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2018-19 Vielhaber, Karen (Instructor) - Yoga Classesta Qwkra City of La Quinta - GBAaf`beDESGRr— Community Services Department Contract # 420601-18 INSTRUCTOR AGREEMENT This INSTRUCTOR AGREEMENT is hereby formed on JULY 1, 2018 through JUNE 30, 2019 between the CITY OF LA QUINTA, COMMUNITY RESOURCES DEPARTMENT ("CITY") and KAREN VIELHABER, a person or business engaged in offering services ("CONTRACTOR") for Contractor's Provision of Services to the City. CITY AND CONTRACTOR MUTUALLY AGREE AS FOLLOWS: 1. SCOPE OF WORK. The scope of work is described as: YOGA/FITNESS classes held at a City of La Quinta facility. The scope of work includes all goods and actions necessary to complete the task CONTRACTOR has been hired to perform, whether specifically included in the scope of work or not. Specific dates and times for contracted Work will be requested by. letter to CONTRACTOR from CITY on a bi-annual basis. Work proposals, onceved by CITY will be attached as exhibits to this INSTRUCTOR AGREEMENT. (initials) 2. COMPENSATION. CONTRACTOR shall be paid for services performed under this INSTRUCTOR AGREEMENT as follows: CONTRACTOR shall recommend fees to be charged by CITY. Such fees shall be paid directly to CITY. CITY shall maintain written records of gross receipts and shall submit such records to CONTRACTOR upon request. CONTRACTOR shall be compensated based on the following: STANDARD SESSIONS. CITY shall pay 70% of gross receipts collected to CONTRACTOR as compensation based upon the records and shall retain the remaining 30% for the use of public facilities for such services. This compensation shall be the total compensation for services, including out-of-pocket costs. CITY shall pay no other compensation to CONTRACTOR. Payments will be made to CONTRACTOR after each session of work is completed as defined in Section 1, SCOPE OF WORK and will follow the approved annual payroll calendar. DROP -IN SESSIONS. CITY shall pay 70% of gross fees to CONTRACTOR as compensation based upon the records and shall retain the remaining 30% for the use of public facilities for such services. This compensation shall be the total compensation for services, including out- of-pocket costs. CITY shall pay no other compensation to CONTRACTOR. Payments will be made to CONTRACTOR after each session of work is completed as defined in the SCOPE OF SERVICES and will follow the approve3d annual payroll calendar. 3. INDEPENDENT CONTRACTOR. This INSTRUCTOR AGREEMENT calls for the performance of the services of CONTRACTOR as an independent contractor and not as an employee of CITY. Neither CITY nor any of its employees shall have any control over the manner, mode, or means by which CONTRACTOR or its agents, perform the services required herein, except as otherwise set forth herein. CONTRACTOR shall perform all services required herein as an independent contractor of CITY and shall remain at all times as to CITY a wholly independent contractor with only such Rev May 2015 1 obligations as are consistent with that role. CONTRACTOR shall have no power to incur any debt, obligation, or liability on behalf of CITY. CONTRACTOR shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of CITY. CONTRACTOR and any of its agent, and subcontractors providing services under this INSTRUCTOR AGREEMENT shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by CITY, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of CITY and entitlement to any contribution to be paid by CITY for employer contributions and/or employee contributions for PERS benefits. CONTRACTOR agrees to pay all required taxes on amounts paid to CONTRACTOR under this INSTRUCTOR AGREEMENT, and to indemnify and hold CITY harmless from any and all taxes, assessments, penalties, and interest asserted against CITY by reason of the independent contractor relationship created by this INSTRUCTOR AGREEMENT. CITY shall have the right to offset against the amount of any compensation due to CONTRACTOR under this INSTRUCTOR AGREEMENT any amount due to CITY from CONTRACTOR as a result of CONTRACTOR's failure to promptly pay to CITY any reimbursement or indemnification arising under this paragraph. 4. INDEMNIFICATION. To the fullest extent permitted bylaw, CONTRACTOR shall indemnify, protect, defend (with counsel selected by City) and hold harmless CITY and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all liability, claims, suits, actions arbitration proceedings, administrative proceedings, regulatory proceedings, losses, liabilities of every kind, nature, and description, damages, injury (including, without limitation, injury to or death of CONTRACTOR or of any subcontractor) costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, actual attorneys' fees incurred by CITY, court costs, interest, defense costs including fees of expert contractors or expert witnesses incurred in connection therewith and any other costs or expenses of any kind whatsoever incurred in relation to, as a consequence of, or arising out of or in any way attributable in whole or in part to the performance of this INSTRUCTOR AGREEMENT by CONTRACTOR or by any individual or entity for which CONTRACTOR is legally liable, including but not limited to agents or subcontractors of CONTRACTOR.. All obligations under this provision are to be paid by CONTRACTOR as CITY incurs them. Without affecting the rights of CITY under any provision of this INSTRUCTOR AGREEMENT, CONTRACTOR shall not be required to indemnify and hold harmless CITY for liability attributable to the active negligence of CITY, provided such active negligence is determined by contract between the parties or by the findings of a court of competent jurisdiction. In instances where CITY is shown to have been actively negligent and where CITY's active negligence accounts for only a percentage of the liability involved, the obligation of CONTRACTOR will be for that entire portion or percentage of liability not attributable to the active negligence of CITY. PROMPT NOTICE. CONTRACTOR agrees to provide immediate notice to CITY of any claim or loss against CONTRACTOR arising out of the work performed under this INSTRUCTOR AGREEMENT. CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY. S. CANCEL.LATION_SICHANGES. CITY RESPONSIBILITY. CITY will contact CONTRACTOR and all program participants if CITY cancels or changes a program from original Rev May 2015 approved schedule based requirement not met, or if i reserves the right to change c facility becomes unavailable. to another suitable facility if facilities, CITY will cancel said to schedule a make-up date. )n zero enrollments, minimum student se of facility becomes unavailable. CITY riginal approved schedule of program if the ZITY will attempt to re -locate said program )ne is available. If there are no available program and coordinate with CONTRACTOR . (initials) CONTRACTOR RESPONSIBILITY. CONTRACTOR will contact CITY as defined in the NOTICE section in advance to notify of any cancellations or changes from original approved schedule if said program is cancelled or changed by CONTRACTOR. CONTRACTOR will be solely responsible to contact any and all participants of the program. Programs that are cancelled or changed by CONTRACTOR,must be made up in a timely manner as approved by CITY. (initials) 6. INSURANCE.It is to be understood that CONTRACTOR is working under a contractual obligation as specified in this INSTRUCTOR AGREEMENT and is responsible as a self-employed person to remit any Federal or State Income Taxes, and to provide for his/her own Worker's Compensation, Disability Insurance, Unemployment Insurance coverage, Social Security, Liability Insurance and other such coverage, as applicable, in the amounts and under the conditions as set forth below. A. Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent. Coverage for an additional insured shall not be limited to its vicarious liability. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Contracting Party's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. Defense costs must be paid in addition to limits. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. Instructor shall obtain policy endorsement on Commercial General Liability Insurance that name Additional Insureds as follows: The City of La Quinta, its officers, officials, employees and agents. 6.1 CONTRACTOR agrees to provide evidence of the insurance required herein, satisfactory to CITY, consisting of: (a) certificate(s) of insurance evidencing all of the coverages required and, (b) an additional insured endorsement to CONTRACTOR's Commercial general liability policy using ISO Form CG 20 10 with an edition date prior to 1988, which form shall include coverage for completed operations and, The additional insured endorsement shall expressly name CITY, its officers, and employees as additional insureds on the policy (ies) as to commercial general liability coverages, and completed operations coverages, with respect to liabilities arising out of CONTRACTOR's performance of the services under this INSTRUCTOR AGREEMENT. 6.2 CONTRACTOR shall provide written notice to CITY within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self -insured retention is increased. In the event any of said policies of insurance are cancelled, CONTRACTOR shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 6 to CITY. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of CONTRACTOR's obligation to indemnify CITY, its officers, employees, contractors, subcontractors, or agents. Rev May 2015 7. BUSINESS LICENSE. CONTRACTOR will be required to obtain a City of La Quinta Business License within thirty (30) calendar days of this signed INSTRUCTOR AGREEMENT. A copy of the current La Quinta Business License must be provided to the Community Services Department within five (5) business days of receipt. a. COMPLIANCE WITH LAW. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of CITY and any Federal, State, or local government agency of competent jurisdiction. 9. COVENANT AGAINST DISCRIMINATION. CONTRACTOR covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, disability, or ancestry in the performance of this INSTRUCTOR AGREEMENT. 10. NO ASSIGNMENT. CONTRACTOR shall not, under any circumstances, assign this INSTRUCTOR AGREEMENT or its rights or duties without prior written authorization/ from CITY. Should such authorization be granted, CONTRACTOR agrees to in rr,r subcontractor of all the stipulations of this INSTRUCTOR AGREEMENT. (initials) Please list any/all subcontractors you may hire for the term of this INSTRUCTOR AGREEMENT. Subcontractors listed above have been approved by CITY to perform the scope of work, as provided in Section 1. Additional subcontractors will require prior written approval from CITY. 11. TERMINATION. It is understood that CONTRACTOR will perform, all services set forth herein in a good and workable manner. CITY reserves the right to terminate services for any reason, including, but not limited to, insufficient number of participants or unavailability of facilities. In such circumstances, CITY shall not be liable for compensation or damages to CONTRACTOR for remainder of this INSTRUCTOR AGREEMENT. 12. NOTICE. Notice shall be deemed given when CONTRACTOR contacts CITY COMMUNITY RESOURSES COORDINATOR or COMMUNITY SERVICES SPECIALIST in person, via telephone call, email, faxed with a fax return, or seventy-two (72) hours after deposit in the United States mail postage prepaid, return receipt requested, addressed as follows: CITY: City of La Quinta Community Resources Department 78495 Calle Tampico La Quinta, CA 92253 CONTRACTOR: Karen Vielhaber 49560 Avila Drive La Quinta, CA 92253 initials Rev May 2015 13. DOCUMENTS. Any documents and marketing materials created by CONTRACTOR under this INSTRUCTOR AGREEMENT shall be submitted to CITY for approval prior to distribution. 