includes: E08141 072017 ed. 1. 2. tokens, tickets, revenue and other stamps (whether represented by actual stamps or unused value in a meter) in current use; and evidences of debt issued in connection with credit or charge cards, which cards are not issued by the Insured. Page 2 of 3 FI-G. Third Party means any person or entity other than a Related Party. FI-H. Vendor means any entity or natural person that provides goods or services to the Insured pursuant to a written agreement. 8. All losses arising out of or resulting from the same Fraudulent Instruction, multiple or series of Fraudulent Instructions purporting to be from the same Vendor, Client or Authorized Employee or related Vendors, Clients or Authorized Employees, or multiple or a series of Fraudulent Instructions from the same Third Party or related Third Parties shall be deemed to be a single loss under this Policy subject to the each incident Retention stated in Section 2. of this Endorsement. 9. The Named Insured shall maintain during the term of this Policy a commercial crime policy, and any coverage under this Endorsement is excess to the coverage provided or which should have been provided by such commercial crime policy. All other terms and conditions of this Policy remain unchanged. E08141 072017 ed. Authoriz iJ Representative Page 3 of 3 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 Syndicate 2623/623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters" INSUREtrust AMEN DA TORY ENDORSEMENT This endorsement modifies insurance provided under the following: AFB MEDIA TECH® In consideration of the premium charged for this Policy, it is hereby understood and agreed that: 1. Clause II. Defense and Settlement of Claims, paragraph C.2. is deleted in its entirety and replaced with the following: 2. sixty percent (60%) of any Claims Expenses incurred after the date such settlement or compromise was recommended to the Insured plus sixty percent (60%) of any Damages above the amount for which the Claim could have been settled. The remaining forty percent (40%) of such Claims Expenses and Damages must be borne by the Insured at their own risk and uninsured; 2. Insuring Agreement D.5. is deleted in its entirety and replaced with the following: 5. up to two hundred fifty thousand United States dollars (USO 250,000) for the costs of a public relations consultancy for the purpose of averting or mitigating material damage to the Insured Organization's reputation; and 3. Clause V. Exclusions, paragraphs A. is deleted in its entirety and replaced with the following: A. Arising out of or resulting from any criminal, dishonest, fraudulent or malicious act, error or omission, intentional Security Breach, intentional violation of a Privacy Policy or intentional or knowing violation of the law, if committed by any Insured, or by others if such Insured colluded or participated in any such conduct or activity; provided this exclusion shall not apply to: 1. Claims Expenses incurred in defending any Claim alleging the foregoing until such time as there is a final adjudication, judgment, binding arbitration decision or conviction against the Insured, or written admission by the Insured establishing such conduct, or a plea of no/a contendere or no contest regarding such conduct, at which time the Named Insured shall reimburse the Underwriters for all Claims Expenses incurred defending the Claim and the Underwriters shall have no further liability for Claims Expenses; or 2. a Claim or Loss against a natural person Insured if such Insured did not personally commit, participate in or know about any act, error, omission, incident or event giving rise to such Claim or Loss; For purposes of this exclusion, only acts, errors, omissions or knowledge of a member of the Control Group will be imputed to the Insured Organization; 4. Clause VI. Definitions, paragraphs G.2. and 11. are deleted in their entirety and replaced with the following: G.2. a written threat or initiation of a suit seeking injunctive relief (meaning a temporary restraining order or a preliminary or permanent injunction). E07889 Page 1 of 4 012016 ed. II. Subsidiary means any corporation, limited liability company, joint venture or partnership while the Named Insured has Management Control over such entity, if the Named Insured: 1. had Management Control over such entity on the inception date of this Policy or such entity was an insured under a policy issued by the Underwriters of which this Policy is a renewal; 2. acquires Management Control after the inception date of this Policy, provided the revenues of the entity do not exceed thirty percent (30%) of the Named lnsured's annual revenues for the four quarterly periods directly preceding inception of the Policy Period; or 3. acquires Management Control after the inception date of this Policy, provided that if the revenues of the entity exceed thirty percent (30%) of the Named lnsured's annual revenues for the four quarterly periods directly preceding inception of the Policy Period, the provisions of Clause XV., Mergers and Acquisitions, must be fulfilled; provided, that this Policy only provides coverage for acts, errors, omissions, incidents or events that take place while the Named Insured has Management Control over such entity. 5. Clause VIII. Retention, paragraph A. is amended by the addition of: The maximum aggregate Retention for all Claims made during the Policy Period shall be $30,000. There shall be no Retention applied to any subsequent Claims made during the Policy Period once such aggregate amount above has been satisfied by monetary payments by the Named Insured of Damages, Claims Expenses, Penalties or PC! Fines, Expenses and Costs. 6. Clause IX. Notice of Claim, Loss or Circumstance that Might Lead to a Claim, paragraphs A., B. and C. are deleted in their entirety and replaced with the following: A. B. E07889 012016 ed. If any Claim is made against the Insured, the Insured shall forward as soon as practicable upon knowledge of the Control Group, to the Underwriters through persons named in Item 8.A. of the Declarations written notice of such Claim in the form of a telecopy, email, or express or certified mail together with every demand, notice, summons or other process received by the Insured or the lnsured's representative. In no event shall such notice to the Underwriters be later than the end of the Policy Period, the end of the Optional Extension Period (if applicable), or sixty (60) days after the expiration date of the Policy Period in the case of Claims first made against the Insured during the last sixty (60) days of the Policy Period; With respect to Insuring Agreement D. for a legal obligation to comply with a Breach Notice Law because of an incident (or reasonably suspected incident) described in Insuring Agreement C.1., C.2. or C.3., such incident or reasonably suspected incident must be reported in writing to the Underwriters through the persons named in Item 8.A. of the Declarations in the form of a telecopy, email or express or certified mail, including specific details of the incident, as soon as practicable during the Policy Period after discovery by the Control Group; provided, that unless the Insured cancels the Policy or the Underwriters cancel for non-payment of premium,, incidents discovered by the Control Group within sixty (60) days prior to expiration of the Policy shall be reported as soon as practicable, but in no event later than sixty (60) days after the end the Policy Period; provided further, that if this Policy is renewed by the Underwriters and covered Privacy Notification Costs are incurred because of such incident or suspected incident Page 2 of 4 that was discovered by the Insured within sixty (60) days prior to the expiration of the Policy and first reported during the sixty (60) day post Policy Period reporting period, then any subsequent Claim arising out of such incident or suspected incident is deemed to have been made during the Policy Period. C. If during the Policy Period the Control Group becomes aware of any circumstance that could reasonably be the basis for a Claim it may give written notice to the Underwriters in the form of a telecopy, email or express or certified mail through persons named in Item 8.A. of the Declarations as soon as practicable during the Policy Period. Such notice must include: 1. the specific details of the act, error or omission in the provision of Professional Services, Technology Based Services or Media Activities or relating to Technology Products or a Security Breach that could reasonably be the basis for a Claim; 2. the injury or damage which may result or has resulted from the circumstance; and 3. the facts by which the Control Group first became aware of the act, error or omission or Security Breach. Any subsequent Claim made against the Insured arising out of such circumstance which is the subject of the written notice will be deemed to have been made at the time written notice complying with the above requirements was first given to the Underwriters. 7. Clause X. Optional Extension Period, paragraph A. is deleted in its entirety and replaced with the following: A. In the event of the termination of this Insurance for any reason except the non-payment of premium, the Named Insured designated in Item 1. of the Declarations shall have the right, upon payment in full and not proportionally or otherwise in part of the full Premium set forth below, to have issued an endorsement providing the corresponding Optional Extension Period set forth below for Claims first made against any Insured and reported to the Underwriters during the Optional Extension Period, and arising out of any act, error or omission committed on or after the Retroactive Date and before the end of the Policy Period, subject to the conditions set forth herein. Premium: 100% of the Premium set forth in Item 5. of the Declarations 150% of the Premium set forth in Item 5. of the Declarations 185% of the Premium set forth in Item 5. of the Declarations Optional Extension Period: 12 months 24 months 36 months In order for the Named Insured to invoke the Optional Extension Period option, the payment of the additional premium for the Optional Extension Period must be paid to the Underwriters within thirty (30) days of the termination of this Insurance. If notice of election of the Optional Extension Period and full premium payment is not given to the Underwriters within such thirty (30) day period, there shall be no right to purchase the Optional Extension Period. E07889 012016 ed. Page 3 of 4 8. Clause XV. Mergers and Acquisitions, paragraph A. is deleted in its entirety and replaced with the following: A. Newly Acquired Subsidiaries If during the Policy Period the Named Insured or any Subsidiary acquires any entity whose annual revenues are more than thirty percent (30%) of the Named lnsured's total annual revenues for the four quarterly periods directly preceding inception of the Policy Period; then, subject to the Policy Period and all other terms and conditions of this Policy, coverage under this Policy shall be afforded for a period of sixty (60) days, but only for any Claim that arises out of any act, error or omission first committed or incident or event first occurring after the entity becomes so owned. Coverage beyond such sixty (60) day period shall only be available if the Named Insured gives the Underwriters written notice of the acquisition, obtains the written consent of the Underwriters to extend coverage beyond such sixty (60) day period to the entity and agrees lo pay any additional premium required by the Underwriters. Notwithstanding the foregoing, if the acquired entity's annual revenues are more than 30% of the Named lnsured's total annual revenues for the four quarterly periods directly preceding inception of the Policy Period, but is greater than $10,000,000 in annual revenue, this provision shall not apply and coverage shall only be available if the Named Insured gives the Underwriters written notice of the acquisition, obtains the written consent of the Underwriters to extend coverage to the entity, and agrees to pay any additional premium required by the Underwriters. 