Loading...
Insurance Certificates 2021/22 Clubessential Holdings, LLCA Rif CERTIFICATE OF LIABILITY INSURANCE 7DATIE(MM/DDIYYYY) 1/1712021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER NAME! Susan D. Masters, CIC Arthur J. Gallagher Risk Management Services, Inc. PHONE 513=977-3139 Fv Na 201 E. 4th Street, Ste 625 E-MAIL Cincinnati OH 45202 ADDRESS: Susan masters-ohAajq.com INSURERS AFFORDING COVERAGE NAIC# INSURERA: Continental Insurance Company 35289 INSURED CLUBLLC-01 INSURER B : Continental Casually Company 20443 Clubessential Holdings, LLC 4600 McAuley Place Ste 350 INSURERC: Valley Fore Insurance Company 20508 Cincinnati OH 45242-4765 INSURER D: Ascots ecial Insurance Company INSURER E: Crum & Forster S ecial Insurance Cc 44520 INSURER F COVERAGES CERTIFICATE NUMBER- 11 7494349 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TNSR ADDL B POLICYEFF POL[Scy F M LTR TYPEOFINSURANCE 1NVD POLICYNUMBER MMIDDIYY MIDGIYYYY LIMITS C X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR Y N 6079684571 11/15/2021 11/15/2022 t�EACHOCCURRENCE PAhMGE50 PEW a�ro $1.000.000 $ 100.000 MED EXP (Any one person) $ 5,000 PERSONAL 8 ADV INJURY $ 1.000,000 GEN'LAGGREGATE LIMIT APPME$PER: GENERAL AGGREGATE $2.000,000 POLICY jE � LOC PRODUCTS-COMP/OPAGG $2,000.000 OTHER: C AUTOMOBILE LIABILITY N N 6079684568 11/15/2021 11/15/2022 O BINEnl g_auci ED51NGLE.LihrtT $ 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) S _[HRer asag0 DAi�iAG0 $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY X $75,000 Hired PhyDam Hired PhyOam A X UMBRELLA LIAB X OCCUR N 6079684604 11/1512021 11/15/2022 EACH OCCURRENCE $2.000,000 AGGREGATE $2,000,000 EXCESS LIAB CLAIMS -MADE DE D X RETENTIONS $ A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER EXECUTIVE Y 6079684599 WC679684585 11/15/2021 11/15/2021 11115/2022 11 /15/2022 X P H- STATUTE ER E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? N / A E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory In NH) Ir yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT $ 1,000,000 E ProflCyber-CM TCM101288 3/23/2021 3121/2022 Ea Claim/Agg $5,000,000 B Crime-3rd Party D Excess ProflCyber-CM 652175238 EOXS2110000601-01 11/1512021 3123/2021 11/1512022 3/2312022 Ea CIaIm $1,000,000 Ea Claim $5,000,000 DESCRIPTION OF OPERATIONS f LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Complete Named Insured: Clubessential Holdings LLC; CE Management Holdings, LLC; Clubessential, LLC; ClubReady, LLC; LEGP II Blocker(CR), Inc; ClubReady Canada Software ULC; GYM HQ, LLC; FitBPO Solutions, LLC; PrestoSports, LLC; RecTrac, LLC dba Vermont Systems; Immersion Media, Inc. dba ScoreShots; (eff 1/29/21) iKizmet, Inc; (eff 2/19121) Golf Compete, Inc dba fore UP; (eff 5/25/21): Exerp Buy Co.; Exerp America Inc.; Exerp Holdings ApS; Exerp ApS; Exerp Asia -Pacific Pty Ltd OH Employers Defense Liability(Stop Gap): Policy#6079684571 11/1512021-11/15/2022$1,000,000/$1,000,000/$11000,000 CGL: CNA74872XX(01/15) CNA Technology Broadening Endorsement provides: See Attached... CERTIFICATE HOLDER CANCELLATION City of La Quinta 78-495 Calle Tampico La Quinta CA 92253 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 2' of 37 1791 AGENCY CUSTOMER ID:. CLUBLLC-01 LOC #: ACCW E)� ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Arthur J. Gallagher Risk Management Services, Inc. NAMED INSURED Clubessential Holdings, LLC 4600 McAuley Place Ste 350 Cincinnati OH 45242-4765 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE -Additional Insured by Contract, Agreement or Permit when required in a written contract with you; -Waiver of Subrogation when required in a written contract with you PKG: CNA62665XX(10/15) CNA Paramount Technology Broadening Endorsement provides: -Employee Dishonesty including ERISA $50,000 Ea Occ Limit/$2,500 Deductible CA2048(10/13) Blanket Additional Insured when required in a written contract with you CA0444(10/13) Blanket Waiver of Subrogation when required in a written contract with you WC: WC000313(04/84) Blanket Waiver of Subrogation when required in a written contract with you where allowed by State law. WC: WC420304B(06/14) Texas Blanket Waiver of Subrogation when required in a written contract with you. Umbrella is follow form regarding underlying: CGL BA WC Prof/Cyber Retention; $50,000; Retro Active 3/23111 Prof/Cyber: TCM-POL-001 (01119) C&F TCM Technology E&0, Cyber and Multimedia Liability Insurance Policy coverage form: -pg 6 Automatic Additional Insured status when required by.written contract with you; -pg 15 Automatic Waiver of Subrogation where required by written contract with you. Third Party Crime Deductible: $5,000 Excess Prof/Cyber: Underlying Limit $5,000,000; Underlying Retention $50,000, Retro Active 3/23/2020 The City of La Quinta is additional insured with regard to general liability on a primary and non-contributory basis where required by written contract. A workers' compensation waiver of subrogation applies in favor of the City of La Quinta. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 3" of 37 1791 g� 0 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance S. Bodily Injury — Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury — Exception for Reasonable Force 8. in Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/PartnershiplUmlted Liability Companies 11. Legal Liability — Damage To Premises 12. Medical Payments I& Non -owned Aircraft Coverage 14. Non -owned Watercraft 15. Personal And Advertising Injury — Dlscriminatlon or Humiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Property Damage — Patterns, Molds and Dles 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogatlon — Blanket CNA7487M (11-115) Page 1 of 14 Nat'l Fire Ins Co of Hartford Polley No: Endorsement No: Effective Date: 6079684571 6 11 /15/2021 Insured Name: Valley Forge Insurance Company Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services oflfoe, Inc., with Its perrNsslon. 4' of 37 1791 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured Is required to add as an additional Insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily Injury or property damage; or (b) the offense that caused the personal and advertising Injury, for which such additional insured seeks coverage, b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional Insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and In no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily Injury, property damage or personal and advertlsing injury arlsing out of: I. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, now construction or demolition operations performed by, on behalf of, or for such additional insured, B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this Insurance but only with respect to such co-owne's liability for bodily Injury, property damage or personal and advertising Injury as co-owner of such premises. C. Grantor of Franclhise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organizatlon's liability for bodily injury, property damage or personal and advertising Injury as grantor of a franchise to the Named Insured. D. Lemar of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising Injury caused, In whole or In part, by the Named Insured's maintenance, operation or use of such equipment, provided that the oomrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising Injury takes place prior to the termination of such lease. CNA74872XX (1-15) Pace 2 of 14 Valley Forge Insurance Company Insured Name: CLUBESSENTIAL HOLDINGS LLC Policy No: 6079684571 Endorsement No: 6 Effective pate: 11/15/2021 Copyright CNA AC ftIts Reserved. Includes copyrighted material of Insurance Servlces Offke, Ina, 9IAIh its perWsslon. 5' of 37 1791 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily Injury, property damage or personal and advertising Injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily Injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the terminaffon of such lease. The coverage granted by this paragraph does not apply to structural alteratlons, new construction or demolition operations performed by, on behalf of, or for such additional Insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily Injury, property damage or personal and advertising Injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily Injury or property damage, or the offense giving rise to such personal and advertising Injury, takes place prior to the termination of such lease. The coverage granted .by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. Q. Mortgegeer Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily Injury, property damage or personal and advertising Injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision -or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has Issued a permit or authorization but only with respect to such state or governmental agency or subdivision or polltical subdivision's liability for ]bodily Injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this Insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, •manholes, marquess, halstaway openings, sidewalk vaults, street banners, or decoratiohs and similar exposures: or b. the construction, erection, or removal of elevators: or c. the ownership, maintenance or use of any elevators covered by this Insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property. damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. GNA74872XX (1-15) Paae 9 of 14 Valley Forge Insurance Company Insures Name: CLUBESSENTIAL HOLDINGS LLC Policy No: 6079684571 Endorsement No: 6 Effective Date: 11/15/2021 Copyrlght CNA All Rights Inc smed. Indudea oopylghted materiel of luxance 9ervim otilce, Inc„ with lie permMon. 