14. MISCELLANEOUS. This INSTRUCTOR AGREEMENT is the only agreement between CONTRACTOR and CITY and may be amended in writing and agreed upon by both parties. No waiver of any term or condition of this INSTRUCTOR AGREEMENT shall be a continuing waiver thereof. Rev May 2015 IN WITNESS WHEREOF, the parties hereto have caused this INSTRUCTOR AGREEMENT to be executed the day and year as first stated above. CITY OF LA QUINTA, COMMUNITY RESOURCES DEPARTMENT ("CITY") APPROVED: By: tRAISTINA CALD ON Community Resources Manager Required for over $5,000: By; CHRIS MCOBEDO Community Resources Director Karen Vielhaber ("CONTRACTOR") APPROVED: By: j/ )40 49560 Avila Drive La Quinta, CA 92253 760-771-0692 Rev May 2015 CERTIFICATE OF LIABILITY INSURANCE rKwuuLLM [HIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Insurance Plus 800-516-8822 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Willis of New York, Inc., Brookfield Place ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 200 Liberty Street, 6th Floor New York, NY 10281 INSURERS AFFORDING COVERAGE NAIC # INSURED Aspen Specialty Insurance Company INSURERA. ....P.. .. P Ynan _ p......Y 10717 Karen Vielhaber Report all claims to..l..n...s.u...ra.nce Plus Program_yla_e-mail. at 49560 Avila Drive Ins. # 104258 ProfessionaILiabifityClaims@aspen-insurance.com La Quinta, CA 92253 INSURERS: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTAN DING 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS fNSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION to TYPE OF INSURANCE POLICY NUMBER DATE(MMIDDIYYYY) PATE IMMIDDIYYYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE S 2,000,000 X COMMERCIAL GENERAL LIABILITY 01/05/2018 01/05/2019 DAMAGE TO RENTED PREMISES (Ea owrence) cc slog-Iiao CLAIMS MADE X OCCUR #LRAFVTX17AOM MED EXP (Any one person) $ N/A A X PERSONAL 6 ADV INJURY S 2,000,000 GENERAL AGGREGATE $ 3,000,DDO GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,0D0 x POLICY PFtO• JF[:T LOr_ BUS. PERS. PROP AGG IDED SI,000I5250 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY $ NON -OWNED AUTOS (Per acridenl) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT *$ ANY AUTO OTHER THAN EA ACC S AUTO ONLY: AGG S EXCESSI UMBRELLA LIABILITY EACH OCCURRENCE _ 5 OCCUR CLAIMS MADE AGGREGATE $ S DEDUCTIBLE $ RETENTION 5 5 WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY y I N TORY LIMITS ER ANY PROP RIETORrPARTNERJEXECUTIVE E.L EACH ACCIDENT $ GFFICERWEMBE:R EX"UDED7 ❑ . (MandatoryIn NH) E.L. DISEASE - EA EMPLOYEE 5 II YeSr describe under P O E E.L. DISEASE -POLICY LIMIT S A OTHER Professional Liability #LRAFVTX17A0M 2.00D.000 per occurrence r 53.000.000 annual 01 /05/2018 01 /05/2019 aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Holder named below is listed as an Additional Insured for the General Liability policy. CERTIFICATE HOLDER CANCELLATION The City of La Qu inta SHOULD ANY OF THEABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIOI 78495 Avenda La Fonda DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTE! La Qu inta, CA 92253 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHAL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS 0 AUTHORIZED REPRESENTATIVE yi a j 1 r ACORD 25 (2003101) @ 1988.2009 ACORD CORPORATION. All rights reserved INS026(200901) The ACORD name and logo are registered marks of ACORD Effective date of this Endorsement: 2018-01-05 This Endorsement is attached to and forms a part of Policy Number: #LRAFVTX17AOM The City of La Quinta Referred to in this endorsement as either the "Insurer" or the "Underwriters" ADDITIONAL INSURED ENDORSEMENT FOR LANDLORDS. SPONSORS OR LESSORS This endorsement modifies insurance provided under the following: SPECIFIED MEDICAL PROFESSIONAL, GENERAL LIABILITY AND PRODUCTS/COMPLETED OPERATIONS LIABILITY INSURANCE In consideration of the premium charged for the Policy, it is hereby understood and agreed that with respect to General Liability coverage only: 1. Clause II. PERSONS INSURED is amended by the addition of the following: Any landlord, owner, or property manager of the Designated Premises; or any tradeshow or convention sponsor or operator. However, coverage provided for purposes of this endorsement, shall apply solely: a. to Claims first made against the Insured during the Membership Period or any Extended Reporting Period, if purchased; b. . for Claims arising out the Named Insured's occupancy of, or failure to maintain the Designated Premises, but solely with respect to the products, goods or operations of the Named Insured and only if liability for such Claim is determined to be solely the negligence or responsibility of the Named Insured; and c. for Occurrences at, on or upon that portion of the Designated Premises which is occupied by the Named Insured and taking place during the term of the Named Insured's lease/occupancy of such Designated Premises. Provided, however, that coverage afforded to the landlord, owner or property manager of the Designated Premises, shall not apply to: (i) Any Occurrence or Accident which takes place after the Named Insured ceases to be a tenant in that premises; (ii) Structural alterations, new construction or demolition operations performed by or on behalf of the landlord, owner or property manager of the Designated Premises; (iii) Bodily Injury, Property Damage or Advertising Liability arising out of the sole negligence of the landlord, owner or property manager of the Designated Premises, unless covered under paragraph b. above; (iv) Bodily Injury, Property Damage or Advertising Liability arising out of the claimed negligence of the landlord, owner or property manager of the Designated Premises other than directly caused by the Named Insured's work in the ownership, maintenance or use of that part of the premises leased to the Named Insured which shall be imputed to the landlord, owner or property manager of the Designated Premises; or (v) Bodily Injury, Property Damage or Advertising Liability to any employee of the Named Insured or to any obligation of the landlord, owner or property manager of the Designated Premises, to indemnify another because of Damages arising out of such injury. 2. Clause V. DEFINITIONS is amended by the addition of the following: "Designated Premises" means all premises leased or rented to the Named Insured, or premises temporarily occupied by the Named Insured with permission of the owner, for a tradeshow or convention. All other terms and conditions of this Policy remain unchanged. Authorized Representative Page 2 of 2 ASPEN HEALTH, WELLNESS & BEAUTY PROVIDERS PROFESSIONAL LIABILITY INSURANCE POLICY THIS IS AN OCCURRENCE POLICY DECLARATIONS PAGE Named Insured: Insurance Plus Risk Purchasing Group, LLC 820 A 1 A North, Suite W 18 Ponte Vedra Beach, FL 32082 IVI ASPEN Policy No. LRAFVTX18AOM Insureds: Members and Student Members of Named Insured as listed in the Schedule of Insureds on record with the underwriters for Aspen Specialty Insurance Company Policy Period: beginning and ending at 12:01 am at above stated address FROM: September 30, 2018 TO: September 30, 2019 Coverages: 1. Health, Wellness, and Beauty Providers Professional Liability (HWB-PL) 2. Commercial General Liability (CGL) Limits of Insurance / Limits of Liability: HEALTH, WELLNESS, AND BEAUTY PROVIDERS PROFESSIONAL LIABILITY LIMTS OF LIABILITY* A. Each Claim: $ 2,000,000.00 B. All Claims/Aggregate $ 3,000,000.00 Limit: COMMERCIAL GENERAL LIABILITY LIMIT OF LIABILITY* $ 2,000,000.00 A. Each Occurrence: B. Products -Completed Operations $ 2,000,000.00 Aggregate Limit: C. Personal Injury and Advertising Injury $2,000,000.00 (Any one person or organization) Limit: D. Damage To Premises Rented To $100,000.00 (Any one premises) An Insured Limit: E. Damage to an Insured's Business or $1,000.00, subject to a $250.00 deductible Personal Property Aggregate Limit: ASPMT002 DEC 0918 2018 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 2 ASPEN HEALTH, WELLNESS & BEAUTY PROVIDERS PROFESSIONAL LIABILITY INSURANCE POLICY ASPEN F. General Aggregate Limit: I $3,000,000.00 COMBINED LIMIT OF LIABILITY: 1. COMMERCIAL GENERAL LIABILITY LIMIT OF LIABILITY; AND 2. HEALTH, WELLNESS, AND BEAUTY PROVIDERS PROFESSIONAL LIABILITY LIMTS OF LIABILITY All Claims/Occurrences 1 $ 3,000,000.00 *The limits for the coverages above are reduced to $1,000,000 each claim/occurrence and $1,000,000 aggregate for student policies with a 6 month policy period The HWB-PL AND CGL LIMITS ARE COMBINED AND DO NOT APPLY SEPARATELY TO EACH INDIVIDUAL INSURED'S COVERAGE. THE AGGREGATE LIMIT IS THE MOST THE COMPANY WILL PAY DURING THE POLICY PERIOD. CLAIMS EXPENSES ARE INCLUDED WITHIN STATED LIMITS OF LIABILITY FOR ALL COVERAGES. THE INSURANCE PLUS RISK PURCHASING GROUP, LLC INSURANCE PROGRAM IS NOT SUBJECT TO AN OVERALL PROGRAM AGGREGATE. EACH MEMBER POLICY ISSUED IN THIS PROGRAM HAS SEPARATE POLICY LIMITS. Premium: $35.00 per Member $18.00 per Student Member (twelve month policy) $10.00 per Student Member (six month policy) The initial fee paid for the program includes the net premium for HWB-PL and CGL coverages, surplus lines taxes, and other benefits provided by Insurance Plus. Forms and Endorsements: HWB-PL CGL This Declarations Page is part of and subject to all terms, conditions and exclusions of the above numbered policy and any endorsements issued by Aspen Specialty Insurance Company to the Named Insured. Issue Date: September 30, 2018 Countersigned By: Authorized Agent Aspen Specialty Insurance Company ASPMT002 DEC 0918 2018 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 2 of 2 ASPEN HEALTH, WELLNESS & BEAUTY PROVIDERS PROFESSIONAL LIABILITY INSURANCE POLICY ASPEN OCCURRENCEFORM This contract of professional liability insurance (this policy) is issued by Aspen Specialty Insurance Company (the Company) to the Named Insured designated on the Declarations Page. In consideration of payment of the policy premium, in reliance upon the representations and warranties in Section VI.K. REPRESENTATIONS/WARRANTIES; SOLE AGREEMENT of this policy, and subject to all terms, conditions, exclusions and the limits of liability applicable to this policy, the Company agrees with the Named Insured as follows: I. COVERAGE AGREEMENTS A. PROFESSIONAL LIABILITY COVERAGE The Company will pay on behalf of any insured under this policy all sums within the applicable limits of liability which such insured shall become legally obligated to pay with respect to a claim for compensatory damages because of injury arising out of professional services rendered during the policy period and within the policy territory by: 1. Any insured. 