9. The Policy is amE;nded by the addition of the following Clause: SUPPLEMENTARY PAYMENTS Upon the Underwriters request, the Insured shall attend mediation meetings, arb'itration proceedings, hearings, depositions and trials relative to the defense of a Claim. The Underwriters shall reimburse the Insured, upon written request, for actual loss of earnings and reasonable expenses due to such attendance up to $500 for each day in the aggregate for all Insureds subject to a maximum amount of $10,000 for each Claim. All other terms and conditions of this Policy remain unchanged. E07889 012016 ed. Page 4 of 4 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 Syndicate 26231623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters" TELECOMMUNICATIONS FRAUD ENDORSEMENT This endorsement modifies insurance provided under the following: AFB MEDIA TECH® In consideration of the premium charged for the Policy, it is hereby understood and agreed that: 1. Item 3. of the Declarations is amended to include the following prior to the last paragraph thereof: TT. Aggregate sublimit of liability applicable to USO $100,000 Insuring Agreement TT. (Telecommunications Fraud): 2. Item 4. of the Declarations is amended to include: TT. Each incident, event, or related incidents or events, USO $10,000 giving rise to an obligation to pay loss under Insuring Agreement TT.: 3. Clause I. INSURING AGREEMENTS is amended by the addition of: TT. TELECOMMUNICATIONS FRAUD To indemnify the Insured Organization for any Telecommunications Fraud Loss, in excess of the applicable Retention, incurred by the Insured during the Policy Period and reported in writing to the Underwriters during the Policy Period. 4. Clause VI. DEFINITIONS, paragraph S. is amended to include Telecommunications Fraud Loss within the definition of "Loss". 5. Clause VI. DEFINITIONS is amended by the addition of: TT-A. Third Party means any person or entity other than the Insured Organization or a Related Party. TT-8. Telecommunications Fraud Loss means any direct financial loss to the Insured that results directly from a Third Party gaining access to and using the Insured Organization's telephone system in an unauthorized manner; provided that such unauthorized access and use must occur after the Retroactive Date and before the end of the Policy Period. 6. Clause VII. LIMIT OF LIABILITY, Paragraph A. is amended to include the following immediately prior to the last paragraph thereof: The sublimit of liability stated in Item 3.TT. is the aggregate limit of liability payable under this Policy for all Telecommunications Fraud Loss covered under Insuring Agreement TT. and is part of and not in addition to the Policy Aggregate Limit of Liability. 7. Clause VIII. RETENTION is amended by the addition of: TT. E09164 102016 ed. The Retention set forth in Item 4.TT. of the Declarations applies separately to each incident, event, or related incidents or events, giving rise to an obligation to pay loss under Insuring Agreement TT. Page1of2 8. Coverage under this Endorsement is excess to the coverage provided by any commercial crime policy; provided, however, notwithstanding the foregoing or anything in this Policy to the contrary, the Underwriters will recognize erosion of the Retention applicable to Insuring Agreement TT. by any payments made by or on behalf of the Insured Organization pursuant to such commercial crime policy issued to the Insured Organization, but only if such payments are for Loss that would otherwise be covered under Insuring Agreement TT. All other terms and conditions of this Policy remain unchanged. E09164 102016 ed. Page2 of2 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 Syndicate 2623/623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters" ADDITIONAL INSURED This endorsement modifies insu ranee provided under the following: AFB MEDIA TECH® In consideration of the premium charged, it is hereby understood and agreed that Clause Ill. The Insured and the Insured Organization is amended by the addition of: Al-A. City of Cupertino; Fremont Union High School District but solely with respect to his or her services performed for or on behalf of the Named Insured; All other terms and conditions of this Policy remain unchanged. E07277 062015 ed. Authoriz a Representative Page 1 of 1 --·-b®11~R®~-----------···-,---- AFB MEDIA TECH® PROFESSIONAL AND TECHNOLOGY INFORMATION SECURITY & PRIVACY, INSURANCE POLICY BASED SERVICES, TECHNOLOGY PRODUCTS, AND MULTIMEDIA AND ADVERTISING LIABILITY NOTICE: COVERAGE UNDER INSURING AGREEMENTS A., B., C., E., F. AND G. OF THIS POLICY IS PROVIDED ON A CLAIMS MADE AND REPORTED BASIS AND APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD OR THE OPTIONAL EXTENSION PERIOD (IF APPLICABLE) AND REPORTED TO THE UNDERWRITERS DURING THE POLICY PERIOD OR AS OTHERWISE PROVIDED IN CLAUSE IX. OF THIS POLICY. AMOUNTS INCURRED AS CLAIMS EXPENSES UNDER THIS POLICY SHALL REDUCE AND MAY EXHAUST THE LIMIT OF LIABILITY AND ARE SUBJECT TO RETENTIONS. INSURING AGREEMENT D. OF THIS POLICY PROVIDES FIRST PARTY COVERAGE ON AN INCIDENT DISCOVERED AND REPORTED BASIS AND APPLIES ONLY TO INCIDENTS FIRST DISCOVERED BY THE INSURED DURING THE POLICY PERIOD AND REPORTED TO THE UNDERWRITERS DURING THE POLICY PERIOD OR AS OTHERWISE PROVIDED IN CLAUSE IX. OF THIS POLICY. Please review the coverage ·afforded under this Insurance Policy carefully and discuss the coverage hereunder with your insurance agent or broker. The Underwriters agree with the Named Insured, set forth in Item 1. of the Declarations made a part hereof, in consideration of the payment of the premium and reliance upon the statements in the Application to this Insurance Policy (hereinafter referred to as the "Policy" or "Insurance") and subject to all the provisions, terms and conditions of this Policy: INSURING AGREEMENTS A. Professional and Technology Based Serv,ices Liability To pay on behalf of any Insured: F00437 092014 ed. Damages and Claims Expenses, in excess of the Retention, which the Insured shall become legally obligated to pay because of any Claim first made against any Insured during the Policy Period or Optional Extension Period (if applicable) and reported in writing to the Underwriters during the Policy Period or as otherwise provided in Clause IX. of this Policy, arising out of any: 1. negligent act, error, omission, misstatement, misleading statement or misrepresentation in rendering or failing to render Professional Services or Technology Based Services; 2. unintentional breach of a contractual obligation to perform Professional Services or Technology Based Services; that takes place on or after the Retroactive Date and before the end of the Policy Period by the Insured or by any person or entity for whose negligent act, error, omission, misstatement, misleading statement, misrepresentation or unintentional breach of contract the Insured Organization is legally responsible. Page 1 of 27 B. Technology Products Liability To pay on behalf of any Insured: Damages and Claims Expenses, in excess of the Retention, which the Insured shall become legally obligated to pay because of any Claim first made against any Insured during the Policy Period or Optional Extension Period (if applicable) and reported to the Underwriters during the Policy Period or as otherwise provided in Clause IX. of this Policy, arising out of any: 1. (a) negligent act, error, omission, misstatement, misleading statement or misrepresentation; or (b) unintentional breach of a contractual obligation; by the Insured on or after the Retroactive Date and before the end of the Policy Period that results in the failure of Technology Products to perform the function or serve the purpose intended; or 2. infringement of copyright committed by the Insured on or after the Retroactive Date and before the end of the Policy Period with respect to software Technology Products. C. Information Security & Privacy Liability F00437 092014 ed. To pay on behalf of the Insured: Damages and Claims Expenses, in excess of the Retention, which the Insured shall become legally obligated to pay because of any Claim, including a Claim for violation of a Privacy Law, first made against any Insured during the Policy Period or Optional Extension Period (if applicable) and reported in writing to the Underwriters during the Policy Period or as otherwise provided in Clause IX. of this Policy, for: 1. theft, loss or Unauthorized Disclosure of Personally Identifiable Information or Third Party Information that is in the care, custody or control of the Insured Organization, or a third party for whose theft, loss or Unauthorized Disclosure of Personally Identifiable Information or Third Party Information the Insured Organization is legally responsible (a third party shall include a Business Associate as defined by the Health Insurance Portability and Accountability Act ("HIPAA")), provided such theft, loss or Unauthorized Disclosure first takes place on or after the Retroactive Date and before the end of the Policy Period; 2. one or more of the following acts or incidents that directly result from a failure of Computer Security to prevent a Security Breach, provided that such act or incident first takes place on or after the Retroactive Date and before the end of the Policy Period: (a) (b) (c) the alteration, corruption, destruction, deletion or damage to data stored on Computer Systems; the failure to prevent transmission of malicious code from Computer Systems to computer or network systems that are not owned, operated or controlled by an Insured; or the participation by the Insured Organization's Computer System in a denial of service attack directed against computer or network systems Page 2 of 27 that are not owned, operated or controlled by an Insured; 3. the Insured Organization's failure to timely disclose an incident described in C.1 or C.2. above in violation of any Breach Notice Law; provided such incident giving rise to the Insured Organization's obligation under a Breach Notice Law must first take place on or after the Retroactive Date and before the end of the Policy Period; 4. failure by the Insured to comply with that part of a Privacy Policy that specifically: (a) prohibits or restricts the Insured Organization's disclosure, sharing or selling of a person's Personally Identifiable Information; (b) requires the Insured Organization to provide access to Personally Identifiable Information or to correct incomplete or inaccurate Personally Identifiable Information after a request is made by a person; (c) mandates procedures and requirements to prevent the loss of Personally Identifiable Information; (d) prevents or prohibits improper, intrusive or wrongful collection of Personally Identifiable Information from a person; (e) requires notice to a person of the Insured Organization's collection or use of, or the nature of the collection or use of his or her Personally Identifiable Information; or (f) provides a person with the ability to assent to or withhold assent for (e.g. opt-in or opt-out) the Insured Organization's collection or use his or her Personally Identifiable Information; provided the acts, errors or omissions that constitute such failure to comply with a Privacy Policy must first take place on or after the Retroactive Date and before the ·end of the Policy Period, and the Insured Organization must, at the time of such acts, errors or omissions, have in force a Privacy Policy that directly addresses those subsections above that are relevant to such Claim; or 5. failure by the Insured to administer (a) an identity theft prevention program required by regulations and guidelines promulgated pursuant to 15 U.S.C. §1681m(e), as amended, or (b) an information disposal program required by regulations and guidelines promulgated pursuant to 15 U.S.C. §1681W, as amended; provided the acts, errors or omissions that constitute such failure must first take place on or after the Retroactive Date and before the end of the Policy Period. D. Privacy Notification Costs F00437 092014 ed. To pay the Named Insured for: Privacy Notification Costs, in excess of the Retention and incurred by the Insured Organization, resulting from the Insured Organization's legal obligation to comply with Page 3 of 27 a Breach Notice Law because of an incident (or