6' of 37 1791 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured Is required to include as an additional insured, but only with respect to such person or organization's liability for bodily Injury, property damage or personal and advertising Injury caused by: a. the Named Ins irell's acts or omissions; or IL the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily Injury or property damage Included within the products-cornrplleted operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or Property damage arising out of your products which are distributed or sold In the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily inbuy or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made Intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of Inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged In the original container; e. any failure to make any Inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises In connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or Ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or properly damage arising out of the sole ,negligence of such person or organization for Its own acts or omissions or those of Its employees or anyone sire acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained In Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Mnsured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of they products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA74872XX (1-15) Pacts 4 of 14 Valley Forge Insurance Company Insured Name: CLUBESSENTIAL HOLDINGS LLC Polley No: Endorsement No: Effective Date: 6079684571 6 11/15/2021 Copyright CNA AII RVA9 Fkwrved, Includea copyrl"d materiel of Insurance services of [G% Inc., with Its permisslon, 7" of 37 1791 P OVA CNA PARAMOUNT Technology General Liability Extension Endorsement 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; ' b. to any of your products for which coverage Is excluded by endorsement to this Coverage Part; nor o. it bodily Injury or property damage included within the products -completed operations hazard Is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who Is not an additional insured under Paragraphs A. through J. above. Such additional Insured is an Insured solely for bodily Injury, property damage or personal and advertising Injury for which such additional Insured Is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who Is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. far bodily Injury or properly damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described In the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named insured to provide the additional Insured such coverage; and c, the bodily injury or,property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSUREDS INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this Insurance is primary and non- contributory relative to an additional insured's own insurance, then this Insurance Is primary, and the Insurer will not seek contribution from that other Insurance. For the purpose of this Provision 2., the additional insured's own Insurance means insurance on which the additional insured is it named insured. S. With respect to persons or organizations that quality as additional insureds pursuant to paragraph I.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY — EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, Including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Sult Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA74872M (1-15) Pace 5 of 14 Valley Forge Insurance Company insured Name: CLUBESSENTIAL HOLDINGS LLC Policy No: Endorsement No: Effective Date: 6079684571 6 11 / 15/2021 Copyright CNA All Rights Reserved. Includes 00pyrlghWI material of Insurance SerVoes Office, Inc., Wth its permission. 8' of 37 1791 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occuirrence, offense or claim only when the occurrence, offense or claim Is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named InsurecPs rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Irmffed's reasonable belief that the bodily Injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured Is aware that this insurance may apply to such occurrence, offense or claim. S. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. In its entirety and replace it with the following: 3. Pursuant to the limitations described In Paragraph 4. below, any organization In which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its ooverage is broader or narrower than that provided by this insurance, But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES I PARTNERSHIP I LIMITED LIABILITY COMPANIES provision, management control means: A. owning Interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named ihsurede by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily Injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases, S. The Insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other tradng names or doing -business -as names (dba) as any Named Insured should choose. to employ. GNA74872XX (1-15) Paae 6 of 14 Valley Forge Insurance Company Insured Name: CLUBESSENTIAL HOLDINGS LLC Policy No: 6079684571. Endorsement No: 6 Effective Date: 11/15/2021 copyright CN#kM Rfgfrts Reserved. Includes copyrighted rmtertal of Insurance SenAces office. Inc., with ds permissron. 9' of 37 1791 F a b CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy: provided, however, coverage Is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, In the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such persons capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnershlp Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY -- EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A -- Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended.injury and replace It with the following: This insurance does not apply to: 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. 6. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated In the same manner as though the action were In personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily Injury that arises out of a health care incident: A. Under COVERAGES, Coverage A —Bodily tnjury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b42) with the following: b. This Insurance applles to bodily Injury provided that the professional health care services are Incidental to the Named Insured's primary business purpose, and only If: (1) such bodily injury Is caused by an occurrence that takes place In the coverage territory. (2) the bodily Injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Covurage A — Bodily Injury And Properly Damage Liability, the paragraph entitled Exclusions is amended to: I. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily Injury arising from a health care Incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). li. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Pace 7 of 14 Valley Forge Insurance Company insured Name: CLUBESSEN`I'IAL HOLDINGS LLC Pollcy No; 6079684571 Endorsement No: 6 Effective Date: 11 /15/2021 Copyright CNA OJI Rights Reserved. Inawdes capyrighted material of Insursnce 5eMms Me, Inc., VAIN Its parmlealon. 10" of 37 1791 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following addltlorial exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that Includas but shall not be limited to claims based on an Individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. MadicarelMedicaid Fraud any actual or alleged vlolatlon of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: 1. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professlonal health care services on behalf of the Named Insured or b. Good Samaritan services rendered In an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers In their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic, f. Dentist; g. Physical therapist; h. Psychologist; 1. Speech therapist; 1. Other allied health professional; or Professional heallh rare services does not include any services rendered in connection with human clinical trials or product testing. GNA74872XX (1-16) Policy No: 6079684571 Page 8 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date: 11/15/2021 InsureCl Name: CLUSESSENTIAL HOLDINGS LLC Copyrlght CNA All FUghts ;=teserved. Includes copyrighted mateft of Insurance Sanrkes Offlcs, lrrr:., with Its pemfisslon. 11" of 37 1791 mm OVA CNA PARAMOUNT Technology General Liability Extension Endorsement li. delete the definition of occurrence and replace it'whh the following: Occurrence means a health care incident. Ali acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; Ill. amend the definition of Insured to: a, add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily Injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily Injury to a volunteer worker while performing dules related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident, the Named Insured's volunteer workers are Insureds with respect to: (1) bodily Injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily Injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily Injury arises out of a health care Incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. o. add the following: Insured does not include any,physician while acting in his or her capacity as such. D. The Other Insurance condition Is amended to delete Paragraph b.(1) in its entirety and replace It with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other Insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage, 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace It with the following: No person or organization is an Insured with respect to: • the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor • the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy perlod, then such CNA74872XX (f-15) Page 9 of 14 Valley Forge Insurance Company Insured Name: CLIISESSENTTAL HOLDINGS LLC Policy No: Endorsement No: Effective Date; 6079684571 6 11 /15/2021 Copyright CNA AQ Fllgh%Rpfaarved. Includes copyrighted material ar Insurance Sendces o1Rce, Inc., vlth Qa permiaslan, 12' of 37 1791 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insured is an Insured with respect to Its Interest In such joint venture, partnership or. limited liability company but only to the extent that: a. any offense giving rise to personal and advertlaing Injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible Insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY —DAMAGE TO PREMISES A. Under COVERAGES, Coverage A -- Bodily Injury and Property Damage Liabilisty, the paragraph entitled Exclusions Is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (11 (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named insured with the permission of the owner, nor to the contents of premises rented to the Named Irrsured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, average A — Bodily Injury and Property Damage Llabllfty, the paragraph entitled Excluslorm is amended to delete Its last paragraph and replace It with the following: Exclusions c. through In. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE Is amended to delete Paragraph S. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit Is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises M the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit Is $500,000. unless a higher Damage to Premises Rented to You Limit is shown In the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1Xax11), and replace it with the following: (IQ That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply If liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. CNA74872XX (1-15) Pollcy No: 6079684571 Page 10 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date: 11/15/2021 Insured Name: CLUSESSENTIAL HOLDINGS LLC Copyright CNN A1I Alghta Reserved. Includes copyrighted material of Insurance Services OfQea, Inc., with Its permisslon. 13' of 37 1791 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE Is amended to delete Paragraph 7. (the Medical Expense Limit) and replace It with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit Is the most the Insurer will pay under Coverage C -- Medical Payments for all medical expenses because of bodily Injury sustained by any one person. The Medical Expense Limit Is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown In the Declarations for Medical Expense Limit. S. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments Is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liablllty, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Inured, provided that: 1. the pilot In command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot, 2. the aircraff Is rented with a trained, paid crew to the Named insured; and M1 9 S. the aircraft is not being used to carry persons or property for a charge. 14. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A -- Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Alrera% Auto or Watercraft, and n replace It with the following. This exclusion does not apply to: (2) a watercraft that Is not owned by any Named Insured, provided the watercraft is: p (a) less than 75 feet long; ,and (b) not being used to carry persons or property for a charge. 1& PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising Injury Is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions Is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This Insurance does not apply to: i� CNA74872XX (1-15) Policy No: 6079684571 Pace 11 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date: 11/15/2021 Insured Nance: CLUBESSWUhL HOLDINGS LLC copyright CNA Ail Rights Fbsenred. Includes copyAgNed material oll Insurance Services OrAce, Inc.. with Its peudsslan. 14' of 37 1791 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Knowing Violation of RWs 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. This exclusion shall not apply to discrimination or humiliation that results In Injury to the feelings or reputation of a natural person, but only If such discrimination or humiliation is not done intentionally by or at the- direction of: (a) the Narned Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to. Employment Relaled Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Prembm Related Dlscriminatlon dhwimination or humiliation arising out of the sale, rental, lease or sublease or prospective sale, rental, lease or sublease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or Imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from a Provision 1. ADDITIONAL INSURED of this endorsement; or e attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage 8 -Personal and Advertising Injury Liability, the paragraph entitled Excluslons Is amended to delete the exclusion entitled Contractual liability and replace it with the following: This Insurance does not apply to: Contractual LlabilMy Personal and advertising Injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to fiability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or adverllshrg Injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed In an Insured contract, reasonable attorney fees and necessary litigation expenses Incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract, and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. ONA7487M (1-15) Page 12 of 14 Valley Forge Insurance Company Insured Name: CLUBESSENTIAL HOLDINGS LLC Policy No: 6079684571 Endorsement No: 6 Effective Date: 11/15/2021 Copyr(ght CNA NI Rights Reserved. Includes copyrighted material of Insurance services ofpae, Inc., with Its permission. 15• of 37 1791 0 0 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS Is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal. or advertising Injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changos are mado to the Saction entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged In such suit are such that no conflict appears to exist between the interests of the llraw6d'and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 21(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in. the defense of that Indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation .expenses Incurred by the indemnites at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising Injury and will not reduce the Ilmits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE —ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions Is amended to add the following paragraph: This Insurance Is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that Is Property insurance covering property of others damaged from the use of elevators. 16. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph i.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. Is amended to delete the limit of $250 shown for daily lass of earnings and replace it with a $1.000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions Is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: CNA7487M (1-15) Pane 13-of 14 Valley Forge Insurance Company Insured Name: CLUBESSENTIAL HOLDINGS LLC Policy No: Endorsement No: Effective. Date: 6079GB4571 6 11/15/2021 Copyrighl CNA All FUghts Fleserved. Includes copyrighted material of Insurance Services oflloe, Inc., with Its pern aloe. 16' of 37 1791 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property Insurance available to the insured, including any deductible applicable to such insurance; the Other Insurance oondition Is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the Inception date of the Named Insured's Coverage Part, the insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following; The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard, However, this waiver applies only when the Named Insured has agreed In writing to waive such rights of recovery In a written contract or written agreement, and only if such contract or agreement: 1. is in effector becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date Is shown below, and expires concurrently with said Policy. CNA74872XX (1-15) Paaa 14 of 14 Valley Forge Insurance Company Insured Name: CLUBESSENTIAL HOLDINGS LLC Policy No: Endorsement No: Effective Date; 6079684571 6 11 /15/2021 Copyright CNAAM Rights Reserved, Irfdudes copyrIghted ma6erlal al Inauance Services Office, Inc., with Its permisalon. 17' of 37 1791 CNAA Business Auto Policy Policy Endorsement THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement Identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability _ Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: CLUBESSENTIAL HOLDINGS LLC Endorsement Effective Date: 11 /15/2021 alL s. > IM Name Of Person(s) Or Organization Is}: ANY PERSON OR ORGANIZATION THAT THE NAMED INSURED IS OBLIGATED TO PROVIDE INSURANCE WHERE REQUIRED BY A WRITTEN CONTRACT OR AGREEMENT IS AN INSURED,BUT ONLY WITH RESPECT TO LEGAL RESPONSIBILITY FOR ACTS OR OMISSIONS OF A PERSON/ORGANIZATION FOR WHOM LIABILITY COVERAGE IS AFFORDED UNDER THIS POLICY. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule Is an "Insured" for Covered Autos I -lability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2, of Section I - Covered Autos Coveragesof the Auto Dealers Coverage Form. Form No: CA 20 48 10 13 Policy No; 6079684568 Endorsement Effective Date: 11/15/2021 Endorsement Expiration Date: 11115/2022 Policy Effective Date: 11/15/2021 Endorsement No: 26; Page: 1 of 1 Underwriting Company: Valley Forge Insurance Company ID Copyright Insurance Services Office, Inc., 2011 18'of37 1791 M / JA Business Auto Policy Policy Indorsement j 1 Ill 113;#l1:�u.,�J �A� A i�1�S 1 u 1 1fi31 j'#Jn� ; lulvlu"f ' rF1rr� LLri 7..fi�R`, � L HI S �IliRl1� 1 Ps011! I r ifA nn��! l h trail iu IrirFsl THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement, This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: CLUBESSENTIAL HOLDINGS LLC Endorsement Effective Date: 11/15/2021 ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US, YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to cornolete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Form No: CA 04 44 10 13 Policy No: 6079684568 Endorsement Effective Date 11 /15/2021 Endorsement Expiration Date: 11/15/2022 Policy Effective Date: 11 /15/2021 Endorsement No: 1; Page: 1 of 1 Policy Page: 35 of 58 Underwriting Company: Valley Forge Insurance Company 43 Copyright Insurance Services Office, Ina., 2011 19' of 37 1791 Workers Compensation And Employers Liability Insurance CNA . Policy Endorsement EI ' ' 'sl ` `'� I �`I�? 