2. Any other person for whom any insured is legally responsible except as excluded under Section II. EXCLUSIONS. No person for whom any insured is legally responsible shall be covered individually as an insured or have any protection under this policy except as may be provided under Section V.G. "insured" unless added by endorsement. B. DEFENSE AND APPEAL The Company shall have the right and duty to defend any claim or lawsuit brought within the United States of America, its territories and possessions seeking compensatory damages against an insured which are payable under the terms of this policy, even if any of the allegations of such claim or lawsuit are groundless, false or fraudulent. The right and duty to defend includes the right to select defense counsel. The Company is not required to appeal a judgment in any lawsuit, but the right and duty to defend shall include the right of the Company to appeal any judgment when, in the Company's discretion, such appeal is determined to be reasonable and appropriate. No insured shall take any action to force an appeal, to prevent an appeal or to preclude standing to an appeal by the Company. The insured hereby authorizes the Company to pursue any such appeal in the name of such insured. The Company shall not be obligated to defend, appeal or to continue any defense or appeal of any claim or lawsuit after either the "each claim" limit or the "all claims" limit of the Company's liability has been exhausted by payment of one or more judgments, awards, settlements or any combination thereof and/or by deposit of the applicable limit of liability or remainder thereof in a court of competent jurisdiction. If such "each claim" or "all claims" limit of liability has been so exhausted prior to final conclusion of any such claim or lawsuit by settlement, judgment or otherwise, the Company shall have the right to withdraw from further defense or appeal thereof and terminate all expenses related thereto by tendering control of such defense to such insured. C. SETTLEMENT The Company may settle any claim or lawsuit as it deems appropriate. If a claim or lawsuit involves multiple insureds, the Company may apportion settlement as it deems appropriate. II. EXCLUSIONS This policy does not provide coverage for the following liabilities. The Company, however, shall defend allegations of ASPMT002 0916 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 VvV ASPEN excluded liabilities provided the claim is otherwise covered under this policy. A. Liability of an insured based upon, arising out of or in consequence of, in whole or in part, the conduct of any person as proprietor, partner, shareholder, member of a board of directors, superintendent, executive officer, administrator, department chairman, of any business enterprise, whether or not related to client care or treatment, including, but not limited to, any hospital, sanitarium, infirmary, clinic with bed and board facilities, health maintenance organization, managed care organization, nursing home, abortion clinic, blood bank, drug abuse center, surgery center, ambulatory care center, physical therapy center, weight control center or commercial laboratory. B. Liability of an insured based upon, arising out of or inconsequence of, in whole or in part,: 1. Any actual or alleged criminal conduct, conspiracy, criminal or civil fraud, or any sexual conduct, whether or not done in connection with professional services, regardless of whether such conduct is alleged to constitute negligence. 2. Any actual or alleged intentional or malicious injury, or any intentional act reasonably expected to result in injury, or any act or injury while an insured or person for whom an insured is legally responsible is (a) acting under the influence of alcohol or illicit drugs; or (b) impaired as a result of excessive use of therapeutic drugs. 3. Any claims or lawsuits based upon the violation of any state or federal statutory or regulatory law, including antitrust statutes and Consumer Protection or Deceptive Trade Practices Acts. 4. Any punitive or exemplary damages, treble, additional or multiple damages, or any other form of fines or penalties which may be assessed against an insured over and above compensatory damages. 5. Any use, administration or prescription of any drug, biological product, medical device, implant or pharmaceutical, regardless of whether or not such drug, biological product, medical device, implant or pharmaceutical has received final approval by the United States Food and Drug Administration (FDA) for treatment of human. C. Liability of an insured: 1. Based upon, arising out of or in consequence of, in whole or in part, any premises where such insured practices his or her profession; or 2. Covered under a directors and officers, errors and omissions, employers' practices liability, workers' compensation, automobile, fire or general liability insurance policy, or insurable under such a policy. D. Liability of an insured based upon, arising out of or in consequence of, in whole or in part: 1. Any misrepresentation or breach of promise, contract, warranty, implied warranty, or fiduciary duty. 2. Any assumption by an insured under any contract or agreement, including without limitation, any kind of indemnity or hold harmless agreement, unless such insured would have had that liability in the absence of such contract or agreement. 3. The inventing, manufacturing, selling, promoting or distributing of any product or publication by or on behalf of an insured. E. Liability of an insured based upon, arising out of or in consequence of, in whole or in part, professional services: 1. Which occur when any applicable license of the person rendering such professional services has been suspended, revoked or surrendered; or 2. Which constitute a violation of any restriction imposed upon any such license. G. Liability based upon, arising out of or in consequence of, in whole or in part, any coverage provided for a student if the individual was not a student as of the effective date shown on the Certificate of Insurance. ASPMT002 0916 2015 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 VvV ASPEN H. Liability based upon, arising out of or in consequence of, in whole or in part, an insured as a partner, stockholder, associate or other proprietary member, or as an officer, director, representative or agent of any partnership, other group practice, or any other entity other than as defined under the definition of insured. I. Injury based upon, arising out of or in consequence of, in whole or in part, the actual or alleged transmission of a communicable disease. J. Liability of an insured: 1. For any injury or damage which would not have occurred, in whole or part, but for the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants at any time. 2. For any loss, cost or expense based upon, arising out of or in consequence of, in whole or in part, any: a. Request, demand or order that such 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 b. Claim or lawsuit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of pollutants. Pollutants mean any solid, liquid, gaseous, or thermal irritant or contaminant including smoke, vapor, soot, fumes, acid, alkalis, chemicals and waste. Waste includes material to be recycled, reconditioned or reclaimed. K Any claim based upon, arising out of or in consequence of, in whole or in part, any professional services to an animal. However, the Company will pay a maximum of $5,000 as claims expenses and damages on behalf of an insured for an insured incident involving an animal. L. Any claim based upon, arising out of or in consequence of, in whole or in part, any act listed in the subparagraphs below, committed by any insured, even when intertwined with, or inseparable from, an insured incident: 1. psychological care; 2. chiropractic care, including, but not limited to, manipulations or adjustments of the human skeletal structure; 3. medical care; 4. dentistry; 5. pharmacy; 6. podiatry; 7. failure to diagnose or treat any condition, or failure to refer any person to a healthcare provider for professional services; 8. the administering or prescription of any prescribed medicine; 9. acupuncture; 10. professional services using lasers; 11. professional services relating to hair implanting or hair transplanting; 12. body piercing, permanent tattooing, body branding or permanent body art of any nature; 13. cosmetic surgery; or 14. removal or any attempt to remove warts, moles or skin growths. III. SUPPLEMENTARY PAYMENTS The Company will pay, in addition to the applicable limit of liability in any covered claim or lawsuit defended by the Company: A. Costs taxed against an insured in such lawsuit. B. Interest: 1. On that part of the judgment for damages covered under this policy which does not exceed the applicable limit of the Company's liability as stated on the Declarations Page or endorsement; and ASPMT002 0916 2015 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 VvV ASPEN 2. Which accrues after entry of the judgment and before the Company has paid, offered to pay, tendered or deposited in court that part of the judgment for damages covered under this policy which does not exceed the Company's liability. C. Premiums on appeal bonds required in any appeal which the Company determines to take. The Company may pay premiums on bonds to release attachments or supersede judgments. The Company, however, shall have no obligation to apply for, provide the financial security for, or furnish any such bond to supersede judgments or release attachments. Further, where a judgment exceeds an insured's applicable limit of liability or includes non - covered damages, the Company shall pay only the portion of any such premium that would be charged if the judgment were for the covered damages within such limit. D. Reasonable expenses incurred by the insured at the Company's request in assisting the Company in defense of any claim or lawsuit, including upon his or her written request, loss of earnings at an agreed amount of $250 for each day of attendance at trial, but not to exceed $2500 for any one trial. IV. LIMITS OF LIABILITY A. The "each claim" and "all claims" limits of liability stated on the Declarations Page or endorsement is the maximum amount the Company will pay for "each claim" or "all claims" arising under this policy. The limits of liability include all claims expenses. B. The limits of liability shown on the Declarations Page of this policy provide combined limits for this Health, Wellness, and Beauty Providers Professional Liability and the accompanying Commercial General Liability Policy. The limits do not apply separately to each individual insured's coverage. C. The Company's liability under this policy shall not exceed the limits of liability stated on the Declarations Page or endorsement, and such stated limits shall be applied as follows: 1. If a claim is made against two or more insureds arising out of the same insured incident, the insureds will share the "each claim" limit of liability. 2. The "each claim" limit of liability is the maximum liability the Company can owe for a claim covered by this policy as an insured incident. A single "each claim" limit of liability shall be applicable to an insured incident regardless of the number of claims made or lawsuits filed, regardless of the number of policies or policy periods involved with any insured incident, and regardless of the amount of prejudgment interest included in any judgment. A single "each claim" limit of liability shall be applicable to all claims by both the client and by the family members or the heirs or estate of such client, including derivative claims, claims for loss of consortium, claims of beneficiaries under wrongful death and/or survival statutes and claims for mental anguish and related injuries associated with bystander perception or reaction to the injuries sustained by the client. 3. The applicable "all claims" limit of liability is the maximum liability the Company can owe for the aggregate of all insured incidents covered by this policy. 