reasonably suspected incident) described in Insuring Agreement C.1. or C.2. that first takes place on or after the Retroactive Date and before the end of the Policy Period, is discovered by the Insured during the Policy Period, and is reported to the Underwriters during the Policy Period or as otherwise provided in Clause IX. of this Policy. Privacy Notification Costs means the following reasonable and necessary costs incurred with the Underwriters' prior consent within one (1) year of the Insured Organization reporting the incident or suspected incident to the Underwriters: 1. for Computer Expert Services; 2. for Legal Services; 3. to provide notification to: (a) individuals who are required to be notified by the Insured Organization under. the applicable Breach Notice Law; or (b) in the Underwriters' discretion, individuals affected by an incident in which their Personally Identifiable Information has been subject to theft, loss or Unauthorized Disclosure in a manner which compromises the security or privacy of such individual by posing a significant risk of financial, reputational or other harm to the individual; 4. for Call Center Services; 5. up to one hundred thousand United States dollars (USO 100,000) for the costs of a public relations consultancy for the purpose of averting or mitigating material damage to the Insured Organization's reputation; and 6. for a Credit Monitoring Product or Identity Monitoring Product, provided all such costs payable under this subsection 6. must be for the purpose of mitigating potential Damages or Penalties resulting from the theft, loss or Unauthorized Disclosure of Personally Identifiable Information. Privacy Notification Costs will only be paid in excess of the applicable Retention and shall not include any internal salary or overhead expenses of the Insured Organization. E. Regulatory Defense and Penalties To pay on behalf of the Insured: Claims Expenses and Penalties in excess of the Retention, which the Insured shall become legally obligated to pay because of any Claim in the form of a Regulatory Proceeding, first made against any Insured during the Policy Period or Optional Extension Period (if applicable) and reported in writing to the Underwriters during the Policy Period or as otherwise provided in Clause IX. of this Policy, for violation of a Privacy Law and caused by an incident described in Insuring Agreement C.1., C.2. or C.3 that first takes place on or after the Retroactive Date and before the end of the Policy Period. F. Multimedia and Advertising Liability F00437 092014 ed. To pay on behalf of the Insured: Page 4 of 27 Damages and Claims Expenses, in excess of the Retention, which the Insured shall become legally obligated to pay because of liability imposed by law or Assumed Under Contract resulting from any Claim first made against any Insured during the Policy Period or Optional Extension Period (if applicable) and reported to the Underwriters during the Policy Period or as otherwise provided in Clause IX. of this Policy, for one or more of the following acts first committed on or after the Retroactive Date and before the end of the Policy Period in the course of the Insured Organization's performance of Professional Services, Media Activities or Technology Based Services: 1. defamation, libel, slander, product disparagement, trade libel, prima facie tort, infliction of emotional distress, outrage, outrageous conduct or other tort related to disparagement or harm to the reputation or character of any person or organization; 2. invasion of or interference with the right to privacy or of publicity; 3. misappropriation of any name or likeness for commercial advantage; 4. false arrest, detention or imprisonment; 5. invasion of or interference with any right to private occupancy, including trespass, wrongful entry or wrongful eviction; 6. plagiarism, piracy or misappropriation of ideas under implied contract; 7. infringement of copyright; 8. infringement of trade dress, domain name, title or slogan, or the dilution or infringement of trademark or service mark; 9. negligence regarding the content of any Media Communication, including harm caused through any reliance or failure to rely upon such content; 10. misappropriation of trade secret; or 11. unfair competition, but only if alleged in conjunction with and arising out of any of the acts listed in paragraphs 7. or 8. above. G. PCI Fines, Expenses and Costs To indemnify the Insured for PCI Fines, Expenses and Costs, in excess of the Retention, which the Insured shall become legally obligated to pay because of a Claim first made against any Insured during the Policy Period or Optional Extension Period (if applicable) and reported in writing to the Underwriters during the Policy Period or as otherwise provided in Clause IX. of this Policy. Coverage under this Insuring Agreement is sublimited to the amount set forth Item 3.D. of the Declarations, and the Underwriters shall have no duty to defend any Claim or pay Claims Expenses with respect to any Claim under this Insuring Agreement. II. DEFENSE AND SETTLEMENT OF CLAIMS A. F00437 092014 ed. The Underwriters shall have the right and duty to defend, subject to all the provisions, terms and conditions of this Policy: Page 5 of 27 1. any Claim against the Insured seeking Damages which are payable under the terms of this Policy, even if any of the allegations of the Claim are groundless, false or fraudulent; 2. any Claim in the form of a civil suit against the Insured that seeks injunctive relief (meaning a temporary restraining order or a preliminary or permanent injunction) for one or more of the acts listed in Insuring Agreement F. if: (a) the Claim is first made and reported to the Underwriters during the Policy Period or Optional Extension Period (if applicable); and (b) the act or acts were committed on or after the Retroactive Date and before the end of the Policy Period in the course of the lnsured's performance of Professional Services, Media Activities or Technology Based Services. 3. under Insuring Agreement E., any Claim in the form of a Regulatory Proceeding. Defense counsel shall be mutually agreed upon between the Named Insured and the Underwriters but, in the absence of such agreement, the Underwriters' decision shall be final. B. With respect to any Claim against the Insured seeking Damages or Penalties which are payable under the terms of this Policy, the Underwriters will pay Claims Expenses incurred with their prior written consent. The Limit of Liability available to pay Loss shall be reduced and may be completely exhausted by payment of Claims Expenses. Loss shall be applied against the Retention payable by the Insured. C. If the Insured shall refuse to consent to any settlement or compromise recommended by the Underwriters and acceptable to the claimant and elects to contest the Claim, the Underwriters' liability for any Damages, Penalties and Claims Expenses shall not exceed: D. F00437 092014 ed. 1. the amount for which the Claim could have been settled, less the remaining Retention, plus the Claims Expenses incurred up to the time of such refusal; plus 2. fifty percent (50%) of any Claims Expenses incurred after the date such settlement or compromise was recommended to the Insured plus fifty percent (50%) of any Damages or Penalties above the amount for which the Claim could have been settled. The remaining fifty percent (50%) of such Claims Expenses, Damages or Penalties must be borne by the Insured at their own risk and uninsured; or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the further defense thereof by tendering control of said defense to the Insured. The portion of any proposed settlement or compromise that requires the Insured to cease, limit or refrain from actual or alleged infringing or otherwise injurious activity or is attributable to future royalties or other amounts that are not Damages (or Penalties for Claims covered under Insuring Agreement E.) shall not be considered in determining the amount for which a Claim could have been settled. The Underwriters agree that the Insured may settle any Claim where the Damages and Claims Expenses do not exceed fifty percent (50%) of the Retention, provided that the Page 6 of 27 entire Claim is resolved and the Insured obtains a full release on behalf of all the Insureds from all claimants. Ill. THE INSURED AND THE INSURED ORGANIZATION As used throughout this Policy, whether expressed in singular or plural, "Insured" shall mean: A. The Named Insured listed in Item 1. of the Declarations (the "Named Insured") and any Subsidiaries of the Named Insured (together the "Insured Organization"); B. A director, manager of a limited liability company ("Manager") or officer of the Insured Organization, but only with respectto the performance of his or her duties as such on behalf of the Insured Organization; C. An employee (including a part time, temporary, leased or seasonal employee) or Independent Contractor of the Insured Organization, but only for work done while acting within the scope of his or her employment and related to the conduct of the Insured Organization's business; D. A principal if the Named Insured is a sole proprietorship, or a partner if the Named Insured is a partnership, but only with respect to the performance of his or her duties as such on behalf of the Insured Organization; E. Any person who previously qualified as an Insured under 111.B., 111.C. or 111.D. above prior to the termination of the required relationship with the Insured Organization, but only with respect to the performance of his or her duties as such on behalf of the Insured Organization; F. An Additional Insured, but only as respects the vicarious liability of such person or entity for the Insured Organization; G. The estate, heirs, executors, administrators, assigns and legal representatives of any Insured in the event of such lnsured's death, incapacity, insolvency or bankruptcy, but only to the extent that such Insured would otherwise be provided coverage under this Insurance; and H. The lawful spouse, including any natural person qualifying as a domestic partner under the provisions of any applicable federal, state or local law in the United States, of any Insured, but solely by reason of any act, error or omission of an Insured other than such spouse or domestic partner. IV. TERRITORY This Insurance applies to Claims made and acts, errors or omissions committed, or Loss occurring anywhere in the world. V. EXCLUSIONS The coverage under this Insurance does not apply to any Claim or Loss: A. F00437 092014 ed. Arising out of or resulting from any criminal, dishonest, fraudulent or malicious act, error or omission, intentional Security Breach, intentional violation of a Privacy Policy or intentional or knowing violation of the law, if committed by any Insured, or by others if such Insured colluded or participated in any such conduct or activity; Page 7 of 27 this exclusion shall not apply to: 1. Claims Expenses incurred in defending any Claim alleging the foregoing until such time as there is a final adjudication, judgment, binding arbitration decision or conviction against the Insured, or written admission by the Insured establishing such conduct, or a plea of nolo contendere or no contest regarding such conduct, at which time the Named Insured shall reimburse the Underwriters for all Claims Expenses incurred defending the Claim and the Underwriters shall have no further liability for Claims Expenses; or 2. a Claim or Loss against a natural person Insured if such Insured did not personally commit, participate in or know about any act, error, omission, incident or event giving rise to such Claim or Loss; B. For, arising out of or resulting from any act, error, omission, incident, failure of Computer Security or Security Breach committed or occurring prior to the inception date of this Policy: 1. if any principal, partner, corporate officer, director, Manager, general counsel (or most senior legal counsel) or risk manager of the Insured Organization (or any person in a substantially similar position) on or before the Continuity Date knew or could have reasonably foreseen that such act, error, omission, incident, failure of Computer Security or Security Breach might be expected to be the basis of a Claim or Loss; or 2. in respect of which any Insured has given notice of a circumstance which might lead to a Claim or Loss to the insurer of any other policy in force prior to (i) the inception date of this Policy, or (ii) if this Policy is a renewal, the inception date of the first consecutive policy issued by the Underwriters of which this Policy is a renewal; C. For, arising out of or resulting from any related or continuing acts, errors, omissions, incidents or events where the first such act, error, omission, incident or event was committed or occurred prior to the Retroactive Date; D. For or arising out of or resulting from: 1. physical injury, sickness, disease or death of any person, including any mental anguish or emotional distress that results from such physical injury, sickness, disease or death; or 2. physical injury to or destruction of any tangible property, including the loss of use thereof; provided that electronic data shall not be considered tangible property for purposes of this exclusion. E. For, arising out of or resulting from obligation under or breach of any contract or agreement, except: F00437 092014 ed. 1. 