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Insurance Certificates 2018/19 Hubstor, Inc 359 Kent Street, Suite 600, Ottawa, Ontario K2P 0R6 Phone 613-237-2871 1-877-432-5118 Fax 613-237-1179 CERTIFICATE OF INSURANCE Issued by: Smith Petrie Carr & Scott Insurance Brokers Ltd. This is to certify to: City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 USA That policies of insurance as herein described have been issued to the Insured named below and are in force at this date. Named Insured: Hubstor, Inc. 515 Legget Drive, Suite 800 Kanata ON K2K 3G4 TYPE OF INSURANCE INSURANCE COMPANY & POLICY NUMBER POLICY EXPIRATION COVERAGE Commercial General Liability Including:  Premises & Operations  Personal Injury  Contractual Liability  Cross Liability/Severability of Interests  Waiver of Subrogation Trisura Guarantee Insurance Co TOP1002684 October 24, 2019 Bodily Injury & Property Damage $5,000,000 Each Occurrence $5,000,000 General Aggregate $5,000,000 Products & Completed Operations Aggregate $5,000,000 Non-Owned Automobile Errors & Omissions Liability Insurance Trisura Guarantee Insurance Co TPL1010349 October 24, 2019 $5,000,000 Limit Network Security & Privacy Liability Trisura Guarantee Insurance Co TPL1010349 October 24, 2019 $5,000,000 Limit Employers Liability Coverage Extension Trisura Guarantee Insurance Co TPL1010349 October 24, 2019 $2,000,000 Limit The insurance afforded is subject to the terms, conditions and exclusions of the applicable policy. This certificate is issued as a matter of information only and confers no rights on the holder and imposes no liability on the Insurer. The Insurer will endeavour to mail to the holder of this Certificate 30 days written notice of any material change in or cancellation of these policies, but assumes no responsibility for failure to do so. Project: VERIFICATION OF INSURANCE COVERAGES Smith Petrie Carr & Scott Insurance Brokers Ltd. Per: …………………………………………………. Date: December 11, 2018 Authorized Representative MN 359 Kent Street, Suite 600, Ottawa, Ontario K2P 0R6 Phone 613-237-2871 1-877-432-5118 Fax 613-237-1179 ENDORSEMENT It is agreed the following is/are hereby added to the Policy as additional Insured but only insofar as their Legal Liability arises vicariously out of the operations of the Named Insured in connection with the project/contract described below: Attached to and forming part of Trisura Guarantee Insurance Co Policy #TOP1002684. NAMED INSURED: Hubstor, Inc. This endorsement shall become effective: Additional Insured: City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 USA Project: VERIFICATION OF INSURANCE COVERAGES All other terms and conditions of this policy shall remain unchanged. Smith Petrie Carr & Scott Insurance Brokers Ltd Per: ………………………………………………… Date: December 11, 2018 HOW TO REPORT A CLAIM About Trisura Trisura Guarantee Insurance Company is a Canadian specialty lines insurance and surety company. Through a select network of national and regional brokerage firms, Trisura Guarantee provides innovative solutions and expertise in Contract, Developer and Commercial Surety, Directors’ and Officers’ Liability, Fidelity, Professional Liability including Media, Technology and Cyber Liability, Property, Casualty and Warranty products. Trisura Guarantee is rated A- (Excellent) by A.M. Best Company. Trisura Guarantee is a subsidiary of Trisura Group Ltd., a leading international specialty insurance provider operating in the surety, risk solutions, corporate insurance and reinsurance segments of the market. Trisura Group has three principal regulated subsidiaries: Trisura Guarantee Insurance Company, Trisura International Insurance Ltd. and Trisura Specialty Insurance Company. Trisura Group is listed on the Toronto Stock Exchange under the symbol “TSU”. Refer to your policy for complete details. In case of inconsistency between this document and your policy, the policy terms, conditions and limitations will apply. Trisura Guarantee Insurance Company a step above Please contact our claims team in writing or by telephone as soon as possible: Trisura Guarantee Insurance Company 333 Bay Street, Suite 1610 Toronto, ON M5H 2R2 Toll free number: 1-866-856-9203 Email: claims@trisura.com This policy contains a clause that may limit the amount payable TCPPE.000 (10/17)Trisura Guarantee Insurance Company Page 1 of 2 COMMERCIAL GENERAL LIABILITY INSURANCE POLICY DECLARATIONS Policy No.: TOP1002684 Named Insured:HubStor Inc. Mailing Address:6378 Deer Valley Crescent Greely ON K4P 0A9 Canada Policy Period:From October 24, 2018 to October 24, 2019 12:01 a.m. standard time at the mailing address shown above Broker:Smith, Petrie, Carr and Scott Insurance Brokers Ltd. Broker Address:359 Kent Street Suite 600, Ottawa ON K2P 0R6 Description of Operations:Archiving Additional Premium:$0.00 Minimum Retained Premium:80% of the Annual Premium (minimum $250) Transaction Description:Effective Date: Additional Insured Added December 11, 2018 These Declarations and the Policy together with Policy Conditions, forms, riders and endorsements, if any, shall constitute the entire contract between the Insured and Trisura Guarantee Insurance Company. In witness whereof, the Insurer has caused this Policy to be signed by its authorized officer. TRISURA GUARANTEE INSURANCE COMPANY Michael George President & CEO TCPPE.000 (10/17) Trisura Guarantee Insurance Company Page 2 of 2 COVERAGES Policy No.: TOP1002684 COMMERCIAL GENERAL LIABILITY COVERAGE Form Number Form Name Deductible Limits of Insurance TGLE.001 Commercial General Liability Each Occurrence Limit $2,000,000 Personal and Advertising Injury Limit $2,000,000 Medical Payments Limit $5,000 any one person General Aggregate Limit $5,000,000 Tenant's Legal Liability Limit $1,000 $250,000 any one premises Products-Completed Operations Aggregate Limit $2,000,000 Coverage A Per Occurrence Deductible $1,000 Property Damage $1,000 Bodily Injury TGLE.011 Employee Benefits Liability $1,000 $1,000,000 each employee $1,000,000 Aggregate TGLE.012 Employers Bodily Injury Liability Extension $2,000,000 TGLE.017 Non-Accumulation Clause TGLE.023 Professional Services Exclusion TGLE.029 Waiver of Subrogation TGLE.030 Blanket Additional Insured Endorsement TSPFE.006 Standard Non-Owned Automobile - S.E.F. No. 6 $1,000,000 TOEFE.098B Reduction of Coverage for Lessees or Drivers of Leased Vehicles Endorsement - O.E.F. No. 98B TSEFE.094 Legal Liability For Damage To Hired Automobiles Endorsement - S.E.F. No. 94 $1,000 $50,000 TSEFE.096 Contractual Liability Endorsement - S.E.F. No. 96 TSEFE.099 Excluding Long Term Leased Vehicle Endorsement - S.E.F. No. 99 Total Premium:$0 TCPPE.000-Schedule (10/17) Trisura Guarantee Insurance Company Page 1 of 1 SCHEDULE OF FORMS Policy No.: TOP1002684 The following is a schedule of forms that together shall constitute the entire contract between the Insured and Trisura Guarantee Insurance Company Form Name Form No. Commercial General Liability Insurance Policy TCGLE.001 (02/15) Commercial General Liability Policy TGLE.001 (05/17) Employee Benefits Liability Policy TGLE.011 (05/17) Employers Bodily Injury Liability Coverage Extension TGLE.012 (05/17) Non-Accumulation Clause TGLE.017 (05/17) Professional Services Exclusion TGLE.023 (05/17) Waiver of Subrogation Endorsement TGLE.029 (05/17) Blanket Additional Insured Endorsement TGLE.030 (10/17) Reduction of Coverage For Lessees or Drivers of Leased Vehicles Endorsement - O.E.F. No. 98B TOEFE.098B (05/17) Legal Liability For Damage To Hired Automobiles Endorsement - S.E.F. No. 94 TSEFE.094 (05/17) Contractual Liability Endorsement - S.E.F. No. 96 TSEFE.096 (05/17) Excluding Long Term Leased Vehicle Endorsement - S.E.F. No. 99 TSEFE.099 (05/17) Standard Non-owned Automobile Policy – S.P.F. No.6 TSPFE.006 (05/17) TGLE.029 (05/17) Trisura Guarantee Insurance Company Page 1 of 1 WAIVER OF SUBROGATION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY POLICY With respect to insured claims, loss, costs or expenses under the Policy, the Insurer agrees to waive its right of subrogation, provided that this waiver shall apply only in favour of the person, firm, corporation, government body, or other entity named in the schedule below. It is further agreed that this waiver shall apply only to any claims, loss, costs or expenses arising solely from the negligence of the Named Insured while performing the scope of work outlined within the written contract with the person, firm, corporation, government body, or other entity scheduled below. This waiver of subrogation shall not apply in any situation where the person, firm, corporation, government body, or other entity scheduled below is found to be solely negligent. Waiver issued to: City of La Quinta Except as otherwise provided in this form, all terms, provisions and conditions of the Policy shall have full force and effect. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 1 of 27 COMMERCIAL GENERAL LIABILITY POLICY Throughout this Policy the words Insured and Named Insured mean any person or organization qualifying as such under SECTION II – WHO IS AN INSURED. The word Insurer refers to Trisura Guarantee Insurance Company. Other words and phrases that appe ar in bold type have special meaning. Refer to SECTION V - DEFINITIONS. Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered. SECTION I – COVERAGES COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. The Insurer will pay those sums that the Insured becomes legally obligated to pay as Compensatory Damages because of Bodily Injury or Property Damage to which this insurance applies. The Insurer will have the right and duty to defend the Insured against any Action seeking those Compensatory Damages. However, the Insurer will have no duty to defend the Insured against any Action seeking Compensatory Damages for Bodily Injury or Property Damage to which this insurance does not apply. The Insurer may, at the Insurer’s sole discretion, investigate any Occurrence and settle any claim or Action that may result. But: (1) the amount the Insurer will pay for Compensatory Damages is limited as described in SECTION III – LIMITS OF INSURANCE and is subject to the Deductible Clause shown in SECTION III – LIMITS OF INSURANCE; and (2) the Insurer’s right and duty to defend ends when the Insurer has used up the applicable limit of insurance in the payment of judgments or settlements under COVERAGES A, B or D or medical expenses under COVERAGE C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under SUPPLEMENTARY PAYMENTS – COVERAGES A, B and D. 