4. Policy limits of liability will not be stacked, added or combined in any manner to increase liability under this policy even though multiple clients, multiple claims or injuries, multiple lawsuits, or multiple policies or policy periods may be involved within an insured incident. D. When an insured incident gives rise to an injury occurring during the policy period of more than one policy, the occurrence shall be deemed to have taken place during the earliest policy and the "each claim" limit of liability for the earliest policy shall be applicable. E. Notwithstanding any other provision of this policy and/or Declarations Page to the contrary, if any endorsement changing the limits of liability is applicable to this policy, the limits of liability stated therein, and no other limits of liability, shall apply to the extent set forth therein. F. If this policy and any other policy providing coverage to the same insured by the Company applies to the same ASPMT002 0916 2015 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 VvV ASPEN claim, the maximum limit of liability under all policies shall not exceed the highest applicable limit of liability under any one policy. AS SET FORTH IN THE DECLARATIONS, THE INSURANCE PLUS RISK PURCHASING GROUP, LLC INSURANCE PROGRAM IS NOT SUBJECT TO AN OVERALL PROGRAM AGGREGATE. EACH MEMBER POLICY ISSUED IN THIS PROGRAM HAS SEPARATE POLICY LIMITS. V. DEFINITIONS As used in this policy and whether in singular, plural or possessive form: A. "claim" or "claims" means (a) the receipt by an insured of a summons or citation in a lawsuit, (b) the receipt by an insured of a written notice of claim sent pursuant to applicable law or (c) the receipt by an insured of a written demand from a client or representative of such client, provided the lawsuit, notice of claim or written demand from a client seeks compensatory damages because of injury resulting from an insured incident. A claim directed to any insured under this policy does not constitute a claim against any other individual or entity even if the other individual or entity is insured by the Company or any of its subsidiaries under the same or different policies. A request for records or copies thereof is not a claim. B. "claims expenses" means all costs and expenses incurred in connection with the investigation, adjustment and defense of any claim, including attorney fees, court costs, expert witness fees, court reporter fees, alternative dispute resolution fees, post judgment interest, and such other costs and expenses as the Company determines to be reasonably related to the defense of a claim. C. "client" means an individual who has received care or professional services from an insured. D. "damages" means all compensatory damages, including prejudgment interest, which are payable because of injury to which this policy applies. E. "endorsement" means any endorsement that applies to this policy during all or part of the applicable policy period. F. "injury" means, as applicable, bodily injury, sickness, disease, or death. G. "insured' means an individual, or an entity shown in the Schedule of Insureds, or added by applicable endorsement. When an insured is an individual and the sole proprietary member of a professional association or professional limited liability company, then the association or company shall be included within the coverage afforded an insured as though such association or company were one and the same as an insured; however, only one "each claim" limit of liability and one "all claims" limit of liability shall be applicable to cover both the individual insured and the association or company, and there shall not be two policy limits or separate policy limits for the individual insured and the association or company. H. "insured incident" means any and all injuries and compensatory damages arising out of- 1. The same, connected or related client services rendered by an insured or by anyone for whom such insured is legally responsible except as excluded under Section II. EXCLUSIONS; 2. In the event some part of such services is rendered prior to the policy period; the liability under this policy shall be limited to the damages and injuries caused solely by the services rendered during the policy period, and shall not exceed the applicable "each claim" limit of liability provided by this policy. I. "Named Insured' means the individual or entity so designated on the Declarations Page. J. "policy period' means: 1. for the Named Insured the policy period shown on the Declarations Page or endorsement; or 2. for an individual insured, the period of time listed on the insured's Certificate of Insurance, with an inception ASPMT002 0916 2015 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 VvV ASPEN date within the Named Insured's policy period. K. "policy territory" means the United States of America, its territories and possessions. L. "professional services" means those services provided within the scope of the insured's certification and licensure as a massage therapist, yoga instructor, yoga fit instructor, certified yoga therapist, pilates instructor, cosmetologist, dance and movement therapist, esthetician, reflexologist, reiki practitioner, or nail technician. M. "proprietary member" means an owner, shareholder, or partner of an insured entity. N. "same, connected or related client services" means all professional services rendered to a client for the same, connected, or related conditions (including all complications arising therefrom), although the professional services may be rendered over an extended period of time and may include multiple services. O. "student" means an individual enrolled and in actual attendance at a school intended to prepare that individual to obtain a license or certification as a massage therapist, yoga instructor, yoga fit instructor, pilates instructor, cosmetologist, dance and movement therapist, esthetician, reflexologist, reiki practitioner, or nail technician. P. "this policy" means this contract of professional liability insurance together with the Declarations Page and endorsements. VI. ADDITIONAL TERMS AND CONDITIONS A. NONASSESSABLE This policy is not assessable. B. NONASSIGNABLE The insured's interest under this policy is not assignable. If an insured shall die or be adjudged incompetent, this insurance shall thereupon terminate automatically as to such insured, but shall cover the legal representative of such insured's estate as an insured with respect to a claim previously reported to the Company and covered by this policy. C. PREMIUM All premiums for this policy shall be computed in accordance with the Company's rules, rating plans, premiums and minimum premiums applicable to the insurance afforded at the inception of this policy. Upon written request by the Company at any time, an insured shall furnish such information as may be reasonably necessary for premium computation or appropriate correction thereof. D. INSUREDS DUTIES UPON THE RECEIPT OF A LAWSUIT, NOTICE OF CLAIM, OR WRITTEN DEMAND FROM A CLIENT 1. Upon the receipt by an insured of a written demand from a client or representative of such client seeking compensatory damages because of injury arising out of an insured incident, written notice shall be given by or for such insured to the Company's Claim Department immediately: Aspen Specialty Insurance Management Co. 590 Madison Avenue, 7t' Floor New York, NY 10022 Attention: Professional Liability Claims Department E-mail: professionalliabilityclaims@aspen-insurance.com (877) 245-3510 Such notice shall contain particulars sufficient to identify the event and each insured involved and also reasonably obtainable information with respect to the time, place and circumstances thereof, and the name and address of each person injured and of available witnesses. ASPMT002 0916 2015 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 VvV ASPEN 2. If a lawsuit is served upon or is received by an insured or by anyone on such insured's behalf, such insured shall: (1) immediately notify the Company's Claim Department by telephone of the service or receipt of such lawsuit papers; and (2) within ten (10) days of such service or receipt deliver all such lawsuit papers (petition, complaint, summons, citation, expert report, discovery, notice or other legal process) to the Company's Claim Department and obtain a delivery receipt from the Company. "Delivery" of lawsuit papers means sending by certified mail with return receipt requested, personal delivery, messenger or electronic transmission. Proof of delivery of the lawsuit papers, however, may only be established by obtaining a written receipt of such delivery from the Company. If a written notice of claim sent pursuant to applicable law is received by an insured, as distinguished from service of lawsuit papers, such insured shall immediately notify the Company's Claim Department by telephone and deliver to the Company's Claim Department every such communication or notice of claim, pursuant to the delivery requirements stated above. 3. All insureds covered under this policy shall cooperate with the Company and assigned defense counsel including providing all necessary information requested regarding the investigation and defense of any claim and in the conduct of lawsuits, appeals and other proceedings and in enforcing any right of contribution or indemnity against any person or organization who may be liable. Insureds or proprietary members of an insured entity shall attend trials and, if requested, shall attend hearings and assist in securing and giving evidence and obtaining the attendance of witnesses. With respect to the insurance afforded under this policy, no insured shall voluntarily make payment, assume any obligation or incur any expense except at an insured's own cost. 4. The failure of any insured covered under this policy to comply with any applicable provision of this policy shall eliminate any coverage including the duty to defend or indemnify such insured under this policy. For example, a default judgment resulting from the failure to notify the Company of a claim or lawsuit or from the failure to give either telephone notice or to deliver lawsuit papers to the Company's Claim Department, eliminates any coverage under this policy. E. OTHER INSURANCE Except as provided by Section IV.E. LIMITS OF LIABILITY of this policy and to the extent that any claim against an insured is covered by any other policy of insurance, this insurance will be secondary to and in excess of any other insurance covering such insured or any other indemnity protection afforded such insured. F. SUBROGATION In the event of any payment under this policy, the Company shall be subrogated to all rights of recovery with respect thereto of an insured against any person, insurer or organization of any kind, and such insured shall execute and deliver instruments and papers and do whatever else is necessary or appropriate to secure such rights. No insured shall do anything after loss to prejudice any such right. G. ACTION AGAINST THE COMPANY 1. No action by any insured shall lie against the Company unless, as a condition precedent thereto, there shall have been full compliance with all the terms of this policy, nor until the amount of such insured's obligation to pay shall have been finally determined by a judgment that has become final in the trial court and final after all appeals. No right or cause of action by any insured against the Company shall be assigned to a client or judgment creditor, or to anyone else, without the prior written consent of the Company. 2. Subject to the terms, conditions, and exclusions of this policy and the applicable limit of liability afforded hereunder, the Company shall pay on behalf of any insured any judgment covered by this policy that has become final in the trial court and final regarding all appeals, but the client or judgment creditor shall have no direct right of action or recovery against the Company regarding such judgment. No person or organization or legal representative thereof shall have any right under this policy to join the Company as a party to any action against any insured to determine such insured's liability, nor shall the Company be impleaded by any insured or such ASPMT002 0916 - 2015 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 VvV ASPEN insured's assignee or legal representative. H. CHANGES The terms of this policy shall not be waived or changed except by endorsement issued to form a part of this policy. Notice to or knowledge possessed by any employee, agent or representative of the Company is ineffective to change or modify any part of this policy or in any manner preclude the Company from asserting any of its rights hereunder. I. CANCELLATION 1. This policy may be cancelled by either the Named Insured or the Company. The Named Insured may cancel this policy at any time. To do so, the Named Insured must: (a) return this policy to the Company or any of the Company's authorized representatives; or (b) provide written notice to the Company stating when cancellation is to be effective. The Company must receive written notice or return of this policy before the cancellation date. Such cancellation shall be effective 12:01 a.m. on the date specified. If the Named Insured cancels this policy, earned premium shall be computed in accordance with standard short rate tables and procedures. 