'i s}3 }, al- :, , E t 11,1111 )Il I Ii{� li' 111111-111111011i1{I loir�. I t i ,s u fi G E ER ` f l €ll!I H��1ll it � ! �l��� III � l�€1401�` l 11 Ii? # l it f : . i is I We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation, However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged, This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 00 03 13 (04-1984) Policy No.,6079684599 Endorsement Effective Date 11/15/2021 Endorsement Expiration Date: 11/15/2022 Policy Effective Date: 11/15/2021 Endorsement No: 3: Page: 1 of 1 Policy Pape: 191 of 31a Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright 19a3 National Council on Compensation Insurance. 20' of 37 1791 C�� Workers Compensation And Employers Liability Insurance Pelic�l Endorsement TEXAS WAIVER OF OUR r RECOVER FROMOTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. Specific Waiver Name of person or organization XD Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: Refer to Schedule of Operations All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 42 03 04 B (06-2014) Policy No:6079684599 Endorsement Effective Date: 11/15/2021 Endorsement Expiration Date: 11/15/2022 Policy Effective Date: 11/15/2021 Endorsement No: 56; Page: 1 of 1 Policy Page: 213 of 219 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 D Copyright 2014 National Council on Compensation Insurance, Inc. All Rights Reserved. 21" of 37 1791 C&F TCM TECHNOLOGY E&O, CYBER AND MULTIMEDIA LIABILITY INSURANCE POLICY In consideration of the premium paid, the Insured's compliance with the conditions of this Policy and subject to its terms (including all endorsements); and in reliance on the statements made in the Application and the information and documents provided to the Insurer by the Insured, all of which are made a part of this Policy, the Insurer agrees with the Insured as follows: INSURING AGREEMENTS Only those Insuring Agreements indicated in Item 3. of the Declarations as PURCHASED shall be applicable to the Insured's coverage hereunder. If the Declarations do not indicate that a Coverage was purchased, that Coverage of this Policy has not been purchased by the Insured and no coverage shall apply for the corresponding Insuring Agreement(s). Coverage A: Technology E&O and Professional Liability The Insurer will pay on behalf of the Insured such Damages and Claims Expenses in excess of the Deductible that any Insured is legally obligated to pay because of a Claim first made against an Insured during the Policy Period because of a Technology/Professional Error that first takes place on or after the Retroactive Date provided that such Claim is reported to the Insurer in full compliance with the Notice Requirements. Coverage B: Cyber Liability The Insurer will pay on behalf of the Insured such Damages and Claims Expenses in excess of the Deductible that any Insured is legally obligated to pay because of a Claim first made against an Insured during the Policy Period because of a Cyber Event provided that such Claim is reported to the Insurer in full compliance with the Notice Requirements, Coverage C: Multimedia Liability The Insurer will pay on behalf of the Insured such Damages and Claims Expenses in excess of the Deductible that any Insured is legally obligated to pay because of a Claim first made against an Insured during the Policy Period for Multimedia Liability provided that such Claim is reported to the Insurer in full compliance with the Notice Requirements. Coverage D: Breach Costs The Insurer will reimburse the Named Insured for all Breach Costs in excess of the Deductible resulting from an actual or reasonably suspected Cyber Eventthatthe Insured Entity first discovers during the Policy Period and that is reported to the Insurer in full compliance with the Notice Requirements. Provided that when the Named Insured agrees to utilize vendors nominated by the Crum & Forster Cyber Response Team shown in Item 11. of the Declarations, the Insurer shall pay on behalf of the Insured those Breach Costs set forth in the paragraph above applicable to such vendor nominated by the Crum & Forster Cyber Response Team. Coverage E: eCrime Loss The Insurer will indemnify the Named Insured for direct financial loss in excess of the Deductible resulting from an eCrime Event that the Insured Entity first discovers during the Policy Period and that is reported to the Insurer in full compliance with the Notice Requirements. Coverage F: First Party Loss The Insurer will indemnify the Named Insured for First Party Loss in excess of the Deductible resulting from a Cyber Event that the Insured Entity first discovers during the Policy Period and that is reported to the Insurer in full compliance with the Notice Requirements. TCM-POL-001 (01/19) Page 1 of 16 22' of 37 1791 With respect to each Insuring Agreement stated above, the amount that the Insurer is obligated to pay is limited based on the applicable Limit of Liability as described in Section VI., Limits of Liability. In addition, in connection with any Cyber Event that results in Breach Costs or First Party Loss that exceeds the Deductible, the Insurer will also provide Supplemental Payments & Services which shall be part of, and not in addition to, the Aggregate Limit of Liability specified in Item 4. of the Declarations. II. DEFENSE AND SETTLEMENT OF CLAIMS A. Defense of Claims: The Insurer shall have the right and duty to defend, subject to all the provisions, terms and conditions of this Policy, any Claim made against an Insured seeking Damages which are payable under the terms of this Policy, even if any of the allegations of the Claim are groundless„ false or fraudulent. Defense counsel shall be mutually agreed between the Named Insured and the Insurer, provided that in the absence of such agreement, the Insurer's decision will be final. B. Settlement of Claims: The Insurer may not settle any Claim without the written authorization of the Named Insured. If the Named Insured refuses to consent to any settlement or compromise recommended by the Insurer and acceptable to the claimant and elects to contest the Claim, then the Insurer will have the right to withdraw from the further defense of such Claim and the Insurer's liability for Damages and Claims Expenses shall not exceed: 1. the amount for which the Claim could have been settled, less the remaining Deductible, plus the Claims Expenses incurred up to the time of such refusal; plus 50% of any Claims Expenses incurred after the date such settlement or compromise was recommended to the Insured plus 50% of any Damages above the amount for which the Claim could have been settled. The remaining 50% of such Claims Expenses and Damages must be bome by the Insured at their own risk and uninsured; or 2. the applicable Limit of Liability, whichever is less. The Insured may settle any Claim where the Damages and Claims Expenses do not exceed the Deductible, provided that the entire Claim is resolved and the Insured obtains a full release on behalf of all the Insureds and the Insurer from all claimants. III. DEFINITIONS A. Breach Costs means the following reasonable and necessary expenses incurred by the Insured Entity with respect to a Cyber Event and with the prior written consent of the Insurer, provided that if services are recommended by the Crum & Forster Cyber Response Team shown in Item 11. of the Declarations, and the Named Insured agrees to utilize the applicable vendors nominated by the Crum & Forster Cyber Response Team, then prior consent of the Insurer shall not be required: 1. for an attorney to provide necessary legal advice to the Insured Entity to evaluate the Insured Entity's legal obligations in connection with an actual or reasonably suspected Cyber Event; 2. for a computer security expert, or experts, to determine the existence, cause and scope of a Cyber Event as well as the costs to contain an ongoing Cyber Event, including the cost to retain a PC] Forensic Investigator if required by a written agreement between the Insured Entity and a financial institution, credit or debit card company, credit or debit card processor, merchant bank or any other entity offering or providing merchant card transaction processing or payment gateway services to the Insured Entity; 3. to notify individuals or entities whose Protected Information was potentially impacted by a Cyber Event. This shall include costs incurred by the Insured Entity to directly notify individuals on behalf of a third party that has the legal obligation to notify such individuals, provided that such third party agrees to allow the Insured Entity to notify such individuals on their behalf; 4. for a call center to respond to inquiries from individuals that the Insured Entity has notified because their Protected Information was potentially impacted by a Cyber Event; 5. to provide a credit monitoring or identity monitoring product to individuals that the Insured Entity has notified because their Protected Information was potentially impacted by a Cyber Event. Such credit monitoring or identity monitoring product will be provided for a period of 12 months unless the Insured Entity is required by law or regulation to provide such a credit monitoring or identity monitoring product for a longer period of time. TCM-POL-001 (01/19) Page 2 of 16 23' of 37 1791 In that case, such credit monitoring or identity monitoring product will be provided for the period of time required by law or regulation; and for public relations and crisis management costs directly related to mitigating harm to the Insured Entity which are approved in advance by the Insurer. B. Claim means a written demand for money, services, non -monetary relief or injunctive relief, including service of suit or arbitration proceedings made against any Insured. Only as respects Coverage B., Cyber Liability, Claim also means a request for information from, or civil proceeding against, the Insured Entity brought by a Regulatory Body directly arising from an Insured's actual or alleged violation of any Privacy Law. Multiple Claims arising from the same or a series of related or repeated acts, errors or omissions, or from any continuing acts, errors or omissions, or from a series of related