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 Coverage Territory; and (2) the Bodily Injury or Property Damage occurs during the policy period; and (3) prior to the policy period, no Insured listed under Paragraph 1. of SECTION II – WHO IS AN INSURED or any Employee authorized by the Named Insured to give or receive notice of an Occurrence, claim or Action, knew or reasonably could have known that the Bodily Injury or Property Damage had occurred, in whole or in part. If such a listed Insured or authorized Employee knew, prior to the policy period, that the Bodily Injury or Property Damage occurred, then any 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 listed under Paragraph 1. of SECTION II – WHO IS AN INSURED or any Employee authorized by the Named Insured to give or receive notice of an Occurrence, claim or Action, includes 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 listed under Paragraph 1. of SECTION II – WHO IS AN INSURED or any Employee authorized by the Named Insured to give or receive notice of an Occurrence, claim or Action: (1) reports all, or any part, of the Bodily Injury or Property Damage to the Insurer or any other Insurer; (2) receives a written or verbal demand or claim for Compensatory Damages because of the Bodily Injury or Property Damage; or TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 2 of 27 (3) becomes aware by any other means that Bodily Injury or Property Damage has occurred or has begun to occur. e. Compensatory Damages because of Bodily Injury include Compensatory 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 or Property Damage 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 Compensatory Damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for Compensatory Damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an Insured Contract, provided the Bodily Injury or Property Damage occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an Insured Contract, reasonable legal fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be Compensatory Damages because of Bodily Injury or Property Damage, provided: (a) liability to such party for, or for the cost of, that party’s defence has also been assumed in the same Insured Contract; and (b) such legal fees and litigation expenses are for defence of that party against a civil or alternative dispute resolution proceeding in which Compensatory Damages are alleged to apply to this insurance. c. Workers’ Compensation and Similar Laws Any obligation of the Insured under a workers’ compensation, disability benefits or unemployment or employment compensation law(s) or any similar law(s). d. Employer’s Liability Bodily Injury to: (1) an Employee arising out of and in the course of: (a) employment by the Insured; or (b) performing duties related to the conduct of the Insured’s business; or (2) The spouse, common law partner, domestic partner, child, parent, brother or sister of that Employee as a consequence of Paragraph 2. d. (1). This exclusion applies: (i) whether the Insured may be liable as an employer or in any other capacity; and (ii) to any obligation to share Compensatory Damages with or repay someone else who must pay Compensatory Damages because of the injury. This exclusion does not apply to: (a) liability assumed by the Insured under an Insured Contract; or (b) a claim made or an Action brought by a Canadian resident Employee on whose behalf contributions are made by or required to be made by the Insured under the provisions of any Canadian provincial or territorial workers’ compensation law, if cover or benefits have been denied by any Canadian Workers’ Compensation Authority. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 3 of 27 e. Aircraft or Watercraft Bodily Injury or Property Damage arising directly or indirectly, in whole or in part, out of the ownership, maintenance, operation, use or entrustment to others by or on behalf of any Insured of: (1) any aircraft, air cushion vehicle or watercraft that is owned, operated by, rented or loaned to any Insured; or (2) any premises for the purpose of an airport or aircraft landing area and all operations necessary or incidental thereto. Use noted above includes Loading or Unloading. This exclusion applies even if the claims made 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, air cushion vehicle or watercraft. This exclusion does not apply to: (1) a watercraft while ashore on premises the Named Insured owns or rents; (2) a watercraft that is: (a) less than 8 metres long; and (b) not being used to carry persons or property for a charge; (3) Bodily Injury to an Employee of the Named Insured on whose behalf contributions are made by or required to be made by the Insured under the provisions of any Canadian provincial or territorial workers’ compensation law, if the Bodily Injury results from an Occurrence involving watercraft. This exclusion applies regardless of any other contributing or aggravating cause or event that contributes concurrently or in any sequence to the Bodily Injury or Property Damage. f. Automobile Bodily Injury or Property Damage arising directly or indirectly, in whole or in part, out of the ownership, maintenance, use or entrustment to others of any Automobile owned, operated by, on behalf of, rented or loaned to any Insured. This exclusion also applies to: (1) any motorized snow vehicle or its trailers; and (2) any vehicle while being used in any speed or demolition contest or in any stunting activity or in practice or preparation for any such contest or activity. 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 Automobile that is owned, operated by, on behalf of, rented or loaned to any Insured. Use in this exclusion includes all operations and any Loading or Unloading. This exclusion applies regardless of any other contributing or aggravating cause or event that contributes concurrently or in any sequence to the Bodily Injury or Property Damage. This exclusion does not apply to: (1) Bodily Injury to an Employee of the Named Insured on whose behalf contributions are made by or required to be made by the Named Insured under the provisions of any Canadian provincial or territorial workers’ compensation law. (2) Bodily Injury or Property Damage arising out of a defective condition in, or improper maintenance of, any Automobile that is owned by the Named Insured while leased to others for a period of 30 days or more provided the lessee is obligated under contract to ensure that the Automobile is insured. (3) Bodily Injury or Property Damage arising out of the ownership, use or operation of machinery, apparatus or equipment mounted on or attached to any vehicle while at the site of the use or operation of such equipment. This exception however does not apply when such equipment is mounted on or attached to any Automobile and such equipment is used for the purpose of Loading or Unloading. (4) Bodily Injury or Property Damage arising out of Loading or Unloading if such operations are precluded from coverage under the motor vehicle section of any provincial or territorial act or regulation. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 4 of 27 g. Damage to Property Property Damage to: (1) property that is owned or occupied by or rented to the Named Insured, including any costs or expenses incurred by the Named 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 Named Insured sells, gives away or abandons, if the Property Damage arises out of any part of those premises; (3) property loaned to the Named Insured; (4) tools or equipment used by the Named Insured or on the Named Insured’s behalf in performing The Named Insured’s Work; (5) property held by the Named Insured for sale or entrusted to the Named Insured for storage or safekeeping; (6) property being on premises that is owned or rented by the Named Insured for the purpose of having operations performed on such property by the Insured; (7) that particular part of real property on which the Named Insured or any contractors or subcontractors working directly or indirectly on the Named Insured’s behalf are performing operations, if the Property Damage arises out of those operations; or (8) that particular part of any property that must be restored, repaired or replaced because The Named Insured’s Work was incorrectly performed on it. Paragraph (2) of this exclusion does not apply if the premises are The Named Insured’s Work and were never occupied, rented or held for rental by the Insured. Paragraphs (3), (5), (6), (7) and (8) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (7) and (8) of this exclusion does not apply to Property Damage included in the Products- Completed Operations Hazard. h. Damage to The Named Insured’s Product Property Damage to The Named Insured’s Product arising out of such product or any part of such product. i. Damage to The Named Insured’s Work Property Damage to The Named Insured’s 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 the Named Insured’s behalf by a subcontractor. j. 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 The Named Insured’s Product or The Named Insured’s Work; or (2) a delay or failure by the Named Insured or anyone acting on the Named Insured’s 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 The Named Insured’s Product or The Named Insured’s Work after it has been put to its intended use. k. Recall of Products, Work or Impaired Property Compensatory Damages claimed for any loss, cost or expense incurred by the Named Insured or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) The Named Insured’s Product; (2) The Named Insured’s Work; or (3) Impaired Property; TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 5 of 27 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. l. Explosion, Vibration, Removal or Weakening of Support Property Damage arising out of, in whole or in part: (1) the use of any explosives for blasting; (2) vibration from pile driving or caisson work; or (3) the removal or weakening of support of any property, building or land whether such support be natural or otherwise. This exclusion does not apply to: (1) Property Damage arising out of work performed on behalf of the Named Insured by any contractor or subcontractor; or (2) Property Damage included within the Products-Completed Operations Hazard. m. Electronic Data and Access or Disclosure of Confidential or Personal Information Compensatory Damages arising out of: (1) the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate Electronic Data; or (2) any access to or disclosure of any person’s or organization’s confidential or personal information, including but not limited to patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. n. Personal and Advertising Injury Bodily Injury arising out of Personal and Advertising Injury. o. Professional Services Bodily Injury (other than Incidental Medical Malpractice Injury), or Property Damage due to the rendering of or failure to render by the Named Insured or on the Named Insured’s behalf of any Professional Services for others, or any error or omission, malpractice or mistake in providing those services. p. Abuse (1) Claims or Actions arising directly or indirectly, in whole or in part from any Abuse committed or alleged to have been committed by any Insured, including the transmission of disease arising out of any act of Abuse; (2) Claims or Actions based on the Named Insured’s practices of Employee hiring, acceptance of Volunteer Workers or any supervision, investigation or retention of any person alleged to have committed Abuse; or (3) Claims or Actions alleging knowledge by an Insured of, or failure to report, the alleged Abuse to the appropriate authority(ies). q. Employment Related Practices Bodily Injury to: (1) a person arising out of any employment related act, omission, policy, practice, representation, or direction at such person occurring in whole or in part at any time including any: (a) failure or refusal to advance, compensate, employ or promote; (b) termination of that person’s employment; (c) policies, acts or omissions such as coercion, criticism, prosecution, retaliation, demotion, evaluation, reassignment, discipline, defamation, disparagement, harassment, segregation, humiliation or discrimination directed at that person; (d) invasion or other violation of any right of privacy or publicity; (e) breach of any implied or express covenant; or (f) proceedings or actions under any Canadian federal, territorial, or provincial human rights code or under Title VII of the 1964 Civil Rights Act of the United States of