2. The Company may cancel coverage under this policy by giving written notice to the Named Insured of at least ninety (90) days. If the Company cancels this policy, earned premium shall be computed pro rata. 3. Coverage under this policy cannot be cancelled by an individual insured. Unless cancelled by the Named Insured or the Company, all premium is fully earned when payment is made. 4. The Company will mail or deliver notice to the Named Insured at the last mailing address known to the Company. If notice is mailed, proof of mailing is sufficient proof of notice. Notice of cancellation will state the effective date of, and reason for, cancellation. This policy will end at 12:01 a.m. on that date. J. NONRENEWAL OF THIS POLICY 1. If the Company elects not to renew this policy or coverage for any insured under this policy, the Company will mail or deliver notice to the Named Insured at the last mailing address known to the Company. If notice is mailed, proof of mailing is sufficient proof of notice. 2. Such notice will be mailed or delivered at least ninety (90) days before the end of the policy period stated in this policy. K. REPRESENTATIONS/WARRANTIES; SOLE AGREEMENT By acceptance of this policy, the Named Insured and any individual insured agrees, represents, and warrants under this policy: 1. That all statements and answers on the Declarations Page of this policy, all information contained in applications or renewal applications, and all statements made to the Company, its agents or representatives, whether oral or in writing, in order to secure insurance from the Company are both representations and warranties of such insured, 2. That any false or incorrect statements or answers, omissions, material misrepresentations or concealment of information therein will be presumed to have been intended to deceive the Company and will constitute a breach of warranty causing insurance under this policy to be void or voidable, as applicable, at the discretion of the Company. 3. That this policy is issued in reliance upon the truth of such representations and warranties; and 4. That this policy, together with the Declarations Page and all endorsements, embody all agreements existing between such insured and the Company or any of its agents or representatives relating to insurance under this policy. ASPMT002 0916 2015 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 VvV ASPEN IN WITNESS WHEREOF, the Company has caused this policy to be signed by its President and Secretary as of the revision date of this policy, but it shall not be valid and binding on the Company unless countersigned on the Declarations Page of this policy by an authorized representative of the Company. ATTEST: Kerian Bunch, Secretary David Cohen, President ASPMT002 0916 2015 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 ASPEN POLICY ENDORSEMENT Nuclear Energy Liability Exclusion Broad Form Applicable to All Coverages In consideration of the premium charged for all policies to which this endorsement applies, it is hereby understood and agreed, subject to all terms, conditions and exclusions of such policies: 1. This endorsement applies to and forms a part of all policies and endorsements issued by the Company to an insured at any time, including the policy to which this endorsement is attached and any applicable endorsement (all referred to in this endorsement as this policy). 2. This policy does not apply: a. Under any liability coverage, to any injury, bodily injury, personal injury or property damage; (1) With respect to which an insured under this policy is also an insured under a nuclear energy liability policy issued by the 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 limits of liability; or, (2) Based upon, arising out of or in consequence of, in whole or in part, the hazardous properties of nuclear material and with respect to which: (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) 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. b. Under any supplementary payments provision relating to first aid, to expenses incurred with respect to bodily injury based upon, arising out of or in consequence of, in whole or in part, the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. c. Under any liability coverage, to bodily injury or property damage based upon, arising out of or in consequence of, in whole or in part, the hazardous properties of nuclear material, if, (1) The nuclear material: (a) is at any nuclear facility owned by, or operated by or on behalf of an insured, or (b) has been discharged or dispersed therefrom; (2) 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 (3) The bodily injury or property damage based upon, arising out of or in consequence of, in whole or in part, the furnishing by the 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 possessions or Canada, this exclusion applies only to property damage to such nuclear facility and any property thereat. 3. As used in this endorsement: a. "hazardous properties" include radioactive, toxic or explosive properties. b. "nuclear facility" means: (1) Any nuclear reactor; (2) Any equipment or device designed or used for: (a) separating the isotopes of uranium or plutonium; (b) processing or utilizing spent fuel; or (c) handling, processing or packaging waste; ASPMT002 0916 2015 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 VvV ASPEN (3) 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; or, (4) 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. c. "nuclear material' means source material, special nuclear material or by-product material. d. "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. e. "property damage" includes all forms of radioactive contamination of property. f. "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. g. "spent fuel' means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor. h. "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. ASPMT002 0916 2015 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 Aspen Specialty Insurance Company t\, ASPEN COMMERCIAL GENERAL LIABILITY POLICY OCCURRENCE 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 an individual or entity listed on the Schedule of Insureds or added by endorsement. The words "we", "us" and "our" and "company" refer to Aspen Specialty Insurance Company. SECTION I — COVERAGES COVERAGE A: BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Coverage Agreements a. We will pay those sums that the insured becomes 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 insurance does not apply. We may, at our discretion, 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 II — Limits of Liability; and (2) Our right and duty to defend ends when we have used up the applicable limit of liability in the payment of judgments or settlements under Coverages A or B. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to bodily injury and property damage only if: (1) The bodily injury or property damage is caused by an occurrence that takes place in the policy territory; (2) The bodily injury or property damage occurs during the policy period; and (3) Prior to the policy period, no insured or no insured's employee, knew that the bodily injury or property damage had occurred, in whole or in part. If such an insured or insured's employee knew, prior to the policy period, that the bodily injury or property damage occurred, then any continuation, 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 the policy period, known to have occurred by any insured or any insureds employee including any continuation, change or resumption of that bodily injury or property damage after 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 or any insured's employee: (1) Reports all, or any part, of the bodily injury or property damage to us or any other insurer; (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 occurred or has begun to occur. e. Damages because of bodily injury include damages claimed by any person or organization 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 contract 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 ASPMT003 0916 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 (2) Assumed in a contract or agreement that is an insured contract, provided the bodily injury or property damage occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an insured contract, reasonable attorney fees and necessary litigation 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 expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. 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 under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic 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 unemployment 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 insureds 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 damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an insured contract. f. Pollution (1) Bodily injury or property damage arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release 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 equipment that is used to heat water for 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 policy as an additional insured with respect 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 insured, other than that additional insured; 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 for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed 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 indirectly on any insureds behalf are performing operations if the pollutants are brought on or ASPMT003 0916 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) Bodily injury or property damage arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical 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 release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants 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 performed 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 connection with operations being performed by you or on your behalf by a contractor 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 indirectly on any insureds behalf are performing 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 effects of, pollutants. (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, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, pollutants; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying 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 governmental authority. g. Aircraft, Auto Or Watercraft Bodily injury or property damage arising out of the ownership, maintenance, use or entrustment to others of any aircraft, auto or watercraft 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, employment, 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 entrustment to others of any aircraft, auto or watercraft 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 contract for the ownership, maintenance or use of aircraft or watercraft; or (5) Bodily injury or property damage arising out o£ (a) The operation of machinery or equipment 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 law or other motor vehicle insurance law in the state where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f. (2) or L (3) of the definition of mobile equipment. ASPMT003 0916 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 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 government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property Property damage to: (1) Property the insured owns, rents or occupies, including any costs or expenses incurred by the insured, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises the insured sells, gives away or abandons, if the property damage arises out of any part of those premises; (3) Property loaned to the insured-, (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which the insured or any contractors or subcontractors, working directly or indirectly on behalf of the insured, are performing operations, if the property damage arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed 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 contents of such premises, rented to an insured. A separate limit of liability applies to Damage To Premises Rented To an Insured and Damage to an Insured's Business or Personal Property as described in Section II— Limits Of Liability, Provided that this exclusion j. shall apply to: (i) Any occurrence resulting in an injury which took place after the insured ceases to be a lessee in such premises. All injuries arising out of the same or related acts, errors or omissions, or the continuous or repeated exposure to substantially the same harmful conditions, will be considered one injury; or (ii) Any of the following operations performed by or on behalf of the lessors of such premises leased to the insured. (a) new construction; (b) demolition; or (c) structural alterations. Paragraph (2) of this exclusion does not apply if the premises are your work and were never occupied, rented or held for rental by the insured. 