or repeated Technology/Professional Errors or Cyber Events, shall be considered a single Claim for the purposes of this Policy, regardless of the number of claimants or Insureds involved in the Claim. All such Claims shall be deemed to have been made at the time of the first such Claim. C. Claims Expenses means: 1. reasonable and necessary legal fees, costs and expenses directly resulting from the investigation, adjustment, settlement and/or defense of a Claim; and 2. the premiums for appeal, attachment or similar bonds, but only for bond amounts within the applicable Limits of Liability. The Insurer does not have to furnish these bonds. Claims Expenses do not include: a. salaries, wages, fees, remuneration, overhead, benefits or expenses of an Insured; b. Damages, fines, penalties, fees, or taxes levied or assessed against an Insured; c. fees, costs, or expenses incurred by the Insured prior to the time that a Claim is made or which are paid or incurred without the Insurer's prior written consent. These unilaterally incurred fees, costs or expenses will not be reimbursed by the Insurer and will not reduce any Deductible under the Policy; or d. the costs and expenses required to comply with any injunctive or other non -monetary, equitable, declaratory, regulatory or administrative relief, including but not limited to specific performance, or any agreement to provide such relief. D. Continuity Date means the date listed in Item 7. of the Declarations. E. Control Group means any principal, partner, corporate officer, director, general counsel (or most senior legal counsel) or risk manager of the Insured Entity and any individual in a substantially similar position. F. Cyber Event means: 1. a Cyber Extortion Threat; 2. an unintentional and unplanned interruption of any computer system; 3. a theft, loss or Unauthorized Disclosure of Protected Information that is in the care, custody or control of an Insured or a third parry for whose theft, loss or Unauthorized Disclosure of Protected Information the Insured Entity is legally responsible for; 4. the storage, collection, use or disclosure of Protected Information by or on behalf of the Insured Entity that is in violation of a Privacy Law; 5. the failure to notify a third party of a theft, loss or Unauthorized Disclosure of Protected Information in violation of a Privacy Law; or 6. the access to, or the use of, a computer system by a person or organization that is not authorized to do so. G. Cyber Extortion Threat means a demand made against the Insured Entity for the payment of monies (including a digital currency), marketable goods or services in order to prevent or terminate the: 1. disclosure of Protected Information; 2. introduction of unauthorized, unwanted or harmful program, computer code or script into a computer system. An unwanted or harmful program, computer code or script includes a computer virus, Trojan horses, worms, time or logic bombs, spyware, malware, spiderware, or ransomware; 3. corruption, alerting, deletion or destruction of data or software stored on a computer system; TCM-POL-001 (01/19) Page 3 of 16 24' of 37 1791 4. restriction or hindering of access to a computer system or to data stored on a computer system; 5. interruption or suspension of a computer system; or 6. electronic communication with the Insured Entity's customers impersonating the Insured Entity in order to obtain Protected Information. H. Cyber Terrorism means any act directed against a computer system by an individual or group(s) of individuals, whether acting alone, on behalf of or in connection with any organization(s) or government(s), to cause unauthorized access to, unauthorized use of, or a targeted denial of service attack or transmission of unauthorized, corrupting or harmful software code to a computer system for the purpose of furthering social, ideological, religious, economic or political objectives, intimidating or coercing a government or the civilian population thereof, or disrupting any segment of the economy that is not accompanied by, directly associated with or coordinated with armed conflict or the use of physical force. 1. Damages means a monetary judgment, award or settlement including prejudgment and post -judgment interest, and punitive damages, exemplary damages or any damages which are a multiple of compensatory damages (if insurable under the applicable law most favorable to the insurability of punitive, exemplary or multiple damages), which the Insured becomes legally obligated to pay as the direct result of a covered Claim. Solely with respect to Coverage B., Cyber Liability, Damages also include: 1. civil fines or penalties levied upon an Insured by a Regulatory Body, provided that this does not include amounts for matters uninsurable under the law; 2. any fine, penalty, reimbursement, fraud recovery, or assessment imposed upon or owed by an Insured under the terms of a written agreement between the Insured Entity and a financial institution, credit or debit card company, credit or debit card processor, merchant bank or any other entity offering or providing merchant card transaction processing or payment gateway services to the Insured Entity; provided that this does not include any charge back amounts, interchange fees, discount fees, or other prospective fees owed under such an agreement; and 3. up to $2,500 for the costs and expenses of complying with any injunctive or other non -monetary relief. As respects all coverage parts under this Policy, Damages do not include: a. any amount for which the Insured is not liable or is not legally obligated to pay; b. except as noted in paragraph 1. and 2. above, any fines or monetary penalties or multiples thereof; c. taxes or the loss of tax benefits; d. liquidated damages, but only to the extent that such damages exceed the amount for which the Insured would have been liable in the absence of such liquidated damages agreement; e. matters uninsurable under the laws applicable to this Policy; f. past, present and future earned and unearned royalties, profits, fees, costs, expenses, commissions, and profits unlawfully or unjustly held or obtained including, but not limited to, the return, offset, disgorgement or restitution of such royalties, profits, fees, costs, expenses, commissions, and profits unlawfully or unjustly held or obtained; g. except as noted in paragraph 3. above, the costs and expenses of complying with any injunctive or other non -monetary equitable, declaratory, regulatory or administrative relief including, but not limited to, specific performance, or any agreement to provide such relief; h. costs incurred by an Insured to correct, re -perform or complete any Professional Services or Technology Services; and i. discounts, prizes, awards, coupons or other incentives offered to the Insured's clients or customers. J. Deductible means the amount listed in Item 5. of the Declarations and described in Section VII. of this Policy- K. Dependent Systems Event means the unintentional and unplanned interruption of computers or associated hardware, software, or firmware, including network devices and backup components owned, leased, operated or controlled by a third party that provides services or products to the Insured Entity pursuant to a written contract. L. eCrime Event means: t. the loss of the Insured Entity's money or securities that results solely from a wrongful transfer, payment or delivery of such money or securities by an Insured as a sole result of fraudulent electronic or telephone instructions provided by a third party, that is intended to mislead the Insured through the misrepresentation of TCM-POL-001 (01/19) Page 4 of 16 25' of 37 1791 a material fact which is relied upon in good faith by such Insured, including such loss resulting from business e-mail compromise, social engineering, spear-phishing and e-mail spoofing; 2. the loss of money or securities from an account at a financial institution resulting solely from fraudulent electronic or telephone instructions issued by a third party to a financial institution directing such institution to transfer, pay or deliver money or securities from any account maintained by the Insured Entity at such institution, without the Insured Entity's knowledge or consent; or 3. the act of a third party gaining access to and using the Insured Entity's telephone system in an unauthorized manner. eCrime Event does not include: a. any loss arising, directly or indirectly from an Insured's acceptance, deposit or handling of: i. counterfeit currency or bank drafts; ii. a bank draft, check or other financial instrument returned due to insufficient funds; iii. counterfeit securities, bonds or other financial instruments; or iv, counterfeit goods of any kind, including, but not limited to, loss arising from a transfer of money by an Insured to a third party associated with an Insured's acceptance, deposit or handling of such items; b. any loss arising, directly or indirectly, from loan fraud, mortgage fraud or accounting fraud including, but not limited to, check kiting, money laundering or fraudulent loan schemes. This includes loss arising from a transfer of money by an Insured to a third party associated with any such fraud; c. any actual or alleged use of credit, debit, charge, access, convenience, customer identification or other cards; d. any transfer involving a third party who is not a natural person Insured, but had authorized access to the Insured's authentication mechanism; e, the processing of, or the failure to process, credit, check, debit, electronic benefit transfers or mobile payments for merchant accounts; f. any accounting or arithmetical errors or omissions, or the failure, malfunction, inadequacy or illegitimacy of any product or service; or g. any fraudulent, dishonest or criminal act committed by any natural person Insured. M, First Party Loss means the value of monies (including money in the form of a digital currency), marketable goods or services paid or delivered under duress by or on behalf of the Insured Entity, with the Insurer's prior written consent, solely for the