America, including any amendments thereto; and TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 6 of 27 (2) the spouse, common law partner, domestic partner, child, parent, brother or sister of that person as a consequence of any injury or damage to the person in respect of whom any of the employment-related practices described in Paragraphs (a), (b), (c), (d), (e) or (f) above are directed. This exclusion applies: (1) whenever the Insured may be held liable as an employer or in any other capacity; and (2) to any obligation to share Compensatory Damages with or repay someone else who must pay Compensatory Damages because of the injury. r. Recording and Distribution of Material or Information in Violation of Law Bodily Injury or Property Damage arising directly or indirectly out of any act or omission that violates or is alleged to violate: (1) any federal, provincial or territorial Consumer Protection Act, The Telephone Consumer Protection Act (TCPA), including any similar laws and any amendments thereto; (2) any federal, provincial or territorial Canadian Anti-Spam Law or The CAN-SPAM Act of 2003, including any similar laws and any amendments thereto; (3) any federal, provincial or territorial Credit Reporting Act or The Fair Credit Reporting Act (FCRA), including any similar laws and any amendments thereto; (4) any other federal, provincial or territorial statute, ordinance, regulation, law, and any amendments made thereto, that address, prohibit or limit the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. s. Asbestos – see Common Exclusions. t. Fungi or Spores – see Common Exclusions. u. Lead – see Common Exclusions. v. Nuclear Energy Liability – see Common Exclusions. w. Pollution Liability – see Common Exclusions. x. Silica – see Common Exclusions. y. Terrorism – see Common Exclusions. z. War Risks – see Common Exclusions. COVERAGE B. PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. The Insurer will pay those sums that the Insured becomes legally obligated to pay as Compensatory Damages because of Personal and Advertising Injury to which this insurance applies. The Insurer will have the right and duty to defend the Insured against any Action seeking those Compensatory Damages. However, the Insurer will have no duty to defend the Insured against any Action seeking Compensatory Damages for Personal and Advertising Injury to which this insurance does not apply. The Insurer may, at the Insurer’s discretion, investigate any offence and settle any claim or Action that may result. But: (1) the amount the Insurer will pay for Compensatory Damages is limited as described in SECTION III – LIMITS OF INSURANCE; and (2) the Insurer’s right and duty to defend ends when the Insurer has used up the applicable limit of insurance in the payment of judgments or settlements under COVERAGES A, B or D or medical expenses under COVERAGE C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under SUPPLEMENTARY PAYMENTS – COVERAGES A, B and D. b. This insurance applies to Personal and Advertising Injury caused by an offence arising out of the Named Insured’s business but only if the offence was committed in the Coverage Territory during the policy period. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 7 of 27 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 prior to the policy period. d. Criminal Acts Personal and Advertising Injury arising out of a criminal act which is committed by or at the direction of any Insured. e. Contractual Liability Personal and Advertising Injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for Compensatory 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 the Named Insured’s 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 to any statement of quality, use, warranty, durability, fitness or performance made in the Named Insured’s 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 the Named Insured’s 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. However, this exclusion does not apply to infringement, in the Named Insured’s 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 web-sites for others; or (3) an Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 24. a., b. and c. of Personal and Advertising Injury under SECTION V - DEFINITIONS. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for the Named Insured or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 8 of 27 k. 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 the Named Insured’s e-mail address, domain name or metatag, or any other similar tactics to mislead another’s potential customers. l. Interactive Websites, Electronic Chatrooms, Interactive Forums or Bulletin Boards Personal and Advertising Injury arising out of an electronic interactive website, chatroom, interactive forum or bulletin board the Insured hosts, owns, or over which the Insured exercises any control. m. Employment-Related Practices Personal and Advertising Injury to: (1) a person arising out of any employment related act, omission, policy, practice, representation, or direction at such person occurring in whole or in part at any time including any: (a) failure or refusal to advance, compensate, employ or promote; (b) termination of that person’s employment; (c) policies, acts or omissions such as coercion, criticism, prosecution, retaliation, demotion, evaluation, reassignment, discipline, defamation, disparagement, harassment, segregation, humiliation or discrimination directed at that person; (d) invasion or other violation of any right of privacy or publicity; (e) breach of any implied or express covenant; or (f) proceedings or actions under any Canadian federal, territorial, or provincial human rights code or under Title VII of the 1964 Civil Rights Act of the United States of America, including any amendments thereto; and (2) the spouse, common law partner, domestic partner, child, parent, brother or sister of that person as a consequence of any injury or damage to the person in respect of whom any of the employment-related practices described in Paragraphs (a), (b), (c), (d), (e) or (f) above are directed. This exclusion applies: (1) whenever the Insured may be held liable as an employer or in any other capacity; and (2) to any obligation to share Compensatory Damages with or repay someone else who must pay Compensatory Damages because of the injury. n. Recording and Distribution of Material or Information in Violation of Law Personal and Advertising Injury arising directly or indirectly out of any act or omission that violates or is alleged to violate: (1) any federal, provincial or territorial Consumer Protection Act, The Telephone Consumer Protection Act (TCPA), including any similar laws and any amendments thereto; (2) any federal, provincial or territorial Canadian Anti-Spam Law or The CAN-SPAM Act of 2003, including any similar laws and any amendments thereto; (3) any federal, provincial or territorial Credit Reporting Act or The Fair Credit Reporting Act (FCRA), including any similar laws and any amendments thereto; (4) any other federal, provincial or territorial statute, ordinance, regulation, law, and any amendments made thereto, that address, prohibit or limit the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. o. Data-Related Liability and Access or Disclosure of Confidential or Personal Information Personal and Advertising Injury arising out of any access to or disclosure of any person’s or organization's confidential or personal information, including but not limited to patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of non-public information. p. Asbestos – see Common Exclusions. q. Fungi or Spores – see Common Exclusions. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 9 of 27 r. Lead – see Common Exclusions. s. Nuclear Energy Liability – see Common Exclusions. t. Pollution Liability – see Common Exclusions. u. Silica – see Common Exclusions. v. Terrorism – see Common Exclusions. w. War Risks – see Common Exclusions. COVERAGE C. MEDICAL PAYMENTS 1. Insuring Agreement a. The Insurer will pay medical expenses as described below for Bodily Injury caused by an accident: (1) on premises the Named Insured owns or rents; (2) on ways next to premises the Named Insured owns or rents; or (3) because of the Named Insured’s operations; provided that: (1) the accident takes place in the Coverage Territory and during the policy period; (2) the expenses are incurred and reported to the Insurer within one (1) year of the date of the accident; and (3) the injured person submits to examination, at the Insurer’s expense, by physicians of the Insurer’s choice as often as the Insurer reasonably requires. b. The Insurer will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance as described in SECTION III – LIMITS OF INSURANCE. The Insurer will pay reasonable expenses for: (1) first aid administered at the time of an accident; (2) necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions The Insurer will not pay expenses for Bodily Injury: a. Any Insured To any Insured, except Volunteer Workers. b. Hired Person To a person hired to do work for or on behalf of any Insured or a tenant of any Insured. c. Injury on Normally Occupied Premises To a person injured on that part of premises the Named Insured owns or rents that the person normally occupies. d. Workers’ Compensation and Similar Laws To a person, whether or not an Employee of any Insured, if benefits for the Bodily Injury are payable or must be provided under a workers’ compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 10 of 27 f. Products-Completed Operations Hazard Included within the Products-Completed Operations Hazard. g. Coverage A Exclusions Excluded under COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY. COVERAGE D. TENANTS’ LEGAL LIABILITY 1. Insuring Agreement a. The Insurer will pay those sums that the Insured becomes legally obligated to pay as Compensatory Damages because of Property Damage to which this insurance applies. This insurance applies only to Property Damage to premises of others rented to the Named Insured or occupied by the Named Insured. The Insurer will have the right and duty to defend the Insured against any Action seeking those Compensatory Damages. However, the Insurer will have no duty to defend the Insured against any Action seeking Compensatory Damages for Property Damage to which this insurance does not apply. The Insurer may, at the Insurer’s discretion, investigate any Occurrence and settle any claim or Action that may result. But: (1) the amount the Insurer will pay for Compensatory Damages is limited as described in SECTION III – LIMITS OF INSURANCE and is subject to the Deductible Clause shown in SECTION III – LIMITS OF INSURANCE; and (2) the Insurer’s right and duty to defend ends when the Insurer has used up the applicable limit of insurance in the payment of judgments or settlements under COVERAGES A, B, or D or medical expenses under COVERAGE C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under SUPPLEMENTARY PAYMENTS – COVERAGES A, B and D. b. This insurance applies to Property Damage only if: (1) the Property Damage is caused by an Occurrence that takes place in the Coverage Territory; (2) the Property Damage occurs during the policy period; and (3) prior to the policy period, no Insured listed under Paragraph 1. of SECTION II – WHO IS AN INSURED or any Employee authorized by the Named Insured to give or receive notice of an Occurrence or claim, knew that the Property Damage had occurred, in whole or in part. If such a listed Insured or authorized Employee knew, prior to the policy period, that the Property Damage occurred, then any continuation, change or resumption of such Property Damage during or after the policy period will be deemed to have been known prior to the policy period. c. Property Damage which occurs during the policy period and was not, prior to the policy period, known to have occurred by any Insured listed under Paragraph 1. of SECTION II – WHO IS AN INSURED or any Employee authorized by the Named Insured to give or receive notice of an Occurrence or claim, includes any continuation, change or resumption of that Property Damage after the end of the policy period. d. Property Damage will be deemed to have been known to have occurred at the earliest time when any Insured listed under Paragraph 1. of SECTION II – WHO IS AN INSURED or any Employee authorized by the Named Insured to give or receive notice of an Occurrence or claim: (1) reports all, or any part, of the Property Damage to the Insurer or any other insurer; (2) receives a written or verbal demand or claim for Compensatory Damages because of the Property Damage; or (3) becomes aware by any other means that Property Damage has occurred or has begun to occur. 