2. to an otherwise covered Claim under Insuring Agreements A. and B.; with respect to Insuring agreement C.1., to an obligation to maintain the confidentiality or security of Personally Identifiable Information or of Third Party Information (provided this exception E.2 does not apply to any obligation under a Merchant Services Agreement); Page 8 of 27 3. to Computer Expert Services or Legal Services covered under Insuring Agreement D.; 4. with respect to Insuring Agreement F. to: a. liability Assumed under Contract; or b. misappropriation of ideas under an implied contract; or 5. to PCI Fines, Expenses and Costs covered under Insuring Agreement G.; or 6. to the extent the Insured would have been liable in the absence of such contract or agreement; F. Under Insuring Agreements A. or B., for, arising out of or resulting from liability assumed in any hold harmless or indemnity agreement other than a hold harmless or indemnity agreement with respect to intellectual property rights or breaches of the confidentiality of information of any third party; G. For or arising out of or resulting from: 1. breach of a~y express warranty or representation except for an agreement to perform within a reasonable standard of care or skill consistent with applicable industry standards, or breach of any other contractual obligation which goes beyond an express or implied duty to exercise a degree of care or skill as is consistent with applicable industry standards; 2. breach of guarantee or any promises of cost savings, profits or return on investment; or 3. delay in delivery or performance, or failure to deliver or perform at or within an agreed upon period of time, but this exclusion shall not apply if such delay or failure to deliver or perform is a consequence of a negligent act, error or omission committed during the course of providing Professional Services or Technology Based Services if the Insured has made diligent efforts to deliver or perform such Professional Services or Technology Based Services; H. For, arising out of or resulting from: I. F00437 092014 ed. 1. inaccurate, inadequate or incomplete description of the price of goods, products or services; 2. cost guarantees, cost representations or contract price estimates of probable costs or cost estimates actually or allegedly being exceeded; 3. the failure of goods, products or services to conform with any represented quality or performance contained in Advertising; or 4. any actual or alleged gambling, contest, lottery, promotional game or other game of chance; For, arising out of or resulting from any costs or expenses incurred or to be incurred by the Insured or others for: Page 9 of 27 1. the reprinting, recall, removal or disposal of any Media Material, including any media or products containing such Media Material; or 2. the withdrawal, recall, inspection, repair, replacement, reproduction, removal or disposal of: (a) Technology Products, including any products or other property of others that incorporate Technology Products; (b) work product resulting from or incorporating the results of Professional Services or Technology Based Services; or (c) any products or other property on which Professional Services or Technology Based Services are performed; however, this exclusion shall not apply to third party Claims for the resulting loss of use of such Media Material or Technology Products, or loss of use of the work product resulting from such Professional Services or Technology Based Services; J. For, arising out of or resulting from any failure or malfunction of electrical or telecommunications infrastructure or services, unless under the Insured Organization's operational control; K. For, arising out of or resulting from any actual or alleged antitrust violation, restraint of trade, unfair competition (except as provided in Insuring Agreement F.11), false or deceptive or misleading advertising or violation of the Sherman Antitrust Act, the Clayton Act or the Robinson-Patman Act, as amended; L. For, arising out of or resulting from any actual or alleged false, deceptive or unfair trade practices, or violation of consumer protection laws; however this exclusion does not apply to: 1. any Claim covered under Insuring Agreements C.1., C.2., C.3. or E. that results from a theft, loss or Unauthorized Disclosure of Personally Identifiable Information; or 2. coverage for Privacy Notification Costs covered under Insuring Agreement D.; provided that no member of the Control Group participated or is alleged to have participated or colluded in such theft, loss or Unauthorized Disclosure; M. For, in connection with or resulting from a Claim brought by or on behalf of any federal, state, local or foreign governmental entity in such entity's regulatory or official capacity; provided, this exclusion shall not apply to an otherwise covered Claim: (i) made against the Insured Organization by a government entity solely in its capacity as a customer of the Insured Organization; or (ii) under Insuring Agreement E.; N. For, arising out of or resulting from any actual or alleged: F00437 092014 ed. 1. 2. infringement of patent or patent rights or misuse of patent; misappropriation of trade secret arising out of or related to Technology Products or any other goods or products; Page 10 of27 3. under Insuring Agreement C., use or misappropriation of any ideas, trade secrets or Third Party Information (i) by or on behalf of the Insured Organization, or (ii) by any other person or entity if such use or misappropriation is done with the knowledge, consent or acquiescence of a member of the Control Group; 4. disclosure, misuse or misappropriation of any ideas, trade secrets or confidential information that came into the possession of any person or entity prior to the date he or she became an employee, officer, director, Manager, principal, partner or Subsidiary of the Insured Organization; or 5. under Insuring Agreement C.2., theft of or Unauthorized Disclosure of data; 0. For, arising out of or resulting from any of the following: P. Q. R. F00437 092014 ed. 1. any actual or alleged violation of the Organized Crime Control Act of 1970 (commonly known as Racketeer Influenced and Corrupt Organizations Act or RICO), as amended; 2. any actual or alleged violation of any securities law, including but not limited to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Act of 1940, the Sarbanes-Oxley Act of 2002 or any "Blue Sky" laws; or 3. any actual or alleged acts, errors or omissions related to any of the Insured Organization's pension, healthcare, welfare, profit sharing, mutual or investment plans, funds or trusts, including any violation of any provision of the Employee Retirement Income Security Act of 1974 (ERISA); 4. any regulation promulgated under any the foregoing laws; or 5. any federal, state, local or foreign laws or legislation similar to the foregoing laws; however, this exclusion does not apply to any otherwise covered Claim under Insuring Agreements C.1., C.2. or C.3., or to paying Privacy Notification Costs under Insuring Agreement D., that results from a theft, loss or Unauthorized Disclosure of Personally Identifiable Information, provided that no member of the Control Group participated or colluded in, or is alleged to have participated or colluded in such theft, loss or Unauthorized Disclosure; For, arising out of or resulting from a Claim by or on behalf of one or more Insureds under this Insurance against any other Insured or Insureds under this Insurance; provided, this exclusion shall not apply to an otherwise covered Claim (i) brought by or on behalf of an Additional Insured; or (ii) under Insuring Agreements C.1., C.2. or C.3. made by a current or former employee of the Insured Organization; For, arising out of or resulting from any Claim made by, or the provision of services or products to, any business enterprise in which any Insured has greater than a fifteen percent (15%) ownership interest or made by any parent company or other entity which owns more than fifteen percent (15%) of the Named Insured; or any lnsured's activities as a trustee, partner, member, Manager, officer, director or employee of any employee trust, charitable organization, corporation, company or business other than that of the Insured Organization; For, arising out of or resulting from: Page 11 of 27 -1. any employment or labor relations, policies, practices, acts or omissions, or any actual or alleged refusal to employ any person, or misconduct with respect to employees, whether such Claim is brought by an employee, former employee, applicant for employment, or relative or domestic partner of such person; provided, that this exclusion shall not apply to an otherwise covered Claim under Insuring Agreements C.1., C.2. or C.3. by a current or former employee of the Insured Organization, or to Privacy Notification Costs involving current or former employees of the Insured Organization; or 2. any actual or alleged discrimination of any kind including but not limited to age, color, race, sex, creed, national origin, marital status, sexual preference, disability or pregnancy; S. For, arising out of or resulting from any actual or alleged (a) unlawful distribution of email, direct mail, text messages or facsimiles, (b) unlawful telemarketing, or (c) eavesdropping, wiretapping or audio or video recording, if any of the above is done by or on behalf of the Insured Organization; T. For, arising out of or resulting from any actual or alleged act, error or omission or breach of duty by any director, officer or Manager in the discharge of their duty if the Claim is brought by or on behalf of the Named Insured, a Subsidiary or any principals, directors, officers, Managers, stockholders, members or employees of the Named Insured or a Subsidiary in his or her capacity as such; U. For, arising out of or resulting from: 1. the actual or alleged obligation to make licensing fee or royalty payments, including but limited to the amount or timeliness of such payments; 2. any right asserted or claim brought by or on behalf of any intellectual property licensing bodies or organizations, including but not limited to, the American Society of Composers, Authors and Publishers, the Society of European Stage Authors and Composers or Broadcast Music, Inc.; 3. any claim brought by or on behalf of any independent contractor, joint venturer or venture partner arising out of or resulting from disputes over ownership of rights in Media Material or services provided by such independent contractor, joint venturer or venture partner; V. For, arising out of or resulting from any of the following: w. F00437 092014 ed. 1. trading losses, trading liabilities or change in value of accounts; 2. any loss, transfer or theft of monies, securities or tangible property of others in the care, custody or control of the Insured Organization; 3. the monetary value of any transactions or electronic fund transfers by or on behalf of the Insured which is lost, diminished or damaged during transfer from, into or between