purpose of terminating a Cyber Extortion Threat. If the Declarations indicates that the Insured has purchased "Extended" First Party Loss coverage, then First Party Loss also means: 1. the reasonable and necessary costs charged by a vendor designated or approved in writing by the Insurer to restore, replace or recreate software or electronic data to its condition immediately prior to the Cyber Event but only for such costs that are as a direct result of the Cyber Event; 2. the reasonable and necessary expenses incurred by the Insured Entity during the Indemnity Period to continue or maintain normal operations that are over and above those expenses the Insured Entity would have incurred had no Cyber Event occurred; 3. the net profit or loss without interest and before tax that the Insured Entity would have earned or incurred during the Indemnity Period due to the actual interruption or impairment of the Insured Entity's business operations as a direct result of the Cyber Event, plus the continuing normal operating expenses incurred by the Insured Entity during the Indemnity Period (including payroll), but only to the extent that such operating expenses must necessarily continue during the Indemnity Period; and 4. the cost to repair or replace computer hardware or equipment that is damaged or impaired and must be replaced. First Party Loss does not include, except as described in Section V., Supplemental Payments & Services, any costs attributed to an upgrade or improvement of electronic data, software or computer systems beyond what existed prior to the Cyber Event unless such upgrade or improvement is reasonable because of improvements in the available technology. N. Indemnity Period means the period of time that begins after the elapse of the Waiting Period indicated in Item 8. of the Declarations and ends 60 days after the time when the Insured Entity could have resumed normal TCM-POL-001 (01/19) Page 5 of 16 26' of 37 1791 operations with the exercise of due diligence and dispatch, not limited by the expiration date of this Policy. Despite any other provisions in this Policy, the maximum Indemnity Period is 180 days. O. Insured means; 1. the Named Insured, each Subsidiary and each Newly Acquired Entity; 2. any past or present employee (including a part time, temporary, leased or season employee), principals, partners, executive officers or directors of an Insured Entity but only while acting within the scope of their duties as such; 3. any past or present natural person independent contractor who performs labor or service for the Insured Entity pursuant to a written contract or agreement, where such labor or service is under the exclusive direction of the Insured Entity, but only while acting in the scope of their duties as such and in the performance of labor or service to the Insured Entity. The status of an individual as an independent contractor shall be determined as of the date of an alleged act, error or omission by any such independent contractor; 4. any spouse or the legally recognized domestic partner (whether by state or federal law) of any person otherwise qualifying as an Insured, but solely with respect to their status as such; 5. in the event of death, incapacity, bankruptcy or insolvency of any Insured, such Insured's heirs, estate, executors, administrators and legal representative in his or her capacity as such, but only with respect to matters for which the Insured otherwise would have been entitled to coverage under this Policy; and 6. only as respects Coverage A., Technology E&O and Professional Liability, Coverage B., Cyber Liability and Coverage C., Multimedia Liability, any person or entity that the Insured Entity has agreed in writing to add as an additional insured under this Policy prior to the commission of any act for which such person or entity would be provided coverage under this Policy, but only for the vicarious liability of such additional insured for the wrongful acts of an Insured. P Insured Entity means the Named Insured, each Subsidiary and each Newly Acquired Entity Q Insurer means the insurance company listed in the Declarations. R. Loss means Breach Costs, First Party Loss, financial loss from an eCrime Event, Damages and Claims Expenses. S. Multimedia Liability means one or more of the following acts committed by, or on behalf of, the Insured Entity in the course of creating, displaying, broadcasting, publishing, disseminating or releasing Multimedia Material to the public: 1. defamation, libel, slander, product disparagement, trade libel, infliction of emotional distress, outrage, outrageous conduct, or other tort related to disparagement or harm to the reputation or character of any person or organization; 2. a violation of the rights of privacy of an individual, including false light, intrusion upon seclusion and public disclosure of private facts; 3, invasion or interference with an individual's right of publicity, including commercial appropriation of name, persona, voice or likeness; 4. plagiarism, piracy, or misappropriation of ideas under implied contract; 5. infringement of copyright; 6. infringement of domain name, trademark, trade name, trade dress, logo, title, metatag, or slogan, service mark or service name; 7. improper deep -linking or framing; 8. negligent publication of content; or 9. unfair competition, if alleged in conjunction with any of the acts listed in paragraphs 5. or 6. above. T. Multimedia Material means the content of material published or broadcast by, or on behalf of, the Insured Entity, including any information, words, sounds, numbers, images or graphics included in such content, but will not include computer software or the actual goods, products or services described, illustrated or displayed in such content. U. Named Insured means the entity, individual, partnership or corporation shown in Item 1. of the Declarations. TCM-POL-001 (01/19) Page 6 of 16 27` of 37 1791 V. Newly Acquired Entity means any entity formed or acquired by the Named Insured during the Policy Period and in which the Named Insured has more than 50% of the legal or beneficial interest, provided that if the trailing 12 month revenues for such entity exceed 15% of the Named Insured's annual revenues for the same trailing 12 month period, then only if all of the following conditions are met: within 90 days of the formation of a Newly Acquired Entity, the Named Insured notifies the Insurer in writing of the details of such merger, acquisition, or newly created joint venture or partnership; the Named Insured agrees to any changes in terms and conditions of this Policy related to the Newly Acquired Entity including, but not limited to, the payment of additional premium, if any, charged by the Insurer; and the Insurer has issued a written endorsement specifically noting the addition of the Newly Acquired Entity as a covered Insured under this Policy. W. Notice Requirements means the requirements described in Section VIII. of this Policy. X. Policy Period means the length of time between the effective date shown in Item 2. of the Declarations and the earlier of: 1. the expiration date shown in Item 2. of the Declarations; or 2. the cancellation date of this Policy. Y. Privacy Law means a federal, state or foreign statute or regulation' 1. requiring the Insured Entity to protect the confidentiality or security of Protected Information, 2. requiring notice to a person or organization whose Protected Information was accessed or reasonably may have been accessed by an unauthorized person; or 3. governing the collection, use or storage of Protected Information by the Insured Entity. Z. Professional Services means professional services performed for others by or on behalf of the Insured Entity for a fee or other consideration, but does not include Technology Services, any services involving the creation, development, sale, distribution, installation, licensing or manufacturing of Technology Products, or work or activities performed by or on behalf of the Insured Entity or for the Insured Entity as an accountant, actuary, attorney, architect, surveyor, health care provider, lawyer, insurance or real estate agent or broker, or civil or structural engineer. AA. Protected Information means the following information that an Insured has a legal obligation to safeguard, protect or maintain in confidence: non-public individually identifiable information as defined by any federal, state, local or foreign statute, rule or regulation; an individual's social security number, taxpayer identification number, unpublished telephone number, driver's license number, state identification number, passport number, financial account number, credit card number, debit card number or the magnetic strip information from a credit or debit card; and any trade secret, data, design, interpretation, forecast, formula, method, record, report or other item of information of a third party that is not available to the general public. BB. Regulatory Body means any federal, state, local or foreign governmental entity in such entity's regulatory or official capacity. CC Retroactive Date means the date listed in Item 6. of the Declarations. DD. Subsidiary means any entity in which the Named Insured as of the effective date of the Policy, either: 1. directly or indirectly owns more than 50% of the issued and outstanding voting equity securities; or 2. controls voting rights representing the present right to vote for election or to appoint more than 50% of the directors or trustees. EE. Supplemental Payments & Services means the amounts described in Section V. of this Policy TCM-POL-001 (01/19) Page 7 of 16 28' of 37 1791 FF Technology/Professional Error means: 1. a negligent act, error, omission, misstatement, misleading statement or misrepresentation in rendering or failure to render Professional Services or Technology Services: 2. a negligent act, error, omission, misstatement, misleading statement or misrepresentation that results in a failure of Technology Products to perform the function or serve the purpose intended; 3, an unintentional breach of a contractual