2. Exclusions This insurance does not apply to: a. Expected or Intended Injury Property Damage expected or intended from the standpoint of any Insured. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 11 of 27 b. Contractual Liability Property Damage for which the Insured is obligated to pay Compensatory Damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for Compensatory Damages that the Insured would have in the absence of the contract or agreement. c. Wear and Tear Property Damage for wear and tear, gradual deterioration, normal up-keep, sudden or latent defect or inherent vice. d. Faulty Workmanship, Design and Material Property Damage for the cost for making good: (1) faulty or improper material(s); (2) faulty or improper workmanship; or (3) faulty or improper design. Provided, however, to the extent otherwise insured and not otherwise excluded under this Policy, resultant Property Damage is insured. e. Asbestos – see Common Exclusions. f. Fungi or Spores – see Common Exclusions. g. Lead – see Common Exclusions. h. Nuclear Energy Liability – see Common Exclusions. i. Pollution Liability – see Common Exclusions. j. Silica – see Common Exclusions. k. Terrorism – see Common Exclusions. l. War Risks – see Common Exclusions. COMMON EXCLUSIONS – COVERAGES A, B, C and D This insurance does not apply to: 1. Asbestos Bodily Injury, Property Damage, or Personal and Advertising Injury related to or arising from any actual or alleged liability for any legal remedy of any kind whatsoever (including but not limited to damages, interest, mandatory or other injunctive relief, statutory orders or penalties, legal or other costs, or expenses of any kind) in respect of actual or threatened loss, damage, cost or expense directly or indirectly caused by, resulting from, in consequence of or in any way involving, asbestos or any materials containing asbestos in whatever form or quantity. This exclusion applies regardless of any other contributing or aggravating cause or event that contributes concurrently or in any sequence to the Bodily Injury, Property Damage or Personal and Advertising Injury. 2. Fungi or Spores a. Bodily Injury, Property Damage or Personal and Advertising Injury or any other cost, loss or expense incurred by others, arising directly or indirectly from the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, presence of, spread of, reproduction, discharge or other growth of any Fungi or Spores however caused, including any costs or expenses incurred to prevent, respond to, test for, monitor, abate, mitigate, remove, cleanup, contain, remediate, treat, detoxify, neutralize, assess or otherwise deal with or dispose of Fungi or Spores; b. any supervision, instructions, recommendations, warnings, or advice given or which should have been given in connection with a. above; or TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 12 of 27 c. any obligation to pay damages, share damages with or repay someone else who must pay damages because of such injury or damage referred to in a. or b. above. This exclusion applies regardless of any other contributing or aggravating cause or event that contributes concurrently or in any sequence to the Bodily Injury, Property Damage or Personal and Advertising Injury. For the purpose of the following exception: (i) Property Damage means physical injury to animals. (ii) Products-Completed Operations Hazard means all Bodily Injury or Property Damage that arises out of The Named Insured’s Product provided the Bodily Injury or Property Damage occurs after the Named Insured has relinquished physical possession The Named Insured’s Product. This exclusion does not apply to Bodily Injury or Property Damage included in the Products-Completed Operations Hazard arising directly or indirectly from Fungi or Spores that are found in or on, or are, “The Named Insured’s Product, and the Named Insured intends The Named Insured’s Product to be: (1) applied topically to; or (2) ingested by; humans or animals. 3. Lead Bodily Injury, Property Damage, or Personal and Advertising Injury or medical expenses related or attributed to, arising out of, in whole or in part either directly or indirectly caused by the ingestion, use, mining, distribution, handling, sale, abatement, enclosure, exposure or removal, inhalation or absorption of Lead or Lead based products in any form. This exclusion applies to any costs, including any Supplementary Payments, loss or expenses arising out of the presence, ingestion, inhalation, or absorption of or exposure to Lead in any form or any products containing Lead. The Insurer has no duty to defend the Insured or investigate any Action, claim or Occurrence which may arise. This exclusion applies, but is not limited to: a. any liability assumed by the Insured under any written or oral contract or agreement; b. any obligation to pay or comply with any request, demand, order or statutory or regulatory requirement, or any other action authorized or required by law, or any loss cost or expense arising out of or relating to the investigation of, abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediation or disposing of, or responding to or assessing the effects of Lead as well as any cost, fees, expenses, penalties, judgements, fines or sanctions arising from or relating thereto; c. any actual, alleged, or threatened exposure to, consumption of, ingestion of, inhalation of, absorption of, existence of or presence of Lead in any manner or form whatsoever, either directly or indirectly or in whole or in part; d. any actual or alleged failure to advise, warn or instruct related to any Lead in any manner or form whatsoever, either indirectly or indirectly or in whole or in part; and e. any actual or alleged presence of Lead in any manner or form whatsoever, in any place whatsoever including, but not limited to, within a building, product, building component or building structure including any contents. 4. Nuclear Energy Liability a. Liability imposed by or arising from any nuclear liability act, law or statute, or any law amendatory thereof; b. Bodily Injury, Property Damage or Personal and Advertising Injury with respect to which an Insured under this Policy who is also insured under a contract of nuclear energy liability insurance (whether the Insured is unnamed in such contract and whether or not it is legally enforceable by the Insured) issued by the Nuclear Insurance Association of Canada or any other insurer or group or pool of insurers or would be an insured under any such policy but for its termination upon exhaustion of its limits of insurance; c. Bodily Injury, Property Damage or Personal and Advertising Injury resulting directly or indirectly from the Nuclear Energy Hazard arising from: (1) the ownership, maintenance, operation or use of a Nuclear Facility by or on behalf of an Insured; (2) the furnishing by an Insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any Nuclear Facility; or TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 13 of 27 (3) the possession, consumption, use, handling, disposal or transportation of Fissionable Substances, or of other Radioactive Material (except radioactive isotopes, away from a Nuclear Facility, which have reached the final stage of fabrication so as to be useable for any scientific, medical, agricultural, commercial or industrial purpose) used, distributed, handled or sold by an Insured. This exclusion also applies regardless of any other contributing or aggravating cause or event that contributes concurrently or in any sequence to the Bodily Injury, Property Damage or Personal and Advertising Injury. 5. Pollution Liability a. Bodily Injury, Property Damage or Personal and Advertising Injury arising out of the actual, alleged or threatened spill, discharge, emission, dispersal, seepage, leakage, migration, release or escape of Pollutants: (1) which occurred prior to the policy period shown in the Declarations; (2) 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: (a) Bodily Injury if sustained within a building and caused by smoke, fumes, vapour or soot from equipment 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; (b) Bodily Injury or Property Damage for which the Named Insured may be held liable, if the Named Insured is a contractor and the owner or lessee of such premises, site or location has been added to the Named Insured’s policy as an additional insured with respect to the Named Insured’s 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 (c) Bodily Injury or Property Damage arising out of heat, smoke or fumes from, or fire extinguishing substances used to fight, a Hostile Fire; (3) 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; (4) which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (a) any Insured or; (b) any person or organization for whom the Insured may be legally responsible; or (5) at or from any premises, site or location on which any Insured or any contractors or subcontractors working directly or indirectly on any Insured’s behalf are performing operations if the Pollutants are brought on or to the premises, site or location in connection with such operations by such Insured, contractor or subcontractor. However, this subparagraph does not apply to: (a) 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 permanent and integral mobile equipment 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; (b) Bodily Injury or Property Damage sustained within a building and caused by the release of gases, fumes or vapours from materials brought into that building in connection with operations being performed by the Named Insured or on the Named Insured’s behalf by a contractor or subcontractor; or (c) Bodily Injury or Property Damage arising out of heat, smoke or fumes from, or fire extinguishing substances used to fight, a Hostile Fire. (6) at or from any premises, site or location on which any Insured or any contractors or subcontractors working directly or indirectly on any Insured’s 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; (7) to the extent that any Bodily Injury or Property Damage is included in the Products-Completed Operations Hazard. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 14 of 27 b. Any fines or penalties assessed against or imposed upon any Insured arising out of the actual, alleged, potential or threatened spill, discharge, emission, dispersal, seepage, leakage, migration, release or escape of Pollutants. c. Any loss, cost or expense arising out of any: (1) request, demand, order or statutory or regulatory requirement, or any other action authorized or required by law, that any Insured or others investigate, test for, monitor, clean up, remove, dispose of, contain, treat, abate, remediate, detoxify or neutralize, or in any way respond to, or assess the effects of Pollutants; or (2) claim or Action by or on behalf of a governmental authority for Compensatory 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 section c. does not apply to liability for Compensatory 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 Action by or on behalf of a governmental authority. 6. Silica Bodily Injury, Property Damage, or Personal and Advertising Injury or medical expenses that arise out of, relate to or result from: a. the actual, alleged or threatened exposure to, consumption of, ingestion of, inhalation of or absorption of, Silica, either directly or indirectly; b. the actual, alleged or threatened exposure to, consumption of, ingestion of, inhalation of, absorption of, existence of or presence of Silica Dust either directly or indirectly; c. the actual or alleged failure to warn, advise or instruct related to Silica in any manner or form whatsoever; or d. the actual or alleged failure to prevent exposure to Silica. This exclusion includes but is not limited to compliance with any request, demand, order, or statutory or regulatory requirement, or any other action authorized or required by law, or any other claim, Action, demand, loss, cost or expense directly or indirectly arising out of, relating to or resulting from the investigation of, abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediation or disposing of, or in any way responding to, or assessing the effects of Silica, as well as any costs, fees, expenses, penalties, judgments, fines, or sanctions arising or resulting therefrom or relating thereto. This exclusion also applies regardless of any other contributing or aggravating cause or event that contributes concurrently or in any sequence to the Bodily Injury, Property Damage or Personal and Advertising Injury. 7. Terrorism Bodily Injury, Property Damage or Personal and Advertising Injury arising directly or indirectly, in whole or in part, out of Terrorism or out of any activity or decision of a government agency or other entity to prevent, respond to or terminate Terrorism. This exclusion applies regardless of any other contributing or aggravating cause or event that contributes concurrently or in any sequence to the Bodily Injury, Property Damage or Personal and Advertising Injury. 8. War Risks Bodily Injury, Property Damage or Personal and Advertising Injury arising directly or indirectly, in whole or in part, out of war, invasion, act of foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military power. This exclusion applies regardless of any other contributing or aggravating cause or event that contributes concurrently or in any sequence to the Bodily Injury, Property Damage or Personal and Advertising Injury. SUPPLEMENTARY PAYMENTS – COVERAGES A, B and D 1. The Insurer will pay, with respect to any claim the Insurer investigates or settles, or any Action against an Insured that the Insurer defends: a. All expenses the Insurer incurs. b. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. The Insurer does not have to furnish these bonds. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 15 of 27 c. All reasonable expenses incurred by the Insured at the Insurer’s request to assist in the investigation or defence of the claim or Action, including actual loss of earnings up to $250 a day because of time off from work. d. All costs assessed or awarded against the Named Insured in the Action. e. Any interest accruing after the entry of judgment upon that part of the judgment which is within the applicable limit of insurance and before the Insurer has paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If the Insurer defends an Insured against an Action and an indemnitee of the Insured is also named as a party to the Action, the Insurer will defend that indemnitee if all of the following conditions are met: a. the Action against the indemnitee seeks Compensatory Damages for which the Insured has assumed the liability of the indemnitee in a contract or agreement that is an Insured Contract; b. this insurance applies to such liability assumed by the Insured; c. the obligation to defend, or the cost of the defence of, that indemnitee, has also been assumed by the Insured in the same Insured Contract; d. the allegations in the Action and the information the Insurer knows about the Occurrence are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; e. the indemnitee and the Insured ask the Insurer to conduct and control the defence of that indemnitee against such Action and agree that the Insurer can assign the same counsel to defend the Insured and the indemnitee; and f. the indemnitee: (1) agrees in writing to: (a) cooperate with the Insurer in the investigation, settlement or defence of the Action; (b) immediately send the Insurer copies of any demands, notices, summonses or legal papers received in connection with the Action; (c) notify any other insurer whose coverage is available to the indemnitee; and (d) cooperate with the Insurer with respect to coordinating other applicable insurance available to the indemnitee; and (2) provides the Insurer with written authorization to: (a) obtain records and other information related to the Action; and (b) conduct and control the defence of the indemnitee in such Action. So long as the above conditions are met, legal fees incurred by the Insurer in the defence of that indemnitee, necessary litigation expenses incurred by the Insurer and necessary litigation expenses incurred by the indemnitee at the Insurer’s request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b. (2) of SECTION 1 – COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, such payments will not be deemed to be Compensatory Damage for Bodily Injury and Property Damage and will not reduce the limits of insurance. The Insurer’s obligation to defend an Insured’s indemnitee and to pay for legal fees and necessary litigation expenses as Supplementary Payments ends when: a. the Insurer has used up the applicable limit of insurance in the payment of judgments or settlements; or b. the conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II – WHO IS AN INSURED 1. If the Named Insured listed in the Declarations is: a. an individual, the Named Insured and the Named Insured’s spouse are Insureds, but only with respect to the conduct of a business of which the Named Insured is the sole owner. b. a partnership, limited liability partnership or joint venture, the Named Insured is an Insured. The Named Insured’s members, the Named Insured’s partners, and their spouses are also Insureds, but only with respect to the conduct of the Named Insured’s business. c. a limited liability company, the Named Insured is an Insured. The Named Insured’s members are also Insureds, but only with respect to the conduct of the Named Insured’s business. The Named Insured’s managers are Insureds, but only with respect to their duties as the Named Insured’s managers. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 16 of 27 d. an organization other than a partnership, limited liability partnership, joint venture or limited liability company, the Named Insured is an Insured. The Named Insured’s Executive Officers and directors are Insureds, but only with respect to their duties as the Named Insured’s officers or directors. The Named Insured’s shareholders are also Insureds, but only with respect to their liability as shareholders. e. a trust, the Named Insured is an insured. The Named Insured’s trustees are also Insureds, but only with respect to their duties as trustees. 2. Each of the following is also an Insured: a. the Named Insured’s Volunteer Workers only while performing duties related to the conduct of the Named Insured’s business, or the Named Insured’s Employees, other than either the Named Insured’s Executive Officers (if the Named Insured is an organization other than a partnership, limited liability partnership, joint venture or limited liability company) or the Named Insured’s managers (if the Named Insured is a limited liability company), but only for acts within the scope of their employment by the Named Insured or while performing duties related to the conduct of the Named Insured’s business. However, none of these Employees or Volunteer Workers is an Insured for: (1) Bodily Injury or Personal and Advertising Injury: (a) to the Named Insured, to the Named Insured’s partners or members (if the Named Insured is a partnership, limited liability partnership or joint venture), to the Named Insured’s members (if the Named Insured is a limited liability company) the Named Insured’s trustees and Executive officers; (b) to a co-Employee while in the course of his or her employment or performing duties related to the conduct of the Named Insured’s business, or to the Named Insured’s other Volunteer Worker(s) while performing duties related to the conduct of the Named Insured’s business; (c) to the spouse, common law partner, domestic partner, child, parent, brother or sister of any Employee, co-Employee or Volunteer Worker as a consequence of Paragraph (1)(a) above; (d) for which there is any obligation to share Compensatory Damages with or repay someone else who must pay Compensatory Damages because of the injury described in Paragraphs (1)(a) or (b) above; (e) to any person who at the time of injury is entitled to benefits under any workers’ compensation or disability benefits law or similar law; or (f) arising out of his or her providing or failing to provide professional health care services. (2) Property Damage to property that is: (a) owned, occupied or used by; or (b) rented to, loaned to, in the care, custody or control of, or over which physical control is being exercised for any purpose by: (i) the Named Insured; (ii) any of the Named Insured’s Employees, Volunteer Workers; (iii) any partner or member (if the Named Insured is a partnership, limited liability partnership or joint venture); (iv) the Named Insured’s trustees and Executive Officers; or (v) any manager (if the Named Insured is a limited liability company). b. Any person (other than the Named Insured’s Employee or Volunteer Worker), or any organization while acting as the Named Insured’s real estate manager. c. Any person or organization having proper temporary custody of the Named Insured’s property if the Named Insured dies, but only: (1) with respect to liability arising out of the maintenance or use of that property; and (2) until the Named Insured’s legal representative has been appointed. d. The Named Insured’s legal representative if the Named Insured dies, but only with respect to such duties. That representative will have all of the Named Insured’s rights and duties under this Policy. e. The Named Insured’s unit or strata lot owners and any tenants, but only with respect to the conduct of the corporation for liability arising out of the common property, excluding liability arising out of the owner’s or tenant’s possession, occupation or use of property designated for exclusive use. 3. Any organization the Named Insured newly acquires or forms, other than a partnership, limited liability partnership or joint venture or limited liability company, and over which the Named Insured maintains ownership TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 17 of 27 or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. coverage under this provision is afforded only until the ninetieth (90th) day after the Named Insured acquires or forms the organization or the end of the policy period, whichever is earlier; b. COVERAGES A and D do not apply to Bodily Injury or Property Damage that occurred before the Named Insured acquired or formed the organization; and c. COVERAGE B does not apply to Personal and Advertising Injury arising out of an offence committed before the Named Insured acquired or formed the organization. 