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. 1. 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 subcontractor. ASPMT003 0916 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 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 dangerous condition in your product or your work; or (2) A delay or failure by you or anyone acting on your behalf to perform 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 accidental physical injury to your product or your work after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, 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 advertising 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 directly 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, transmitting, communicating or distribution of material or information. r. Intentional or Unauthorized Conduct Liability of an insured arising out of: (1) Any criminal conduct, conspiracy, criminal or civil fraud, or any sexual conduct, whether or not done in connection with professional services, regardless of whether such conduct is alleged to constitute negligence. (2) Any intentional or malicious injury, or any intentional act reasonably expected to result in injury, or any act or injury while an insured or person for whom an insured is legally responsible is (a) acting under the influence of alcohol or illicit drugs; or (b) impaired as a result of excessive use of therapeutic drugs. (3) Any claims or suits based upon the violation of any state or federal statutory or regulatory law, including antitrust statutes and Consumer Protection or Deceptive Trade Practices Acts. (4) Any punitive or exemplary damages, treble, additional or multiple damages, or any other form of fines or penalties which may be assessed against an insured over and above compensatory damages. (5) Any use, administration or prescription of any drug, biological product, medical device, implant or pharmaceutical which has not received final approval by the United States Food and Drug Administration (FDA) for treatment of human beings unless used in an FDA approved study; or which such insured is not licensed to use, administer or prescribe. s. Covered by Other Coverages Any loss, cost or expense covered under a directors and officers, errors and omissions, employers' practices liability, workers' compensation, automobile, or fire insurance policy, or insurable under such a policy. ASPMT003 0916 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 t. Insured vs. Insured Any claim that is initiated, alleged or caused to be brought by and any insured under this policy against any other insured covered by this policy. u. Employees Any claim arising from, or in connection with, the acts or omissions of an insured's employee. v. Products Arising out of the inventing, manufacturing, selling, promoting or distributing of any product or publication by or on behalf of an insured. w. Business Organization Liability of an insured as a partner, stockholder, associate or other proprietary member, or as an officer, director, representative or agent of any partnership or other business organization, other than as defined under the definition of insured. x. Professional Services Bodily injury or property damage arising out of the rendering of or failure to render professional services, or that is covered under the professional liability sections of this policy. y. Cyber and Privacy Insurance Any claim or occurrence arising from, or in connection with, any claims expenses or damages covered under any cyber or privacy insurance coverage, including but not limited to, any coverage for network security and privacy, regulatory fines and penalties, patient notification and credit monitoring, or data recovery cost. Exclusions c. through n. do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section II — Limits Of Liability. COVERAGE B: PERSONAL AND ADVERTISING INJURY LIABILITY 1. Coverage Agreements a. We will pay those sums that the insured becomes 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 personal and advertising injury to which this insurance does. not apply. We may, at our discretion, 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 II — Limits Of Liability; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to personal and advertising injury caused by an offense arising out of your business but only if the offense was committed in the policy 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 knowledge that the act would violate the rights of another and would inflict personal and advertising injury. b. Material Published With Knowledge Of Falsity Personal and advertising injury arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge 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. ASPMT003 0916 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 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 liability 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 contract 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 performance 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 advertisement. i. Infringement Of Copyright, Patent, Trademark Or Trade Secret Personal and advertising injury arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your advertisement. However, this exclusion does not apply to infringement, in your advertisement, of copyright, 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 websites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 13. a., b. and c. of personal and advertising injury under the Definitions Section. 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 advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards Personal and advertising injury arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. 1. 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 mislead another's potential customers. m. Pollution Personal and advertising injury arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape 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 governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, 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; ASPMT003 0916 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Professional Services Personal and advertising injury arising out of the rendering of or failiure to render professional services, or that is covered under the professional liability sections of this policy. q. Cyber and Privacy Insurance Any claim or occurrence arising from, or in connection with, any claims expenses or damages covered under any cyber or privacy insurance coverage, including but not limited to, any coverage for network security and privacy, regulatory fines and penalties, patient notification and credit monitoring, or data recovery cost. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B We will pay, with respect to any claim we investigate 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 for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or suit, including actual loss of earnings up to $250 a day because of time off 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. SECTION II — LIMITS OF LIABILITY 1. The Limits of Liability shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or suits brought; or c. Persons or organizations making claims or bringing suits. 2. 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 operations hazard. 3. The Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all personal and advertising injury sustained by any one person or organization. 4. Each occurrence limit is the most we will pay for the sum of damages under Coverage A because of all bodily injury and property damage arising out of any one occurrence. 5. The Damage To Premises Rented To An Insured 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. 6. The Damage to an Insured's Business or Personal Property Aggregate is the most we will pay under Coverage A for damages because of property damage to business or personal property resulting from fire, lightning, windstorm, cyclone, tornado, explosion, overturn of vehicle, smoke resulting from an occurrence, or theft of the insured's business or personal property by force. AS SET FORTH IN THE DECLARATIONS, THE INSURANCE PLUS RISK PURCHASING GROUP, LLC INSURANCE PROGRAM IS NOT SUBJECT TO AN OVERALL PROGRAM AGGREGATE. EACH MEMBER POLICY ISSUED IN THIS PROGRAM HAS SEPARATE POLICY LIMITS. SECTION III — ADDITIONAL TERMS AND CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insureds estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit ASPMT003 0916 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 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 possible, 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 (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 notice of the claim or suit as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or suit; (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 enforcement 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 insureds own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Legal Action Against Us No 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 for 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 on 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 applicable limit of liability. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured -for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. b. Excess Insurance (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 occupied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for property damage to premises rented to you or temporarily occupied by you with permission of the owner; or (iv) If the loss arises out of the maintenance or use of aircraft, autos or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability. (b) Any other primary insurance available to you covering liability for damages arising 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 to defend the insured against that suit. If no other insurer defends, we will undertake to do so, but we will be entitled to the insureds rights against all those other insurers. ASPMT003 0916 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 (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 insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Liability 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 contributes equal amounts until it has paid its applicable limit of liability 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 limit of insurance to the total applicable limits of liability of all insurers. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations 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 Liability, and any rights or duties specifically assigned in this Coverage Part to the Named Insured, this insurance 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 insured 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. Terms Conform to Statute or Regulation If any term of this policy or any duty arising therefrom would cause the Company to violate any federal, state or local law or regulation, the policy is amended to bring the Company into compliance with such statute or regulation. 10. Modification Except as provided herein, this policy may not be modified except by written endorsement attached to and made a part of this policy by the Company. The Company's decision not to insist on the Insured's compliance with any provision of this policy shall not operate to waive, modify, or void the provision. 11. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the Named Insured shown in the Declarations written notice of the nonrenewal not less than ninety (90) days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION IV — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services 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 websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: ASPMT003 0916 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory 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 equipment. 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. 4. "Claim" means a written demand for money or services, including a suit, directed against an insured seeking compensation for civil damages, arising out of an occurrence. 5. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 6. "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, deficient, 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 repair, replacement, adjustment or removal of your product or your work or your fulfilling the terms of the contract or agreement. 7. "Insured' means an individual or an entity shown in the Schedule of Insureds or added by applicable endorsement. When an insured is an individual and the sole proprietary member of a professional association or professional limited liability company, then the association or company shall be included within the coverage afforded an insured as though such association or company were one and the same as an insured; however, only one "each claim" limit of liability and one "all claims" limit of liability shall be applicable to cover both the individual insured and the association or company, and there shall not be two policy limits or separate policy limits for the individual insured and the association or company. 8. "Insured's business or personal property" means equipment owned by the insured and used in the course of providing professional services, which is not also the insured's product. 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization 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; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations 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 indemnification 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 damage to a third person or organization. Tort liability 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 construction 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 prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or ASPMT003 0916 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insureds rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. 10. "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; b. While it is in or on an aircraft, watercraft or auto; or c. While it is being moved from an aircraft, watercraft or auto to the place where it is finally delivered; 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 attached to the aircraft, watercraft or auto. 11. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery 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, maintained primarily to provide mobility to permanently 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 permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; L 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 following types of permanently attached equipment 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 cleaning, 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 vehicle 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 autos. 12. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 13. "Personal and advertising injury" means injury, including consequential bodily injury, arising out of one or more of the following offenses: 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 occupies, 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 organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; ASPMT003 0916 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 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. 14. "Policy period" means: 1. for the Named Insured the policy period shown on the Declarations Page or endorsement; or 2. for an individual insured, the period of time listed on the insured's Certificate of Insurance, with an inception date within the Named Insured's policy period. 15. "Policy territory" means: a. The United States of America, including its territories and possessions; 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 damage 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 similar electronic means of communication provided the insureds responsibility to pay damages is determined in a suit on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. 16. "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. 17. "Products -completed operations hazard': a. Includes all bodily injury and property damage 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 possession; or (2) Work that has not yet been completed or abandoned. However, your work will be deemed completed at the earliest of the following 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 contract 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 equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy schedule, states that products -completed operations are subject to the General Aggregate Limit. 18. "Professional services" means those services provided within the scope of the insured's certification and licensure as a massage therapist, yoga instructor, yoga fit instructor, certified yoga therapist, pilates instructor, cosmetologist, dance and movement therapist, esthetician, reflexologist, reiki practitioner, or nail technician. 19. "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 occurrence 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 computer ASPMT003 0916 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 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. 20. "Suit" means a civil proceeding in which damages because of bodily injury, property damage or personal and advertising injury to which this insurance applies are alleged. suit includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 21."Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business 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, durability, performance or use of your product, and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others 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, durability, performance or use of your work, and (2) The providing of or failure to provide warnings or instructions. IN WITNESS WHEREOF, the Company has caused this policy to be signed by its President and Secretary as of the revision date of this policy, but it shall not be valid and binding on the Company unless countersigned on the Declarations Page of this policy by an authorized representative of the Company. ATTEST: Kerian Bunch, Secretary David Cohen, President ASPMT003 0916 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 GENERAL SERVICE OF SUIT NOTICE In the event of failure of the Company to pay any amount claimed to be due under the terms of this policy, the Company, at the request of the Insured, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this condition constitutes or should be understood to constitute a waiver of the Company's rights to commence an action in any court of competent jurisdiction in the United States to remove an action to a United States District Court or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. In any suit instituted against the Company upon this policy, the Company will abide by the final decision of such court or of any appellate court in the event of appeal. It is further agreed that service of process in such suit may be made upon: Aspen Specialty Insurance Management, Inc., c/o General Counsel, 175 Capital Blvd., Rocky Hill, CT 06067; (877) 245-3510; Questions can be directed to: Compliance. us(cbaspenspecialty. co m Further, pursuant to any statute of any state, territory, or district of the United States which makes provision therefore, the Company hereby designates the Superintendent, Commissioner or Director of Insurance, Secretary of State, or other officer specified for that purpose in the statute, as its true and lawful attorney upon whom service may be made of any lawful process in any action, suit, or proceeding instituted by or on behalf of the Insured or any beneficiary hereunder arising out of this policy of insurance and hereby designates the above named General Counsel as the person to whom the said officer is authorized to mail such process or a true copy thereof. This notice does not change any other provision of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") EXCLUSION This endorsement modifies insurance provided under the following: HEALTH, WELLNESS & BEAUTY PROVIDERS PROFESSIONAL LIABILITY INSURANCE POLICY COMMERCIAL GENERAL LIABILITY POLICY In consideration of the premium charged, it is agreed that the following Exclusion shall be added: 1. Economic and Trade Sanctions This insurance shall not cover any loss, cost or expense in connection with any claim or suit in the event that such coverage violates any laws or regulations of the United States concerning economic and trade sanctions including, but not limited to the following: a. Any insured, or any person or entity claiming benefits of an insured, who is or becomes a "Specially Designated National" or "Blocked Person" or who is otherwise subject to U.S. economic or trade sanctions; b. Any claim or suit that is brought in a "Sanctioned Country" or by a Sanctioned Country Government, where any action in connection with such "suit" is prohibited by U.S. economic or trade sanctions; c. 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 U.S. economic or trade sanctions; d. 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 U.S. economic or trade sanctions; or e. 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 U.S. economic or trade sanctions. 