obligation to perform Professional Services or Technology Services, or to deliver Technology Products; or 4. an unintentional infringement of copyright committed by the Insured Entity with respect to software Technology Products. GG. Technology Products means any computer or telecommunications hardware or software product, or related electronic product, including software updates, service packs and other maintenance releases provided for such products, that is: 1. created, manufactured or developed by the Insured Entity for others in exchange for a fee or other consideration; or 2. distributed, licensed, leased or sold by the Insured Entity to others in exchange for a fee or other consideration. HH. Technology Services means any of the following services performed by or on behalf of the Insured Entity for others for a fee or other consideration: 1. computer information technology, Internet, network or website analysis, development, programming, installation, integration, networking, hosting, processing, management, operations, data security, maintenance, repair, optimization, support, or training: 2. providing, collecting, recording, caching, compiling, mining, analyzing, storing, hosting, processing, securing, backup, wiping, or destroying software or data; 3. telecommunications services, including Internet, voice, video, web, email, text, data, or broadband services, any call center or customer service support related to such telecommunications services; 4. any services similar to those services described in paragraphs 1-3 above; or 5. any other information technology -related services provided in conjunction with Technology Products. Unauthorized Disclosure means the disclosure (including disclosure resulting from phishing) of or access to information in a manner that is not authorized by the Insured Entity and is without knowledge, consent or acquiescence of any member of the Control Group. JJ. Waiting Period means the period starting upon the actual interruption or impairment of the Insured Entity's business operations caused by a Cyber Event and ending after the number of hours specified in Item 8. of the Declarations. IV. EXCLUSIONS The Insurer shall not be liable to defend, pay, indemnify or reimburse the Insured with respect to any Claim or Loss based upon, resulting from, arising out of, in consequence of, or in any way connected with or involving, directly or indirectly: A. the actual or alleged distribution of unsolicited email, text messages, direct mail, facsimiles or other communications (including, but not limited to, any actual or alleged violation of the Telephone Consumer Protection Act of 1991 or the CAN-SPAM Act of 2003), wire tapping, audio or video recording, or telemarketing, if such distribution, wire tapping, recording or telemarketing is done by or on behalf of an Insured; however this exclusion will not apply to Claims Expenses incurred in defending the Insured against allegations of unlawful audio or video recording; B. any act, error, omission, incident or event committed or occurring prior to the effective date of this Policy if any member of the Control Group on or before the Continuity Date knew or could have reasonably foreseen that such act, error or omission, incident or event might be expected to be the basis of a Claim or Loss; C. any Claim, Loss, incident or circumstance for which notice has been provided under any prior policy of which this Policy is a renewal or replacement; TCM-POL-001 (01/19) Page 8 of 16 29` of 37 1791 D. any criminal, dishonest, fraudulent, or malicious act or omission, or intentional or knowing violation of the law, if committed by an Insured, or committed by others if an Insured colluded or participated in any such conduct or activity; but this exclusion will not apply to: 1. Claims Expenses incurred in defending any Claim alleging the foregoing until there is a final non -appealable adjudication establishing such conduct, at which time the Named Insured shall reimburse the Insurer for all Claims Expenses incurred defending such Claim; 2. any natural person Insured, if such Insured did not personally commit, participate in or know about any act, error, omission, incident or event giving rise to such Claim or Loss; and 3. the Insured Entity, provided that no member of the Control Group personally committed, participated in or knew about any act, error, omission, incident or event giving rise to such Claim or Loss; E. any actual or alleged infringement, misuse or abuse of patent or patent rights; F. solely with respect to Coverage B., Cyber Liability, any actual or alleged infringement, use, misappropriation or disclosure of any intellectual property, including but not limited to trade secret misappropriation, copyright infringement, trademark infringement, trademark dilution or trade dress infringement; but this exclusion will not apply to any Claim or Loss resulting from a theft, use or disclosure of Protected Information by a person who is not a past, present or future employee, director, officer, partner or independent contractor of an Insured and without the knowledge, consent or acquiescence of any member of the Control Group; G. any actual or alleged use or misappropriation of any ideas or trade secrets by, or on behalf of, an Insured, or by any other person or entity if such use or misappropriation is done with the knowledge, consent or acquiescence of any member of the Control Group; H. a Claim made by or on behalf of: 1. any Insured; but this exclusion will not apply to a Claim made by an individual that is not a member of the Control Group under Coverage B., Cyber Liability, or a Claim made by any person or entity that the Insured Entity has agreed in writing to add as an additional insured under this Policy; or 2. any business enterprise in which an Insured has greater than 15% ownership interest or made by any parent company or other entity which owns more than 15% of an Insured Entity; any loss, transfer or theft of monies, securities or tangible property of the Insured or others in the care, custody or control of an Insured, but this exclusion will not apply to coverage under Coverage E., eCrime Loss; J. nuclear reaction, nuclear radiation, radioactive contamination, radioactive substance, electromagnetic field, electromagnetic radiation, or electromagnetism; K. war, invasion, acts of foreign enemies, hostilities (whether or not war is declared), rebellion, revolution, insurrection, war -like action, coup, usurped powers or military power; but this exclusion will not apply to Cyber Terrorism; L. any economic or trade sanction imposed by the United States including, but not limited to, sanctions administered and enforced by The United States Treasury Department's Office of Foreign Assets Control ("OFAC"); M. any presence, discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, oil or other petroleum substances or derivatives, waste materials or other irritants, contaminants, pollutants or any other substances including, but not limited to, asbestos, fungus, mold and lead, which are or may be injurious to public health, property or the environment ("hazardous substances') or the cost to: 1. clean up or removal of hazardous substances; 2. monitor, assess or evaluate, the presence, hazardous substances; 3, dispose of hazardous substances or take permanently prevent, minimize, or mitigate environment, which may otherwise result; or discharge, dispersal, escape, release; or threat of same, of such other action as may be necessary to temporarily or damage to the public health or welfare or to property or the TCM-POL-001 (01/19) Page 9 of 16 30` of 37 1791 4. directly or indirectly respond to or address any government direction or request that the Insured test for, monitor, clean up, remove, contain, treat, detoxify or neutralize hazardous substances; N. any actual or alleged violation of the federal Fair Debt Collection Practices Act (FDCPA); O. any employment or labor relations policies, practices, acts or omissions, or any actual or alleged refusal to employ any person, or misconduct with respect to employees, whether such Claim is brought by an employee, former employee, applicant for employment, or relative or domestic partner of such person; provided, that this exclusion shall not apply to Coverage B., Cyber Liability, as respects an otherwise covered Claim by a current or former employee of the Insured Entity for Damages arising strictly from a Cyber Event; P. solely with respect to Coverage A., Technology E&O and Professional Liability: 1. any Tech nologylProfessional Error committed or occurring prior to the Retroactive Date; 2. any liability assumed in any hold harmless or indemnity agreement other than a hold harmless or indemnity agreement with respect to intellectual property rights or breaches of the confidentiality of information of any third party; 3. the actual or alleged inaccurate, inadequate or incomplete description of the price of goods, products or services, cost guarantees, cost representations, contract price estimates, or the failure of any goods or services to conform with any represented quality or performance; 4. any gambling, contest, lottery, promotional game or other game of chance; 5. any breach of any express warranty or representation, except for an agreement to perform within a reasonable standard of care or skill consistent with applicable industry standards, or breach of any other contractual obligation which goes beyond an express or implied duty to exercise a degree of care or skill consistent with applicable industry standards; 6. any breach of guarantee, promises of cost savings, profits or return on investment; 7. delay in delivery or performance, or failure to deliver or perform at or within an agreed upon period of time, but this exclusion shall not apply if such delay or failure to deliver or perform is a consequence of a negligent act, error or omission committed during the course of providing Professional Services or Technology Services if the Insured has made diligent efforts to deliver or perform such Professional Services or Technology Services; 