accounts; or 4. the value of coupons, price discounts, prizes, awards or any other valuable consideration given in excess of the total contracted or expected amount; Either in whole or in part, directly or indirectly, arising out of or resulting from, in consequence of, or in any way involving: Page 12 of 27 1. asbestos, or any materials containing asbestos in whatever form or quantity; 2. the actual, potential, alleged or threatened formation, growth, presence, release or dispersal of any fungi, molds, spores or mycotoxins of any kind; any action taken by any party in response to the actual, potential, alleged or threatened formation, growth, presence, release or dispersal of fungi, molds, spores or mycotoxins of any kind, such action to include investigating, testing for, detection of, monitoring of, treating, remediating or removing such fungi, molds, spores or mycotoxins; and any governmental or regulatory order, requirement, directive, mandate or decree that any party take action in response to the actual, potential, alleged or threatened formation, growth, presence, release or dispersal of fungi, molds, spores or mycotoxins of any kind, such action to include investigating, testing for, detection of, monitoring of, treating, remediating or removing such fungi, molds, spores or mycotoxins; The Underwriters will have no duty or obligation to defend any Insured with respect to any Claim or governmental or regulatory order, requirement, directive, mandate or decree which either in whole or in part, directly or indirectly, arises out of or results from or in consequence of, or in any way involves the actual, potential, alleged or threatened formation, growth, presence, release or dispersal of any fungi, molds, spores or mycotoxins of any kind; 3. the existence, emission or discharge of any electromagnetic field, electromagnetic radiation or electromagnetism that actually or allegedly affects the health, safety or condition of any person or the environment, or that affects the value, marketability, condition or use of any property; or 4. the actual, alleged or threatened discharge, dispersal, release or escape of Pollutants; or any governmental, judicial or regulatory directive or request that the Insured or anyone acting under the direction or control of the Insured test for, monitor, clean up, remove, contain, treat, detoxify or neutralize Pollutants. Pollutants means any solid, liquid, gaseous or thermal irritant or contaminant including gas, acids, alkalis, chemicals, heat, smoke, vapor, soot, fumes or waste. Waste includes but is not limited to materials to be recycled, reconditioned or reclaimed. VI. DEFINITIONS Wherever used in this Policy in bold face type, the following definitions shall apply. A. Additional Insured means: F00437 092014 ed. 1. any natural person or entity that the Insured Organization has expressly agreed in writing to add as an Additional Insured under this Policy prior to the commission or occurrence of any act, error or omission for which such person or entity would be provided coverage for under this Policy; and 2. any other person or entity added as an Additional Insured by endorsement to this Policy; but only to the extent the Insured Organization would have been liable and coverage would have been afforded under this Policy had such Claim been made against the Insured Organization. Page 13 of 27 B. Advertising means material which promotes the product, service or business of the Insured Organization or others. C. Application means all applications, including any attachments thereto, and all other information and materials submitted or specifically referenced by or on behalf of the Insured to the Underwriters in connection with the underwriting of this Policy, or prior policies of which this Policy is a renewal. D. Assumed Under Contract means liability assumed by the Insured Organization under a written hold harmless or indemnity agreement regarding the content of Media Material used in a Media Communication, but only as respects acts for which insurance is afforded under Insuring Agreement F. E. Breach Notice Law means any federal, state, local or foreign statute or regulation that requires notice to persons whose Personally Identifiable Information was accessed or reasonably may have been accessed by an unauthorized person. F. Call Center Services means the provision of a call center to answer calls, from individuals to whom notice of an incident is provided pursuant to Insuring Agreement D.3., during standard business hours for a period of up to ninety (90) days following notification (or longer if required by applicable law or regulation) of such incident. G. Claim means: 1. a written demand received by any Insured for money or services, including the service of a suit or institution of arbitration proceedings; 2. a threat or initiation of a suit seeking injunctive relief (meaning a temporary restraining order or a preliminary or permanent injunction). 3. with respect to coverage provided under Insuring Agreement E. only, institution of a Regulatory Proceeding against any Insured; and 4. a written request or agreement to toll or waive a statute of limitations relating to a potential Claim described above. Multiple Claims arising from the same or a series of related or repeated acts, errors or omissions, or from any continuing acts, errors or omissions, or from multiple Security Breaches arising from a failure of Computer Security, shall be considered a single Claim for the purposes of this Policy, irrespective of the number of claimants or Insureds involved in the Claim. All such Claims shall be deemed to have been made at the time of the first such Claim. H. Claims Expenses means: F00437 092014 ed. 1. 2. reasonable and necessary fees charged by an attorney designated pursuant to Clause 11., Defense and Settlement of Claims, paragraph A.; all other legal costs and expenses resulting from the investigation, adjustment, defense and appeal of a Claim, suit or proceeding arising in connection therewith, or circumstance which might lead to a Claim, if incurred by the Underwriters, or by the Insured with the prior written consent of the Underwriters; and Page14of27 3. the premium cost for appeal bonds for covered judgments or bonds to release property used to secure a legal obligation, if required in any Claim against an Insured; provided the Underwriters shall have no obligation to appeal or to obtain bonds. Claims Expenses do not include any salary, overhead or other amounts charged or incurred by the Insured in assisting the Underwriters or cooperating in the defense and investigation of any Claim or circumstance that might lead to a Claim notified under this Policy or costs to comply with any regulatory orders, settlements or judgments. I. Computer Expert Services means costs for: 1. a computer security expert to determine the existence and cause of an actual or suspected electronic data breach which may require the Insured Organization to comply with a Breach Notice Law and to determine the extent to which such information was accessed by an unauthorized person or persons; and 2. a PCI Forensic Investigator that is approved by the PCI Security Standards Council and is retained by the Insured Organization in order to comply with the terms of a Merchant Services Agreement to investigate the existence and extent of an actual or suspected compromise of credit card data; and in the Underwriters' discretion, where a computer security expert described in 1. above has not been retained, for a computer security expert to provide advice and oversight in connection with the investigation conducted by the PCI Forensic Investigator; and 3. a computer security expert, up to USO 50,000 (which amount is part of and not in addition to the sublimit of coverage stated in Item 3.B. of the Declarations), to demonstrate the lnsured's ability to prevent a future electronic data breach as required by a Merchant Services Agreement. J. Computer Security means software, computer or network hardware devices, as well as the Insured Organization's written information security policies and procedures, the function or purpose of which is to prevent Unauthorized Access or Use, a denial of service attack against Computer Systems, infection of Computer Systems by malicious code or transmission of malicious code from Computer Systems. Computer Security includes anti-virus and intrusion detection software, firewalls and electronic systems that provide access control to Computer Systems through the use of passwords, biometric or similar identification of authorized users. K. Computer Systems means computers, any software residing on such computers and associated input and output devices, data storage devices, networking equipment, and back up facilities: L. F00437 092014 ed. 1. operated by and either owned by or leased to the Insured Organization; or 2. systems operated by a third party service provider and used for the purpose of providing hosted computer application services to the Insured Organization or for processing, maintaining, hosting or storing the Insured Organization's electronic data, pursuant to written contract with the Insured Organization for such services. Continuity Date means (i) the date stated in Item 6.B. of the Declarations with respect to the Named Insured and any Subsidiaries acquired before the date stated in Item 6.B. of Page 15 of27 the Declarations; or (ii) with respect to any Subsidiaries acquired after the date stated in Item 6.8. of the Declarations, the date the Named Insured acquired such Subsidiary. M. Control Group means any principal, partner, corporate officer, director, Manager, general counsel (or most senior legal counsel) or risk manager of the Insured Organization and any individual in a substantially similar position. N. Credit Monitoring Product means a product that provides one (1) year of credit file monitoring, plus mailing and other reasonable third party administrative costs associated with offering such product to individuals whose Personally Identifiable Information was compromised or reasonably believed to be compromised as a result of a theft, loss or Unauthorized Disclosure in an incident that gives rise to notification of such individual pursuant to Insuring Agreement D.3 .. 0. Damages means a monetary judgment, award or settlement, provided that the term Damages shall not include or mean: P. F00437 092014 ed. 1. future profits, restitution, disgorgement of unjust enrichment or profits by an Insured, or the costs of complying with orders granting injunctive or equitable relief; 2. return or offset of fees, charges or commissions for goods or services already provided or contracted to be provided; but this limitation does not apply to any return or offset of fees, charges or commissions that serves as a contractual measure, cap or limitation of liability if such amounts are otherwise covered Damages under Insuring Agreements A. or B.; 3. costs incurred by the Insured to correct, re-perform or complete any Professional Services, Technology Based Services or Media Activities; 4. taxes or loss of tax benefits; 5. fines, sanctions or penalties; 6. punitive or exemplary damages or any damages which are a multiple of compensatory damages, unless insurable by law in any applicable venue that most favors coverage for such punitive, exemplary or multiple damages; 7. discounts, coupons, prizes, awards or other incentives offered to the lnsured's customers or clients; 8. liquidated damages, but only to the extent that such damages exceed the amount for which the Insured would have been liable in the absence of such liquidated damages agreement; or 9. any amounts for which the Insured is not liable or for which there is no legal recourse against the Insured. Identity Monitoring Product means the offering of a product or service that provides up to one (1) year of monitoring of the internet for the possible presence of an individual's Personally Identifiable Information that was compromised or reasonably believed to be compromised as a result of theft, loss or Unauthorized Disclosure in the incident giving rise to notification of such individual pursuant to Insuring Agreement D.3. Page 16 of 27 Q. Independent Contractor means