4. No person or organization is an Insured with respect to the conduct of any current or past partnership, limited liability partnership, joint venture, trust or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III – LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most the Insurer will pay regardless of the number of: a. Insureds; b. claims made or Actions brought; or c. persons or organizations making claims or bringing Actions. 2. The General Aggregate Limit, as shown in the Declarations, is the most the Insurer will pay for the sum of: a. Compensatory Damages under COVERAGE A, except Compensatory Damages because of Bodily Injury or Property Damage included in the Products-Completed Operations Hazard; b. Compensatory Damages under COVERAGE B; and c. medical expenses under COVERAGE C. 3. The Products-Completed Operations Aggregate Limit, as shown in the Declarations, is the most the Insurer will pay under COVERAGE A for Compensatory Damages because of Bodily Injury and Property Damage included in the Products-Completed Operations Hazard. 4. Subject to Paragraph 2. above, the Personal and Advertising Injury Limit, as shown in the Declarations, is the most the Insurer will pay under COVERAGE B for the sum of all Compensatory Damages because of all Personal and Advertising Injury sustained by any one person or organization. 5. Subject to Paragraphs 2. or 3. above, whichever applies, the Each Occurrence Limit, as shown in the Declarations is the most the Insurer will pay for the sum of: a. Compensatory Damages under COVERAGE A; and b. medical expenses under COVERAGE C because of all Bodily Injury and Property Damage arising out of any one Occurrence. Any sums the Insurer pays will reduce the amount of applicable aggregate limit available for any other payment. 6. The Tenants’ Legal Liability Limit, as shown in the Declarations, is the most the Insurer will pay under COVERAGE D for Compensatory Damages because of Property Damage to any one premises. 7. Subject to Paragraph 5. above, the Medical Payments Limit, as shown in the Declarations, is the most the Insurer will pay under COVERAGE C for all medical expenses because of Bodily Injury sustained by any one person. The Limits of Insurance of this Policy apply separately to each consecutive annual period and to any remaining period of less than twelve (12) months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than twelve (12) months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. 8. Deductible a. The Insurer’s obligation under Property Damage Liability, Bodily Injury Liability and Tenants' Legal Liability to pay Compensatory Damages on behalf of the Named Insured applies only to the amount of TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 18 of 27 Compensatory Damages in excess of any deductible amounts stated in the Declarations as applicable to such coverages, and the limit of insurance applicable to each Occurrence for Property Damage Liability, Bodily Injury Liability and any one premises for Tenants' Legal Liability coverage will be reduced by the amount of such deductible. b. The deductible amounts stated in the Declarations apply as follows: (1) under COVERAGE A: to all Compensatory Damages because of Bodily Injury and Property Damage as the result of any one Occurrence, regardless of the number of persons or organizations who sustain Compensatory Damages because of that Occurrence. (2) under COVERAGE D, Tenants' Legal Liability to all Compensatory Damages because of Property Damage as the result of any one Occurrence, regardless of the number of persons or organizations who sustain Compensatory Damages because of that Occurrence. c. The terms of this insurance, including those in respect to: (1) the Insurer’s right and duty to defend any Action seeking those Compensatory Damages; and (2) the Named Insured’s duties in the event of an Occurrence, claim or Action; apply irrespective of the application of the deductible amount. d. The Insurer may pay any part or all of the deductible amount to effect settlement of any claim or Action and, upon notification of the action taken, the Named Insured shall promptly reimburse the Insurer for such part of the deductible amount as has been paid by the Insurer. All damages arising out of one lot of goods or products prepared or acquired by the Named Insured, the Named Insured’s Employees or by another trading under the Named Insured’s name, shall be considered as arising out of one Occurrence as regards to Bodily Injury and Property Damage. The Insurer may pay all or part of the applicable deductible amount to effect settlement of any claim or Action and, upon notification of the action taken, the Named Insured shall promptly reimburse the Insurer for such part of the deductible amount as has been paid by the Insurer. The Named Insured’s duties in the event of an claim or Action apply irrespective of the application of the deductible amount. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the Insured or of the Insured’s estate will not relieve the Insurer of the Insurer’s obligations under this Policy. 2. Canadian Currency Clause All limits of insurance, premiums and other amounts as expressed in this Policy are in Canadian currency. 3. Changes This Policy contains all the agreements between the Named Insured and the Insurer concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this Policy with the Insurer’s consent. This Policy’s terms can be amended or waived only by endorsement issued by the Insurer and made a part of this Policy. 4. Duties in the Event of Occurrence, Offence, Claim or Action a. The Named Insured must see to it that the Insurer is notified as soon as practicable of an Occurrence or an offence, regardless of the amount, which may result in a claim. To the extent possible, notice should include: (1) how, when and where the Occurrence or offence 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 offence. Notice of an Occurrence or an offence is not notice of a claim or Action. b. If a claim is made or Action is brought against any Insured, the Named Insured must: (1) immediately record the specifics of the claim or Action and the date received; and (2) notify the Insurer as soon as practicable. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 19 of 27 The Insured must see to it that the Insurer receive written notice of the claim or Action as soon as practicable. Any notice shall be deemed to have been given and received on the day and at the time it is so received by the Insurer at the following address: Casualty Claims Department Trisura Guarantee Insurance Company 333 Bay Street, Suite 1610, Box 22 Toronto, Ontario M5H 2R2 Fax: (416) 214-9597 Email: claims@trisura.com c. The Named Insured and any other involved Insured must: (1) immediately send the Insurer copies of any demands, notices, summonses or any legal papers received in connection with the claim or Action; (2) authorize the Insurer to obtain records and other information; (3) cooperate with the Insurer in the investigation or settlement of the claim or defence against the Action; and (4) assist the Insurer, upon the Insurer’s request, in the enforcement of any right against any person or organization which may be liable to any insured because of injury or damage to which this insurance may also apply. d. No Insured will, except solely at that Insured’s own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without the Insurer’s consent. 5. Examination of the Named Insured’s Books and Records The Insurer may examine and audit the Named Insured’s books and records as they relate to this Policy at any time during the policy period and up to three (3) years afterward. 6. Governing Law and Service of Action This Policy shall be construed according to the laws of the province or territory in Canada in which the Named Insured has its head office. In the event of the failure by the Insurer to pay any amount claimed to be due under this Policy or any dispute whatsoever between any Insured and the Insurer relating to, arising from or involving this Policy (including but not limited to, the interpretation or meaning of any defined or undefined terms or any other issue(s) of interpretation impacting either the nature or scope of coverage provided by this Policy), it is hereby agreed and understood that both the Insurer and all Insureds irrevocably submit and attorn to the jurisdiction of the provincial or territorial superior court in Canada where either the Named Insured has its head office as listed in the Declarations or where the Insurer has its head office in Canada. Nothing in this condition constitutes or should be understood to constitute a waiver of the Insurer’s right to commence a proceeding in any provincial or territorial superior court in Canada or to seek the stay or dismissal of any proceeding against the Insurer to have the issues in that proceeding determined in a different provincial or territorial superior court in Canada. Further, no objection as to applicable law, forum or jurisdiction shall be raised by any Insured regardless of where an Occurrence takes place, where the resulting Bodily Injury, Property Damage or Personal and Advertising Injury is sustained or where the Action is commenced against any Insured. Service of process in any Action may be made upon the Insurer’s Chief Executive Officer in Canada at the Insurer’s address specified in Paragraph 10 of SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS of this Policy. 7. Inspection a. The Insurer has the right to: (1) make inspections and surveys at any time; (2) give the Named Insured reports on the conditions the Insurer finds; and (3) recommend changes. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 20 of 27 b. The Insurer is not obligated to make any inspections, surveys, reports or recommendations and any such actions the Insurer does undertake relate only to insurability and the premiums to be charged. The Insurer does not make safety inspections. The Insurer does not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. The Insurer does not warrant that conditions: (1) are safe or healthful; or (2) comply with any laws, regulations, codes or standards. c. Paragraphs a. and b. of this condition apply not only to the Insurer, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 8. Legal Action Against the Insurer No person or organization has a right under this Policy: a. To join the Insurer as a party or otherwise bring the Insurer into an Action asking for Compensatory Damages from an Insured; or b. To sue the Insurer on this Policy unless all of its terms have been fully complied with. A person or organization may sue the Insurer to recover on an agreed settlement or on a final judgment against any Insured; but the Insurer will not be liable for Compensatory Damages that are not payable under the terms of this Policy or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by the Insurer, the Named Insured and the claimant or the claimant’s legal representative. Every action or proceeding against an insurer for the recovery of insurance money payable under contract is absolutely barred unless commenced within the time set out in the Insurance Act or other applicable legislation. 