2. For the purposes of this Endorsement: "Specially Designated National" or "Blocked Person" means any person or entity that is on the list of "Specially Designated Nationals" and "Blocked Persons" issued by the U.S. Treasury Department's Office of Foreign Asset Control ("OFAC"). The list of "Specially Designated Nationals" and "Blocked Persons" can be located on the United States Treasury's web site at: http/www.treas.gov/ofac. "Sanctioned Country" means any country that is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. Aspen Specialty Insurance Company Page 1 of 1 ASPMT004 1114 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CERTIFIED ACTS OF TERRORISM AND OTHER ACTS OF TERRORISM EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY POLICY In consideration of the premium charged, it is agreed that the following Exclusion is added: 1. This insurance does not apply to any injury or damage arising, directly or indirectly, out of any certified act of terrorism or out of any other act of terrorism that is committed outside of the United States (including its territories and possessions). However, with respect to an other act of terrorism, this Exclusion only applies when one or more of the following are attributed to such act: a. The total of insured damage exceeds $25,000,000 (valued in U.S. Dollars). In determining whether this threshold is exceeded, we will include all insured damage sustained by property of all persons and entities affected and business interruption losses sustained by owners or occupants of the damaged property. For the purposes of this provision, insured damages means damage that is covered by any insurance, but for the application of any terrorism exclusions; or b. Fifty or more persons sustained death or serious physical injury; or c. Involves the use, release or escape of nuclear materials, or directly or indirectly results in nuclear reaction or radiation or radioactive contamination; or d. Is carried out by means of the dispersal or application of pathogenic or poisonous biological or chemical materials; or e. Resulted in the release of pathogenic or poisonous biological or chemical materials and it appears that one purpose of the terrorism was to release such materials. With respect to this exclusion, Paragraphs a. and b. describe the thresholds used to measure the magnitude of an incident of a other act of terrorism and the circumstances in which the threshold will apply for the purpose of determining whether this Exclusion will apply to that incident. 2. For the purposes of this Exclusion, the following definitions are added: a. Any injury or damage means any injury or damage covered under this Policy, and includes but is not limited to "bodily injury", "property damage", "personal and advertising injury", "injury" or "environmental damage" as may be defined by the Policy. b. Certified act of terrorism means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the 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 includes the following: (1) The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; (2) The act resulted in damage: (a) Within the United States (including its territories and possessions); or (b) Outside the United States in the case of: Aspen Specialty Insurance Company Page 1 of 2 ASPMT005 0715 (i) An air carrier (as defined in Section 40102 of title 49, United States Code) or United States flag vessel (or a vessel based principally within the United States, on which United States income tax is paid and whose insurance coverage is subject to regulation in the United States), regardless of where the loss occurs; or (ii) The premises of any United States mission; and (3) The act is a violent act or an act that is dangerous to human life, property or infrastructure 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 conduct of the United States Government by coercion. c. Other act of terrorism means activities against persons, organizations or property of any nature: (1) That involve the following or preparation for the following: (a) Use or threat of force or violence; or (b) Commission or threat of a dangerous act; or (c) Commission or threat of an act that interferes with or disrupts an electronic, communication, information, or mechanical system; and (2) When one or both of the following applies: (a) The effect is to intimidate or coerce a government, de jure or de facto of any nation or any political division thereof, or the civilian population or any segment thereof, or to disrupt any segment of the economy; or (b) It appears that the intent is to intimidate or coerce a government, de jure or de facto of any nation or any political division thereof, or to further political, ideological, religious, social, economic or similar objectives or to express (or express opposition to) a philosophy or ideology, regardless of the amount of damages or losses. d. Serious physical injury means: (1) Physical injury that involves a substantial risk of death; or (2) Protracted and obvious physical disfigurement; or (3) Protracted loss of or impairment of the function of a bodily member or organ. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. Aspen Specialty Insurance Company Page 2 of 2 ASPMT005 0715 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FLORIDA AMENDATORY ENDORSEMENT This endorsement modifies insurance provided under the following: HEALTH, WELLNESS & BEAUTY PROVIDERS PROFESSIONAL LIABILITY INSURANCE POLICY In consideration of the premium charged, it is agreed that: 1. Section VI. ADDITIONAL TERMS AND CONDITIONS, subsection I. CANCELLATION and subsection J. NONRENEWAL OF THIS POLICY are deleted in its entirety and replaced by the following: CANCELLATION & NONRENEWAL OF THIS POLICY 1. This policy may be cancelled by the first Named Insured. The first Named Insured shall mail written notice to the Company requesting cancellation. The cancellation shall be effective on the date requested by the first Named Insured or the date the notice is received by the Company, whichever is later, however, the Insured's insurance coverage shall remain in effect until the end of the policy period shown on the Insured's Certificate of Insurance. 2. An Insured on the Schedule of Insureds may be cancelled by the first Named Insured. The first Named Insured shall mail written notice to the Company requesting cancellation. The cancellation shall be effective on the date requested by the first Named Insured or the date the notice is received by the Company, whichever is later. 3. Any coverage contained within this Policy may be terminated by the first Named Insured. The first Named Insured shall mail written notice to the Company requesting the coverage termination. The termination shall be effective on the date requested by the first Named Insured or the date the notice is received by the Company, whichever is later. 4. This Policy, or any coverage contained therein, may also be cancelled or terminated by the Company. If the Company cancels an Insured's insurance coverage for any reason other than nonpayment of premium, the Company shall provide written notice to the first Named Insured not less than ten (10 days prior to the effective date of such cancellation or nonrenewal. The mailing of such written notice shall be sufficient notice and the effective date of cancellation stated in the notice shall become the Policy expiration date. The notice will also contain the specific reason for the cancellation. 5. If the first Named Insured cancels this Policy, or terminates any coverage contained therein, earned premium shall be subject to a minimum earned premium of one hundred percent (100%) of the total premium. If the Company cancels this Policy, or terminates any coverage therein, earned premium shall be one hundred percent (100%) of the total premium. 6. This Policy may be nonrenewed by the Company by mailing or delivering written notice of nonrenewal to the first Named Insured at its last known address at least ninety (90) days prior to the end of the policy period. The notice will also contain the specific reason for the nonrenewal. 7. If the Company cancels or nonrenews an Insured's Policy,•the Insured's coverage under that Policy shall terminate on the earlier of: a. The date stated on the cancellation or nonrenewal notice; or b. The date the Insured procures replacement coverage. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. Aspen Specialty Insurance Company Page 1 of 1 ASPMT006 1114 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FITNESS INSTRUCTOR ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY POLICY OCCURRENCE In consideration of the premium charged, it is agreed that: 1. SECTION IV. DEFINITIONS, subsection 18. is deleted in its entirety and replaced with the following: 18. "Professional services" means those services provided within the scope of the insured's certification and licensure as a massage therapist, yoga instructor, yoga fit instructor, certified yoga therapist, pilates instructor, fitness instructor, cosmetologist, dance and movement therapist, esthetician, reflexologist, reiki practitioner, or nail technician. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. THIS ENDORSEMENT FORMS A PART OF POLICY NUMBER: LRAFVTX16AOM Issued by: Aspen Specialty Insurance Company Issued to: Insurance Plus Risk Purchasing Group, LLC Effective date: September 30, 2016 ASPMT007 1116 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FITNESS INSTRUCTOR ENDORSEMENT This endorsement modifies insurance provided under the following: HEALTH, WELLNESS & BEAUTY PROVIDERS PROFESSIONAL LIABILITY INSURANCE POLICY In consideration of the premium charged, it is agreed that: 1. Section V. DEFINITIONS, subsection L. is deleted in its entirety and replaced with the following: L. "professional services" means those services provided within the scope of the insured's certification and licensure as a massage therapist, yoga instructor, yoga fit instructor, certified yoga therapist, pilates instructor, fitness instructor, cosmetologist, dance and movement therapist, esthetician, reflexologist, reiki practitioner, or nail technician. 2. Section V. DEFINITIONS, subsection O. is deleted in its entirety and replaced with the following: O. "student" means an individual enrolled and in actual attendance at a school intended to prepare that individual to obtain a license or certification as a massage therapist, yoga instructor, yoga fit instructor, pilates instructor, fitness instructor, cosmetologist, dance and movement therapist, esthetician, reflexologist, reiki practitioner, or nail technician. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. THIS ENDORSEMENT FORMS A PART OF POLICY NUMBER: LRAFVTX16AOM Issued by: Aspen Specialty Insurance Company Issued to: Insurance Plus Risk Purchasing Group, LLC Effective date: September 30, 2016 ASPMT008 1116 2016 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MULTI -YEAR PREMIUM ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY POLICY OCCURRENCE HEALTH, WELLNESS & BEAUTY PROVIDERS PROFESSIONAL LIABILITY INSURANCE POLICY In consideration of the premium charged, it is agreed that the following conditions are added: 1. Prepayment of Premium Should an insured prepay premium in the amount of $70.00, all coverages under this Policy shall be provided for a period of twenty-four months from the inception date listed on the insured's Certificate of Insurance (such period beginning and ending at 12:01 am (local time) at the address set forth on the insured's Certificate of Insurance). In exchange of the premium paid, the Company agrees to guarantee the insured's premium for the period shown above. The premium is subject to change resulting from the insured's Request for Change as described in 2. below, or a material increase in the hazard insured against. 2. Request for Change After September 30. 2016, the insured's request and the Company's approval for a change in coverage, limits or deductibles of any one or more coverages subject to this endorsement will result in a premium adjustment of that coverage as of the effective date of the change using rates then in effect. 3. Fully Earned Premium The prepaid premium amount set forth in 1. above, shall be fully earned as of the Inception Date of this Policy. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. THIS ENDORSEMENT FORMS A PART OF POLICY NUMBER: LRAFVTXI6AOM Issued by: Aspen Specialty Insurance Company Issued to: onamedinsured» Effective date: « EffectiveDate» ASPMT009 0317 2017 ©Aspen Insurance U.S. Services Inc. All rights reserved. Page 1 of 1