any natural person independent contractor who performs labor or service for the Insured Organization pursuant to a written contract or agreement, where such labor or service is under the exclusive direction of the Insured Organization. The status of an individual as an Independent Contractor shal\ be determined as of the date of an alleged act, error or omission by any such Independent Contractor. R. Legal Services means fees charged by an attorney: 1. to determine the applicability of and actions necessary for the Insured Organization to comply with Breach Notice Laws due to an actual or reasonably suspected theft, loss or Unauthorized Disclosure of Personally Identifiable Information; and 2. to advise the Insured Organization in responding to credit card system operating regulation requirements for any actual or suspected compromise of credit card data that is required to be reported to the Insured Organization's merchant bank under the terms of a Merchant Services Agreement, but Legal Services does not include fees incurred in any legal proceeding, arbitration or mediation, or any advice in responding to credit card system operating regulations after any assessment of PCI Fines, Expenses and Costs. S. Loss means Damages, Claims Expenses, Privacy Notification Costs, Penalties and PCI Fines, Expenses and Costs. T. Management Control means: U, V. X. X. F00437 092014 ed. 1. owning, directly or indirectly, more than fifty percent (50%) of the outstanding securities representing the present right to vote for the election of an entity's directors (in the case of a corporation), members. of the board of managers (in the case of a limited liability company), management committee members (in the case of a joint venture or partnership) or persons serving in a functional\y equivalent role for such an entity operating or organized outside of the United States; or 2. having the right, pursuant to a written contract or the bylaws, charter, operating agreement or similar documents of an entity to elect, appoint or designate a majority of: the board of directors of a corporation; the management committee of a joint venture or partnership; the management board of a limited liability company; or persons serving in a functionally equivalent role for such an entity operating or organized outside of the United States. Media Activities means Media Communications and/or the gathering, collection or recording of Media Material for inclusion in any Media Communication in the ordinary course of the Insured Organization's business. Media Communication means the display, broadcast, dissemination, distribution or release of Media Material to the public by the Insured Organization. Media Material means words, sounds, numbers, images, graphics or other information in any form, but does not mean computer software or the actual goods, products or services described, illustrated or displayed in a Media Communication. Merchant Services Agreement means any agreement between an Insured and a financial institution, credit/debit card company, credit/debit card processor or independent service operator enabling an Insured to accept credit card, debit card, prepaid card or other payment cards for payments or donations. Page 17 of 27 Y. PCI Fines, Expenses and Costs means the direct monetary fines, penalties, reimbursements, fraud recoveries or assessments owed by the Insured Organization under the terms of a Merchant Services Agreement, but only where such fines, penalties, reimbursements, fraud recoveries or assessments result both from the Insured Organization's actual or alleged noncompliance with published PCI Data Security Standards and from a data breach caused by an incident (or reasonably suspected incident) described in Insuring Agreement C.1. or C.2.; provided, that the term PCI Fines, Expenses and Costs shall not include or mean any charge backs, interchange fees, discount fees or prospective service fees. Z. Penalties means: 1. any civil fine or money penalty payable to a governmental entity that was imposed in a Regulatory Proceeding by any federal, state, local or foreign governmental entity in such entity's regulatory or official capacity; the insurability of Penalties shall be in accordance with the law in the applicable venue that most favors coverage for such Penalties; and 2. amounts which the Insured is legally obligated to deposit in a fund as equitable relief for the payment of consumer claims due to an adverse judgment or settlement of a Regulatory Proceeding (including such amounts required to be paid into a "Consumer Redress Fund"); but shall not include payments to charitable organizations or disposition of such funds other than for payment of consumer claims for losses caused by an event covered pursuant to Insuring Agreements C.1., C.2. or C.3. but shall not mean (a) costs to remediate or improve Computer Systems, (b) costs to establish, implement, maintain, improve or remediate security or privacy practices, procedures, programs or policies, (c) audit, assessment, compliance or reporting costs, . or (d) costs to protect the confidentiality, integrity and/or security of Personally Identifiable Information from theft, loss or disclosure, even if it is in response to a regulatory proceeding or investigation. AA. Personally Identifiable Information means: F00437 092014 ed. 1. 2. 3. 4. 5. 6. information concerning the individual that constitutes "nonpublic personal information" as defined in the Gramm-Leach Bliley Act of 1999, as amended, and regulations issued pursuant to the Act; medical or heath care information concerning the individual, including "protected health information" as defined in the Health Insurance Portability and Accountability Act of 1996, as amended, and regulations issued pursuant to the Act; information concerning the individual that is defined as private personal information under statutes enacted to protect such information in foreign countries, for Claims subject to the law of such jurisdiction; information concerning the individual that is defined as private personal information under a Breach Notice Law; or education records as defined by the Family Educational Rights and Privacy Act (FERPA), which are directly related to an individual's attendance as a student; the individual's drivers license or state identification number; social security number; unpublished telephone number; and credit, debit or other financial account numbers in combination with associated security codes, access codes, Page 18 of 27 passwords or PINs if such information allows an individual to be uniquely and reliably identified or contacted or allows access to the individual's financial account or medical record information. Personally Identifiable Information does not include publicly available information that is lawfully made available to the general public from government records. BB. Policy Period means the period of time between the inception date shown in the Declarations and the effective date of termination, expiration or cancellation of this Insurance and specifically excludes any Optional Extension Period or any prior policy period or renewal period. CC. Privacy Law means a federal, state or foreign.statute or regulation requiring the Insured Organization to protect the confidentiality and/or security of Personally Identifiable Information. DD. Privacy Policy means the Insured Organization's publicly available written statement of its policy for collection, use, disclosure, sharing, dissemination and correction or supplementation of, and access to Personally Identifiable Information. EE. Professional Services means professional services performed for others by or on behalf of the Insured Organization for a fee, but does not include Technology Based Services, Media Activities, any services involving the creation, development, sale, distribution, installation, licensing or manufacturing of Technology Products, or work or activities performed by or on behalf of the Insured Organization or for the Insured Organization as an accountant, architect, surveyor, health care provider, lawyer, insurance or real estate agent or broker, or civil or structural engineer. FF. Regulatory Proceeding means a request for information, civil investigative demand, or civil proceeding commenced by service of a complaint or similar proceeding brought by or on behalf of any federal, state, local or foreign governmental entity in such entity's regulatory or official capacity in connection with such proceeding. GG. Retention means the applicable retention for each Claim or incident as specified in Item 4. of the Declarations. HH. Security Breach means: F00437 092014 ed. 1. Unauthorized Access or Use of Computer Systems, including Unauthorized Access or Use resulting from the theft of a password from a Computer System or from any Insured; 2. a denial of service attack against Computer Systems or computer systems that are not owned, operated or controlled by an Insured; or 3. infection of Computer Systems by malicious code or transmission of malicious code from Computer Systems, regardless of whether any of the foregoing is a specifically targeted or generally distributed attack. A series of continuing Security Breaches, related or repeated Security Breaches, or multiple Security Breaches resulting from a continuing failure of Computer Security, shall be considered a single Security Breach and be deemed to have occurred at the time of the first such Security Breach. Page 19 of27 II. Subsidiary means any corporation, limited liability company, joint venture or partnership while the Named Insured has Management Control over such entity, if the Named JJ. KK. LL. MM. NN. F00437 092014 ed. Insured: · 1. had Management Control over such entity on the inception date of this Policy or such entity was an insured under a policy issued by the Underwriters of which this Policy is a renewal; 2. acquires Management Control after the inception date of this Policy, provided the revenues of the entity do not exceed fifteen percent (15%) of the Named lnsured's annual revenues for the four quarterly periods directly preceding inception of the Policy Period; or 3. acquires Management Control after the inception date of this Policy, provided that if the revenues of the entity exceed fifteen percent (15%) of the Named lnsured's annual revenues for the four quarterly periods directly preceding inception of the Policy Period, the provisions of Clause XV., Mergers and Acquisitions, must be fulfilled; provided, that this Policy only provides coverage for acts, errors, omissions, incidents or events that take place while the Named Insured has Management Control over such entity. Technology Based Services means computer and electronic technology services, including data processing, Internet services, data and application hosting, computer systems analysis, technology consulting and training, custom software programming for a specific client of the Insured Organization, computer and software systems installation and integration, computer and software support, and network management services performed by the Insured, or by others acting under the Insured Organization's trade name, for others for a fee, but shall not mean Technology Products. Technology Products means a computer or telecommunications hardware or software product, or related electronic product, that is created, manufactured or developed by the Insured Organization for others, or distributed, licensed, leased or sold by the Insured Organization to others, for compensation, including software updates, service packs and other maintenance releases provided for such products. Third Party Information means any trade secret, data, design, interpretation, forecast, formula, method, practice, credit or debit card magnetic strip information, process, record, report or other item of information of a third party not insured under this Policy which is not available to the general public and is provided to the Insured subject to a fully executed written confidentiality agreement or which the Insured Organization is legally required to maintain in confidence; however, Third Party Information shall not include Personally Identifiable Information. Unauthorized Access or Use means