9. Named Insureds and Premiums a. The first Named Insured shown in the Declarations: (1) is responsible for all premiums due; (2) is authorized to act on behalf of all persons or organizations insured under this Policy with respect to all matters pertaining to their insurance afforded by this Policy; and (3) will be the payee for any return premiums the Insurer pays; b. Each Named Insured is jointly and severally liable for: (1) all premiums due under this Policy; (2) all obligations that arise due to any deductible or reimbursement amounts (as may be applicable) including any claim expenses; and (3) any other financial obligations of any Named Insured to the Insurer arising out of any agreements contained in this Policy. 10. Notices All notices, other than notice of occurrence, offence, claim or Action, shall be given in writing addressed to: Casualty Solutions Department Trisura Guarantee Insurance Company 333 Bay Street, Suite 1610, Box 22 Toronto, Ontario M5H 2R2 Fax: (416) 214-9597 11. Other Insurance If other valid and collectible insurance is available to the Named Insured for a loss the Insurer covers under COVERAGES A, B or D of this Policy, the Insurer’s obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If this insurance is primary, the Insurer’s obligations are not affected unless any other insurance is also primary. Then, the Insurer will share with all that other insurance by the method described in c. below. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 21 of 27 b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) that is Property Insurance, including but not limited to Fire, Extended Coverage, Builder’s Risk, Installation Floater or similar coverage for The Named Insured’s Work; (b) that is Fire Insurance for premises rented to the Named Insured or temporarily occupied by the Named Insured with permission of the owner; (c) if the loss arises out of the maintenance or use of aircraft, Automobiles or watercraft to the extent not subject to Exclusions e. or f. of SECTION I – COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY; or (d) that is Professional or Medical Malpractice insurance. (2) Any other primary insurance available to the Named Insured covering liability for Compensatory Damages arising out of the premises or operations or products-completed operations for which the Named Insured has been added as an additional insured by attachment of an endorsement. When this insurance is excess, the Insurer will have no duty under COVERAGES A, B or D to defend the Insured against any Action if any other insurer has a duty to defend the Insured against that Action. If no other insurer defends, the Insurer will undertake to do so, but the Insurer will be entitled to the Insured’s rights against all those other insurers. When this insurance is excess over other insurance, the Insurer will pay only the Insurer’s share of the amount of the loss, if any, that exceeds the sum of: (1) the total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) the total of all deductible and self-insured amounts under all that other insurance. The Insurer 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 Insurance shown in the Declarations of this Policy. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, the Insurer will follow this method also. Under this approach each insurer contributes equal amounts until each insurer has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, the Insurer 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 insurance of all insurers. 12. Premium Adjustment a. The Insurer will compute all premiums for this Policy in accordance with the Insurer’s rules and rates. b. Premium shown in this Policy as advance premium is considered a deposit premium only. At the end of each policy period the Insurer will compute the earned premium for that period, if such earned premium is greater than the liability premium initially charged, the first Named Insured shall pay the excess to the Insurer. If, however the earned premium is less than the liability premium initially charged, the Insurer will return the excess to the first Named Insured subject to the minimum retained premium shown in the Declarations. c. The first Named Insured in the Declarations must keep records of the information the Insurer needs for premium computation, and send the Insurer copies at such times as the Insurer may request. 13. Representations or Fraud By accepting this Policy, the Named Insured agrees: a. the statements in the Declarations are accurate and complete; b. those statements are based upon representations the Named Insured made to the Insurer; c. the Insurer has issued this Policy in reliance upon the Named Insured’s representations; and d. this Policy is void in any case of fraud by the Named Insured as it relates to this Policy or any claim under this Policy. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 22 of 27 14. Separation of Insureds, Cross Liability Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first 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 Action is brought. 15. Termination a. The first Named Insured shown in the Declarations may terminate this Policy by mailing or delivering to the Insurer advance written notice of termination. b. The Insurer may terminate this Policy by mailing or delivering to the first Named Insured, written notice of termination at least: (1) fifteen (15) days before the effective date of termination if the Insurer terminates for non-payment of premium; or (2) thirty (30) days before the effective date of termination if the Insurer terminates for any other reason. Except in Quebec if notice is mailed, termination takes effect 15 or 30 days after receipt of the letter by the post office to which it is addressed depending upon the reason for termination. Proof of mailing will be sufficient proof of notice. c. The Insurer will mail the Insurer’s notice to the first Named Insured’s last known mailing address to the Insurer. d. Notice of termination will state the effective date of termination. The policy period will end on that date. e. If this Policy is terminated, the Insurer will send the first Named Insured any premium refund due. If the Insurer terminates, the refund will be pro rata. If the first Named Insured terminates, the refund may be less than pro rata. The termination will be effective even if the Insurer has not made or offered a refund. 16. Transfer Of Rights Of Recovery Against Others To the Insurer If the Insured has rights to recover all or part of any payment the Insurer has made under this Policy, those rights are transferred to the Insurer. The Insured must do nothing after loss to impair the Insurer’s rights. At the Insurer’s request, the Insured will bring Action or transfer those rights to the Insurer and help the Insurer enforce them. 17. Transfer of the Named Insured’s Rights and Duties Under This Policy The Named Insured’s rights and duties under this Policy may not be transferred without the Insurer’s written consent except in the case of death of an individual Named Insured. If the Named Insured dies, the Named Insured’s rights and duties will be transferred to the Named Insured’s legal representative but only while acting within the scope of duties as the Named Insured’s legal representative. Until the Named Insured’s legal representative is appointed, anyone having proper temporary custody of the Named Insured’s property will have the Named Insured’s rights and duties but only with respect to that property. SECTION V – DEFINITIONS 1. Abuse means, but is not limited to, any act or threat involving molestation, harassment, corporal punishment, assault, battery, or any other form of physical, sexual, mental, psychological or emotional abuse. 2. Action means a civil proceeding in which Compensatory Damages because of Bodily Injury, Property Damage or Personal and Advertising Injury to which this insurance applies are alleged. Action includes: a. an arbitration proceeding in which such Compensatory Damages are claimed and to which the Insured must submit or does submit with the Insurer’s consent; or b. any other alternative dispute resolution proceeding in which such Compensatory Damages are claimed and to which the Insured submits with the Insurer’s consent. 3. Advertisement means a notice that is broadcast or published to the general public or specific market segments about the Named Insured’s 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 TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 23 of 27 b. regarding web-sites, only that part of a web-site that is about the Named Insured’s goods, products or services for the purposes of attracting customers or supporters is considered an Advertisement. 4. Automobile means a self-propelled land motor vehicle, trailer or semitrailer (including machinery, apparatus or equipment attached thereto) required by law to be insured under a contract evidenced by a motor vehicle liability policy or any vehicle insured under such a contract. 5. Bodily Injury means bodily injury, sickness or disease sustained by a person and if arising out of the foregoing, disability, emotional distress, mental anguish, mental injury, shock or death. 6. Compensatory Damages means damages due or awarded in payment for actual injury or economic loss. Compensatory Damages does not include punitive or exemplary damages or the multiple portion of any multiplied damage award. 7. Coverage Territory means: a. Canada and 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 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 the Named Insured in the territory described in a. above; (2) the activities of an Insured person whose home is in the territory described in a. above, but is away for a short time on the Named Insured’s business; or (3) Personal and Advertising Injury offenses that take place through the Internet or similar electronic means of communication provided the Insured’s responsibility to pay Compensatory Damages is determined in an Action on the merits, in the territory described in a. above or in a settlement the Insurer agrees to. 8. Electronic Data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including but not limited to 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. 9. Employee includes a Leased Worker and a Temporary Worker. 10. Executive Officer means a person holding any of the officer positions created by the Named Insured’s charter, constitution, by-laws or any other similar governing document. 11. Fissionable Substance means any prescribed substance that is, or from which can be obtained, a substance capable of releasing atomic energy by nuclear fission. 12. Fungi includes, but is not limited to, any form or type of mould, yeast, mushroom or mildew whether or not allergenic, pathogenic or toxigenic, and any substance, vapour or gas produced by, emitted from or arising out of any Fungi or Spores or resultant mycotoxins, allergens or pathogens. 13. Hostile Fire means one which becomes uncontrollable or breaks out from where it was intended to be. 14. Impaired Property means tangible property, other than The Named Insured’s Product or The Named Insured’s Work, that cannot be used or is less useful because: a. it incorporates The Named Insured’s Product or The Named Insured’s Work that is known or thought to be defective, deficient, inadequate or dangerous; or b. the Named Insured has failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. the repair, replacement, adjustment or removal of The Named Insured’s Product or The Named Insured’s Work; or b. the Named Insured fulfilling the terms of the contract or agreement. 15. Incidental Medical Malpractice Injury means Bodily Injury arising out of the rendering of or failure to render, during the policy period, the following services: TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 24 of 27 a. medical, surgical, dental, x-ray or nursing services or treatment or the furnishing of food or beverages in connection therewith; or b. the furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances; by any Insured or any indemnitee causing the Incidental Medical Malpractice Injury who is not engaged in the business or occupation of providing any of the services described in a. and b. above. 16. 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 to premises while rented to the Named Insured or temporarily occupied by the Named Insured with permission of the owner is not an Insured Contract; b. a sidetrack agreement; c. an easement or license agreement in connection with vehicle or pedestrian private railroad crossings at grade; d. any other easement agreement; e. an obligation, as required by ordinance or by-law, to indemnify a municipality, except in connection with work for a municipality; f. an elevator maintenance agreement; g. that part of any other contract or agreement pertaining to the Named Insured’s business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Named Insured assumes the tort liability of another party to pay for Compensatory Damages because of Bodily Injury or Property Damage to a third person or organization, provided the Bodily Injury or Property Damage is caused, in whole or in part, by the Named Insured or by those acting on the Named Insured’s behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph g. does not include that part of any contract or agreement: (1) 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 (2) under which the Named Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the Named Insured’s rendering or failure to render Professional Services, including those listed in (1) above and any supervisory, inspection, architectural or engineering activities. 17. Lead means, but is not limited to, Lead in any form, lead leachate, lead in any property or materials, heavy, ductile, soft, solid, naturally occurring metallic element used in paints, pipes, solder, pottery and batteries and in any substance, on land, in air, in water or any dust containing Lead. 18. Leased Worker means a person leased to the Named Insured by a labour leasing firm under an agreement between the Named Insured and the labour leasing firm, to perform duties related to the conduct of the Named Insured’s business. Leased Worker does not include a Temporary Worker. 19. 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 Automobile; b. while it is in or on an aircraft, watercraft or Automobile; or c. while it is being moved from an aircraft, watercraft or Automobile 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 Automobile. 20. Nuclear Energy Hazard means the radioactive, toxic, explosive, or other hazardous properties of Radioactive Material. 21. Nuclear Facility means: a. any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of plutonium, thorium and uranium or any one or more of them; TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 25 of 27 b. any equipment or device designed or used for: (1) separating the isotopes of plutonium, thorium and uranium or any one or more of them; (2) processing or utilizing spent fuel; or (3) handling, processing or packaging waste; c. any equipment or device used for the processing, fabricating or alloying of plutonium, thorium or uranium enriched in the isotope uranium 233 or in the isotope uranium 235, or any one or more of them if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; d. any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste Radioactive Material; and includes the site on which any of the foregoing is located, together with all operations conducted thereon and all premises used for such operations. 22. Occurrence means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 23. Personal and Advertising Injury means injury, including consequential Bodily Injury, arising out of one or more of the following offences: 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; f. the use of another’s advertising idea in the Named Insured’s Advertisement; or g. infringing upon another’s copyright, trade dress or slogan in the Named Insured’s Advertisement. All Personal and Advertising Injury arising out of the same or similar material, regardless of the mode in which such material is communicated, including but not limited to publication by means of Internet, extra-net, email or website, will be considered as arising solely out of one offence. 24. Pollutants means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, odour, vapour, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 25. Products-Completed Operations Hazard: a. Includes all Bodily Injury and Property Damage occurring away from premises the Named Insured owns or rents and arising out of The Named Insured’s Product or The Named Insured’s Work except: (1) products that are still in the Named Insured’s physical possession; or (2) work that has not yet been completed or abandoned. However, The Named Insured’s Work will be deemed completed at the earliest of the following times: (a) when all of the work called for in the Named Insured’s contract has been completed. (b) when all of the work to be done at the job site has been completed if the Named Insured’s 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 that is not owned or operated by the Named Insured, and that condition was created by the Loading or Unloading of that vehicle by the Named Insured; or (2) the existence of tools, uninstalled equipment or abandoned or unused materials. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 26 of 27 26. Professional Services shall include but not be limited to: a. medical, surgical, dental, x-ray or nursing service or treatment, or the furnishing of food or beverages in connection therewith; b. any professional service or treatment conducive to health; c. professional services of a pharmacist; d. the furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances; e. the handling or treatment of deceased human bodies including autopsies, organ donations or other procedures; f. any cosmetic, body piercing, tonsorial, massage, physiotherapy, chiropody, hearing aid, optical or optometrical services or treatments; g. the preparation or approval of maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; h. supervisory, inspection, architectural, design or engineering services; i. accountant’s, advertiser’s, notary’s (Quebec), public notary’s, paralegal’s, lawyer’s, real estate broker’s or agent’s, insurance broker’s or agent’s, travel agent’s, financial institution’s, or consultant’s professional advices or activities; j. any computer programming or re-programming, consulting, advisory or related services; or k. claim investigation, adjustment, appraisal, survey or audit services. 27. 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. 28. Radioactive Material means uranium, thorium, plutonium, neptunium, their respective derivatives and compounds, radioactive isotopes of other elements and any other substances which may be designated by or pursuant to any law, act or statute, or law amendatory thereof as being prescribed substances capable of releasing atomic energy, or as being requisite for the production, use or application of atomic energy. 29. Silica means, but is not limited to, any substance containing silicon dioxide (SiO2), including, but not limited to, crystalline or non-crystalline silica, silica particles, silica compounds, Silica Dust or synthetic silica, including but not limited to precipitated silica, silica gel, fumed silica or silica flour. 30. Silica Dust means dust containing Silica alone or mixed with any other dust or fiber(s). 31. Spores includes, but is not limited to, any reproductive particle or microscopic fragment produced by, emitted from or arising out of any Fungi. 32. Temporary Worker means a person who is furnished to the Named Insured to substitute for a permanent Employee on leave or to meet seasonal or short-term workload conditions. 33. Terrorism means an ideologically motivated unlawful act or acts, including but not limited to the use of violence or force or threat of violence or force, committed by or on behalf of any group(s), organization(s) or government(s) for the purpose of influencing any government and/or instilling fear in the public or a section of the public. 34. The Named Insured’s Product: a. Means: (1) any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) the Named Insured; (b) others trading under the Named Insured’s name; or (c) a person or organization whose business or assets the Named Insured has acquired; and (2) containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. TGLE.001 (05/17) Trisura Guarantee Insurance Company Page 27 of 27 b. Includes: (1) warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of The Named Insured’s 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. 35. The Named Insured’s Work: a. Means: (1) work or operations performed by the Named Insured or on the Named Insured’s 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 The Named Insured’s Work; and (2) the providing of or failure to provide warnings or instructions. 36. Volunteer Worker means a person who is not the Named Insured’s Employee, and who donates his or her work and acts at the direction of and within the scope of duties determined by the Named Insured, and is not paid a fee, salary or other compensation by the Named Insured or anyone else for their work performed for the Named Insured. SECTION VI – DESCRIPTION OF TERMS USED FOR PREMIUM BASIS 1. Area - the total number of square metres of the buildings to be insured excluding that portion of the basement used exclusively for storage or that portion of the premises used for heating or air conditioning plant purposes. Rates apply per 100 square metres of area. 2. Cost of Work - the total cost of all operations performed for the Named Insured during the policy period by independent contractors, including materials used or delivered for use by whomsoever supplied, except maintenance or ordinary alterations and repairs on premises owned or rented by the Named Insured. Rates apply per $1,000 of cost of work. 3. Revenue - the gross amount of money charged for all work or services performed by or on behalf of the Named Insured or goods and products sold and distributed by the Named Insured or by others trading under the Named Insured’s name during the policy period. Rates apply per $1,000 of revenue. 4. Payroll - the total earnings during the policy period for each owner, partner, Executive Officer or Employee. For Employer’s Liability, payroll not to exceed $5,000.00 for each owner, partner, Executive Officer or Employee, in any one policy year. Rates apply per $1,000 of payroll. 5. Other - rates apply per designated article (i.e. person, object, event).