the gaining of access to or use of Computer Systems by an unauthorized person or persons or the use of Computer Systems in an unauthorized manner. Unauthorized Disclosure means the disclosure (including disclosure resulting from phishing) of or access to information in a manner that is not authorized by the Insured Organization and is without knowledge, consent or acquiescence of any member of the Control Group. Page 20 of 27 VII. LIMIT OF LIABILITY A. The Policy Aggregate Limit of Liability stated in Item 3.A. of the Declarations (the "Policy Aggregate Limit of Liability") is the Underwriters' combined total limit of liability for all Loss payable under this Policy. The sublimit of liability stated in Item 3.B. of the Declarations is the aggregate limit of liability payable under this Policy for all Privacy Notification Costs covered under Insuring Agreement D. and is part of, and not in addition to, the Policy Aggregate Limit of Liability. The sublimit of liability stated in Item 3.C. of the Declarations is the aggregate limit of liability under this Policy for all Claims Expenses and Penalties covered under Insuring Agreement E. and is part of, and not in addition to, the Policy Aggregate Limit of Liability. The sublimit of liability stated in Item 3.D. of the Declarations is the aggregate limit of liability under this Policy for all PCI Fines, Expenses and Costs covered under Insuring Agreement G. and is part of, and not in addition to, the Policy Aggregate Limit of Liability. Neither the inclusion of more than one Insured under this Policy, nor the making of Claims by more than one person or entity shall increase the Limit of Liability. B. The Limit of Liability for the Optional Extension Period shall be part of and not in addition to the Policy Aggregate Limit of Liability. C. The Underwriters shall not be obligated to pay any Loss, or to undertake or continue defense of any suit or proceeding, after the Policy Aggregate Limit of Liability or any other applicable limit of liability has been exhausted by payment of Loss, or after deposit of the Policy Aggregate Limit of Liability or any other applicable limit of liability in a court of competent jurisdiction. Upon such payment, the Underwriters shall have the right to withdraw from the further defense of any Claim under this Policy by tendering control of said defense to the Insured. VIII. RETENTION A. The Retention amount set forth in Item 4.A. of the Declarations applies separately to B. C. F00437 092014 ed. . each incident, event, or related incidents or events, giving rise to a Claim. The Retention shall be satisfied by monetary payments by the Named Insured of Damages, Claims Expenses, Penalties or PCI Fines, Expenses and Costs. In the event that Damages, Claims Expenses, Penalties or PCI Fines, Expenses and Costs arising out of a Claim are subject to more than one Retention, the applicable Retention amounts shall apply to such Damages, Claims Expenses, Penalties or PCI Fines, Expenses and Costs, provided that the sum of such Retention amounts shall not exceed the largest applicable Retention amount. The Retention amount set forth in Item 4.B. of the Declarations applies separately to each incident, event or related incidents or events, giving rise to an obligation to pay Privacy Notification Costs. The Retention shall be satisfied by monetary payments by the Named Insured of Privacy Notification Costs. Satisfaction of the applicable Retention is a condition precedent to the payment by the Underwriters of any amounts hereunder, and the Underwriters shall be liable only for the Page 21 of 27 amounts in excess of such Retention subject to the Underwriters' total liability not exceeding the Policy Aggregate Limit of Liability or any applicable Limit of Liability. The Named Insured shall make direct payments within the Retention to appropriate other parties designated by the Underwriters. IX. NOTICE OF CLAIM, LOSS OR CIRCUMSTANCE THAT MIGHT LEAD TO A CLAIM A. If any Claim is made against the Insured, the Insured shall forward as soon as practicable to the Underwriters through persons named in Item 8.A. of the Declarations written notice of such Claim in the form of a telecopy, email, or express or certified mail together with every demand, notice, summons or other process received by the Insured or the lnsured's representative. In no event shall the Underwriters be given notice of a Claim later than the end of the Policy Period, the end of the Optional Extension Period (if applicable), or sixty (60) days after the expiration date of the Policy Period in the case of Claims first made against the Insured during the last sixty (60) days of the Policy Period. B. With respect to Insuring Agreement D. for a legal obligation to comply with a Breach Notice Law because of an incident (or reasonably suspected incident) described in Insuring Agreement C.1., C.2. or C.3., such incident or reasonably suspected incident must be reported in writing to the Underwriters through the persons named in Item 8.A. of the Declarations in the form of a telecopy, email or express or certified mail, including specific details of the incident, as soon as practicable during the Policy Period after discovery by the Insured; provided, that unless the Insured cancels the Policy or the Underwriters cancel for non-payment of premium, incidents discovered by the Insured within sixty (60) days prior to expiration of the Policy shall be reported as soon as practicable, but in no event later than sixty (60) days after the end the Policy Period; provided further, that if this Policy is renewed by the Underwriters and covered Privacy Notification Costs are incurred because of such incident or suspected incident that was discovered by the Insured within sixty (60) days prior to the expiration of the Policy and first reported during the sixty (60) day post Policy Period reporting period, then any subsequent Claim arising out of such incident or suspected incident is deemed to have been made during the Policy Period. C. If during the Policy Period the Insured becomes aware of any circumstance that could reasonably be the basis for a Claim it may give written notice to the Underwriters in the form of a telecopy, email or express or certified mail through persons named in Item 8.A. of the Declarations as soon as practicable during the Policy Period. Such notice must include: F00437 092014 ed. 1. the specific details of the act, error or omission in the provision of Professional Services, Technology Based Services or Media Activities or relating to Technology Products or a Security Breach that could reasonably be the basis for a Claim; 2. the injury or damage which may result or has resulted from the circumstance; and 3. the facts by which the Insured first became aware of the act, error or omission or Security Breach. Any subsequent Claim made against the Insured arising out of such circumstance which is the subject of the written notice will be deemed to have been made at the time written notice complying with the above requirements was first given to the Underwriters. Page 22 of 27 D. A Claim or legal obligation under paragraph A or B. above shall be considered to be reported to the Underwriters when written notice is first received by the Underwriters in the form of a telecopy, email or express or certified mail or email through persons named in Item BA of the Declarations of the Claim or legal obligation, or of an act, error or omission, which could reasonably be expected to give rise to a Claim if provided in compliance with paragraph C. above. X. OPTIONAL EXTENSION PERIOD A Upon termination of this Insurance for any reason except the non-payment of premium, the Named Insured shall have the right, upon payment in full and not proportionally or otherwise in part of the percentage shown in Item 7A of the Declarations of the full premium set forth in Item 5. of the Declarations, to have issued an endorsement providing an Optional Extension Period for the period of time set forth in Item 7.8. of the Declarations for Claims first made against any Insured and reported to the Underwriters during the Optional Extension Period, and arising out of any act, error or omission committed on or after the Retroactive Date and before the end of the Policy Period, subject to the conditions set forth herein. In order for the Named Insured to invoke the Optional Extension Period option, the payment of the additional premium for the Optional Extension Period must be paid to the Underwriters within thirty (30) days of the termination of this Insurance. If notice of election of the Optional Extension Period and full premium payment is not given to the Underwriters within such thirty (30) day period, there shall be no right to purchase the Optional Extension Period. B. The Limit of Liability for the Optional Extension Period shall be part of, and not in addition to, the Policy Aggregate Limit of Liability and the exercise of the Optional Extension Period shall not in any way increase such Policy Aggregate Limit of Liability or any sublimit of liability. The Optional Extension Period does not apply to Insuring Agreement D. C. The right to the Optional Extension Period shall not be available to the Named Insured where the Policy premium has not been paid in full, or where cancellation or non-renewal by the Underwriters is due to non-payment of premium or failure of an Insured to pay such amounts in excess. of the applicable limit of liability or within the amount of the applicable Retention. D. All notices and premium payments with respect to the Optional Extension Period option shall be directed to the Underwriters through the entity named in Item 8.8. of the Declarations. E. At the commencement of the Optional Extension Period the entire premium shall be deemed earned, and in the event the Named Insured terminates the Optional Extension Period for any reason prior to its natural expiration, the Underwriters will not be liable to return any premium paid for the Optional Extension Period. XI. WARRANTY By acceptance of this Policy, all Insureds agree that the statements contained in the Application are their agreements and representations and that the Underwriters issue this Policy, and assume the risks hereunder, in reliance upon the truth thereof. XII. OTHER INSURANCE The insurance under this Policy shall apply in excess of any other valid and collectible insurance available to any Insured, including any self-insured retention or deductible portion thereof, unless such other insurance is written only as specific excess insurance over the Policy Aggregate Limit of Liability or any other applicable Limit of Liability of this Policy. F00437 092014 ed. Page 23 of 27 XIII. ASSIGNMENT The interest hereunder of any Insured is not assignable. If the Insured shail die or be adjudged incompetent, such insurance shall cover the lnsured's legal representative as the Insured as would be permitted by this Policy. XIV. CANCELLATION A. This Policy may be cancelled by the Named Insured, by surrender thereof to the Underwriters or by mailing or delivering to the Underwriters through the entity named in Item 8.B. of the Declarations, written notice stating when the cancellation shall be effective. B. This Policy may be cancelled by the Underwriters by mailing or delivering to the Named Insured at the address shown in the Declarations written notice stating when, not less than sixty (60) days thereafter, such cancellation shall be effective. However, if the Underwriters cancel this Insurance because the Insured has failed to pay a premium when due, this Policy may be cancelled by the Underwriters by mailing a written notice of cancellation to the Named Insured at the address shown in the Declarations stating when, not less than ten (10) days thereafter, such cancellation shall be effective. Mailing of notice shall be sufficient proof of notice. The time of surrender or the effective date and hour of cancellation stated in the notice shall become the end of the Policy Period. Delivery (where permitted by law) of such written notice either by the Named Insured or by the Underwriters shall be equivalent of mailing. C. If the Named Insured cancels this Policy, the earned premium shall be computed in accordance with the customary short rate portion of the full premium set forth in Item 5. of the Declarations. D. If the Underwriters cancel this Policy prior to any Claim being reported or Loss incurred under this Policy, earned premium shall be computed pro rata. E. The premium shall be deemed fully earned if any Claim, or any circumstance that could reasonably be the basis for a Claim or Loss, is reported to the Underwriters on or before the date of cancellation. F. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. XV. MERGERS AND ACQUISITIONS A. Newly Acquired Subsidiaries B. F00437 092014 ed. If during the Policy Period the Named Insured or any Subsidiary acquires any entity whose annual revenues are more than fifteen percent (15%) of the Named lnsured's total annual revenues for the four quarterly periods directly preceding inception of the Policy Period, then, subject to the Policy Period and all other terms and conditions of this Policy, coverage under this Policy shall be afforded for a period of sixty (60) days, but only for any Claim that arises out of any act, error or omission first committed or incident or event first occurring after the entity becomes so owned. Coverage beyond such sixty (60) day period shall only be available if the Named Insured gives the Underwriters written notice of the acquisition, obtains the written consent of the Underwriters to extend coverage to the entity beyond such sixty (60) day period and agrees to pay any additional premium required by the Underwriters. Mergers or Consolidations Page 24 of 27 If during the Policy Period the Named Insured consolidates or merges with or is acquired by another entity, or sells substantially all of its assets to any other entity, then this Policy shall remain in full force and effect, but only with respect to a Security Breach, or other acts or incidents that occur prior to the date of the consolidation, merger or acquisition. No coverage shall be provided by this Policy for any other Claim or Loss unless the Named Insured provides written notice to the Underwriters prior to such consolidation, merger or acquisition, the Named Insured has agreed to any additional premium and terms of coverage required by the Underwriters and the Underwriters have issued an endorsement extending coverage under this Policy. C. All notices and premium payments made under this Clause XV. shall be directed to the Underwriters through the entity named in Item 8.B. of the Declarations. XVI. ASSISTANCE AND COOPERATION A. The Underwriters shall have the right to make any investigation they deem necessary, and the Insured shall cooperate with the Underwriters in all investigations, including investigations regarding the Application for and coverage under this Policy. The Insured shall execute or cause to be executed all papers and render all assistance as is requested by the Underwriters. The Insured agrees not to take any action which in any way increases the Underwriters' exposure under this Policy. However, notwithstanding the above, the lnsured's rights under this Policy shall not be prejudiced by any refusal to disclose the identity of any confidential source of information, or to produce any documentation or information obtained in the course of Media Activities in respect of which the Insured has asserted a claim of reporter's privilege or any other privilege regarding the protection of news-gathering activities. B. Upon the Underwriters' request, the Insured shall assist in making settlements, in the conduct of suits and in enforcing any right of contribution or indemnity against any person or organization who may be liable to the Insured because of acts, errors or omissions, incidents or events with respect to which insurance is afforded under this Policy; and the Insured shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. C. The Insured shall not admit liability, make any payment, assume any obligations, incur any expense, enter into any settlement, select the services and products described in Insuring Agreement D., stipulate to any judgment or award or dispose of any Claim without the written consent of the Underwriters, except as specifically provided in Clause 11., Defense and Settlement of Claims, paragraph D. Compliance with a Breach Notice Law will not be considered an admission of liability for purposes of this Clause XVI.C. D. Expenses incurred by the Insured in assisting and cooperating with the Underwriters do not constitute Claims Expenses under the Policy. XVII. ACTION AGAINST THE UNDERWRITERS No action shall lie against the Underwriters or the Underwriters' representatives unless and until, as a condition precedent thereto, the Insured shall have fully complied with all provisions, terms and conditions of this Insurance, and the amount of the lnsured's obligation to pay shall have been finally determined either by judgment or award against the Insured after trial, regulatory proceeding, arbitration or by written agreement of the Insured, the claimant and the Underwriters. No person or organization shall have the right under this Policy to join the Underwriters as a party F00437 092014 ed. Page 25 of 27 to an action or other proceeding against the Insured to determine the lnsured's liability, nor shall the Underwriters be impleaded by the Insured or the lnsured's legal representatives. The lnsured's bankruptcy or insolvency or of the lnsured's estate shall not relieve the Underwriters of their obligations hereunder. XVIII. SUBROGATION If any payment is made under this Policy and there is available to the Underwriters any of the lnsured's rights of recovery against any other party, then the Underwriters shall maintain all such rights of recovery. The Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing after an incident or event giving rise to a Claim or Loss to prejudice such rights. Any recoveries shall be applied first to subrogation expenses, second to Loss paid by the Underwriters, and lastly to the Retention. Any additional amounts recovered shall be paid to the Named Insured. XIX. ENTIRE AGREEMENT By acceptance of the Policy, all Insureds agree that this Policy embodies all agreements between the Underwriters and the Insured relating to this Policy. Notice to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this Policy or estop the Underwriters from asserting any right under the terms of this Insurance; nor shall the terms of this Insurance be waived or changed, except by endorsement issued to form a part of this Policy signed by the Underwriters. XX. VALUATION AND CURRENCY All premiums, limits, deductibles, Damages and other amounts under this Policy are expressed and payable in the currency of the United States. If judgment is rendered, settlement is denominated or another element of Damages under this Policy is stated in a currency other than United States dollars or if Claims Expenses are paid in a currency other than United States dollars, payment under this Policy shall be made in United States dollars at the rate of exchange published in the Wall Street Journal on the date the judgment becomes final or payment of the settlement or other element of Damages is due or the date such Claims Expenses are paid. XXI. AUTHORIZATION By acceptance of this Policy and the coverage provided hereunder, the Insureds agree and acknowledge that (a) the Named Insured will act on their behalf with respect to the giving and receiving of any notice pertaining to this Policy, the payment of premiums and the receipt of any return premiums that may become due under this Policy, and the agreement to and acceptance of endorsements; and (b) the Underwriters shall not bear any liability in connection with the same. XXII. HEADINGS The titles of paragraphs, sections, provisions or endorsements of or to this Policy are intended solely for convenience and reference, and are not deemed in any way to limit or expand the provisions to which they relate and are not part of the Policy. XXIII. SERVICE OF SUIT CLAUSE (U.S.A.) A. F00437 092014 ed. It is agreed that in the event of the failure of the Underwriters to pay any amount claimed to be due under this Insurance, the Underwriters will, at the lnsured's request, submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this clause constitutes or should be understood to constitute a waiver of the Underwriters' rights to commence an action in any court of competent jurisdiction in the United States, Page 26 of 27 to remove an action to a United States District Court, or seek a transfer of a case to another court as permitted by the laws of the United States or any state in the United States. It is further agreed that service of process in such suit may be made upon the Underwriters' representative designated in Item 10. of the Declarations, and that in any suit instituted against any one of the Underwriters upon this Policy, the Underwriters will abide by the final decision of such court or of any appellate court in the event of an appeal. B. The Underwriters' representative designated in Item 10. of the Declarations is authorized and directed to accept service of process on the Underwriters' behalf in any such suit and/or upon the lnsured's request to give a written undertaking to the Insured that they will enter a general appearance upon the Underwriters' behalf in the event such a suit shall be instituted. C. Pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Underwriters hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor in office, as their true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on the lnsured's behalf or any beneficiary hereunder arising out of this Policy, and hereby designate the Underwriters' representative designated in Item 10. of the Declarations as the person to whom said officer is authorized to mail such process or a true copy thereof. XXIV. SINGULAR FORM OF A WORD Whenever the singular form of a word is used herein, the same shall include the plural when required by context. XXV. CHOICE OF LAW Unless otherwise set forth in Item 11. of the Declarations, this Policy shall be interpreted in accordance with New York state law, without giving effect to conflicts of laws principles, other than such principles directing application of New York law. F00437 092014 ed. Page 27 of 27 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 Syndicate 2623/623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the 11 Underwriters" ADD/DELETE ENDORSEMENT WITHOUT ADDITIONAL/ RETURN PREMIUM This endorsement modifies insurance provided under the following: Media Tech Package It is hereby understood and agreed that the following endorsement(s) is deleted from the Policy: 1. E07277 062015 ed. Additional Insured All other terms and conditions of this Policy remain unchanged. E00303 022008 ed. Authori - Page 1 of 1 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 Syndicate 2623/623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters1 ' ADD/DELETE ENDORSEMENT WITHOUT ADDITIONAL/ RETURN PREMIUM This endorsement modifies insurance provided under the following: Media Tech Package It is hereby understood and agreed that the following endorsement(s) is added to the Policy: 1. E07277 062015 ed. Additional Insured All other terms and conditions of this Policy remain unchanged. E00303 022008 ed. Authori d Representative Page 1 of 1 Effective date of this Endorsement: 08-Aug-2017 This Endorsement is attached to and forms a part of Policy Number: W20161170101 Syndicate 2623/623 at Lloyd's. referred to in this endorsement as either the "Insurer" or the "Underwriters" ADDITIONAL INSURED This endorsement modifies insurance provided under the following: AFB MEDIA TECH® In consideration of the premium charged, it is hereby understood and agreed that Clause Ill. The Insured and the Insured Organization is amended by the addition of: Al-A. Fremont Union High School District and the City of Cupertino, including its City Council, boards and commissions, officers, officials, agents, employees, consultants and volunteers. but solely with respect to his or her services performed for or on behalf of the Named Insured; All other terms and conditions of this Policy remain unchanged. E07277 062015 ed. Authoriz d Representative Page 1 of 1