8. any costs or expenses incurred or to be incurred by an Insured or others for the withdrawal, recall, inspection, repair, replacement, reproduction, removal or disposal of: (a) Technology Products including, but not limited to, any products or other property of others that incorporate Technology Products; (b) work product resulting from or incorporating the results of Professional Services or Technology Services; or (c) any products or other property on which Professional Services or Technology Services have been performed; 9. any Claim covered under the terms of a commercial general liability insurance policy maintained by the Insured Entity, provided that this shall not apply to Damages or Claims Expenses in excess of the limits of liability of any such insurance policy; or 10. any actual or alleged deceptive trade practices, unfair trade practices, violation of consumer protection laws, antitrust violation; restraint of trade, unfair competition, false advertising, deceptive advertising, misleading advertising or violation of the Sherman Antitrust Act, the Clayton Act or the Robinson-Patman Act, as amended; Q. solely with respect to Coverages B., Cyber Liability, and C., Multimedia Liability: 1. any actual or alleged violation from the failure to properly truncate credit, debit or payment card information on receipts or statements as required by the Fair and Accurate Credit Transactions Act of 2003 (FACTA); 2. any Claim covered under the terms of a commercial general liability insurance policy, or an employment practices liability insurance policy maintained by the Insured Entity, provided that this shall not apply to Damages or Claims Expenses in excess of the limits of liability of any such insurance policy; and 3. the ownership, sale or purchase of, or the offer to sell or purchase stock or other securities, or an actual or alleged violation of a securities law or regulation; R. solely with respect to Coverage C., Multimedia Liability, any: 1. contractual liability or obligation; but this exclusion will not apply to a Claim for misappropriation of ideas under implied contract; 2, actual or alleged obligation to make licensing fee or royalty payments; TCM-POL-001 (01/19) Page 10 of 16 31' of 37 1791 3. costs or expenses incurred or to be incurred by the Insured or others for the reprinting, reposting, recall, removal or disposal of any Multimedia Material or any other information, content or media including, but not limited to, any media or products containing such Multimedia Material, information, content or media; 4. Claim brought by or on behalf of any intellectual property licensing bodies or organizations; 5. actual or alleged inaccurate, inadequate or incomplete description of the price of goods, products or services, cost guarantees, cost representations, contract price estimates, false advertising or the failure of any goods or services to conform with any represented quality or performance; 6. gambling, contest, lottery, promotional game or other game of chance; or 7. Claim made by or on behalf of any independent contractor, joint venturer or venture partner arising out of or resulting from disputes over ownership of rights in Multimedia Material or services provided by such independent contractor, joint venturer or venture partner; S. solely with respect to Coverage E., eCrime Loss: any loss covered under the terms of a commercial crime insurance policy maintained by the Insured Entity, provided that this shall not apply to direct financial loss in excess of the limits of liability of any such insurance policy. T. solely with respect to Coverage F., First Party Loss, any First Party Loss: 1. arising from the seizure, nationalization, confiscation, or destruction of property or data by order of any governmental or public authority; 2. arising from fire, flood, earthquake, volcanic eruption, explosion, lighting, wind, hail, damage by water, landslide, act of God or any other physical event; 3. for additional costs to update, replace, restore, assemble, reproduce, recollect or enhance data or computer systems to a level beyond that which existed prior to a Cyber Event, except as covered under Section V., Supplemental Payments & Services; 4. arising from any failure or malfunction of satellites or of power, utility, mechanical or telecommunications (including, but not limited to, the internet) infrastructure or services that are not under the Insured Entity's direct operational control; or 5. covered under the terms of a property insurance policy providing coverage for risks of direct physical loss to property maintained by the Insured Entity, provided that this shall not apply to First Party Loss in excess of the limits of liability of any such insurance policy; V. SUPPLEMENTAL PAYMENTS & SERVICES In addition to the amounts described in Section I., Insuring Agreements, of this Policy, in the event of an actual Cyber Event that results in Breach Costs or First Party Loss that exceeds the Deductible, the Insurer shall also pay the following costs but only to reasonably and significantly reduce the possibility of a similar Cyber Event from occurring in the future: A. up to $10,000 for a third party consultant recommended by the Insurer to provide ongoing assistance to the Insured Entity to improve and upgrade computer security; and B. up to $5,000 for the purchase of computer equipment or computer software recommended by such third party consultant recommended by the Insurer. Such payments shall be part of, and not in addition to, the Aggregate Limit of Liability specified in Item 4. of the Declarations. VI. LIMITS OF LIABILITY A. The Aggregate Limit of Liability specified in Item 4. of the Declarations is the most the Insurer will pay for all Loss under this Policy. Once the Aggregate Limit of Liability has been exhausted, the Insurer shall have no further duty to defend the Insured for any Claim which may otherwise be covered by this Policy. B. The eCrime Loss Sublimit of Liability specified in Item 4. of the Declarations is the maximum amount the Insurer is obligated to pay in the aggregate for direct financial loss arising from an eCrime Event. The eCrime Loss Sublimit of Liability shall be part of, and not in addition to the Aggregate Limit of Liability. C. The Dependent Business Sublimit of Liability specified in Item 4. of the Declarations is the maximum amount the Insurer is obligated to pay in the aggregate for First Party Loss arising from a Dependent Systems Event. The TCM-POL-001 (01/19) Page 11 of 16 32' of 37 1791 Dependent Business Sublimit of Liability shall be part of, and not in addition to the Aggregate Limit of Liability. D. The Aggregate Limit of Liability specified in Item 4. of the Declarations is the maximum the Insurer will pay regardless of the number of Insureds, individuals or organizations that make a Claim, the number of Claims made, the number of incidents, or the number of Dependent System Events, Cyber Events, eCrime Events, Supplemental Payments & Services or actual or alleged wrongful acts VII. DEDUCTIBLE The Deductible, as shown in Item 5. of the Declarations, applies separately to each act, incident or event giving rise to Breach Costs, Claims Expenses, Damages, direct financial loss or First Party Loss under Coverages A., B., C., D., E. and F., provided however, that multiple incidents or events arising from the same or a series of related or repeated acts or from any continuing acts, shall be considered a single incident or event for the purposes of this Policy and only one Deductible shall apply to all resulting Loss. The Insurer shall only be obligated to pay any Loss under this Policy in excess of the Deductible, provided that if services are recommended by the Crum & Forster Cyber Response Team shown in Item 11. of the Declarations, and the Insured Entity agrees to utilize only those vendors nominated by the Crum & Forster Cyber Response Team, then the Deductible shall not apply to the following Breach Costs: A. for an attorney to provide necessary legal advice to the Insured Entity to evaluate the Insured Entity's legal obligations in connection with an actual or reasonable suspected Cyber Event; and B. for a computer security expert, or experts, to determine the existence, cause and scope of a Cyber Event as well as the costs to contain an ongoing Cyber Event, including the cost to retain a PCI Forensic Investigator if required by a written. agreement between the Insured Entity and a financial institution, credit or debit card company, credit or debit card processor, merchant bank or any other entity offering or providing merchant card transaction processing or payment gateway services to the Insured Entity. The Deductible shall be bome by the Named Insured. In the event that this Policy provides coverage for Loss in excess of the limits available under other insurance, then the Insurer shall recognize payment by the Insured Entity of any retention or deductible applicable to such other insurance against the Deductible. Vill. NOTICE REQUIREMENTS A. The Named Insured must give the Insurer written notice of any Claim as soon as practicable, but in no event later than: (i) 60 days after the end of the Policy Period; or (ii) the expiration of any applicable Extended Reporting Period. Notice must be provided through the contacts listed in Item 10. of the Declarations. All notices of Claims must provide the following information: the potential claimant(s) by name or description, the names of the Insureds involved, the time, date, location and the description of the specific incident which forms the basis of the Claim including the nature of the potential Damages arising from such specific Claim or incident, the circumstances by which the Insured first became aware of the specific Claim, and the reason the Insured reasonably believes the subject Claim is likely to trigger coverage under this Policy. B. With respect to Breach Costs, the Named Insured must notify the Insurer of any actual or reasonably suspected Cyber Event as soon as practicable after discovery by the Insured but in no event later than 60 days after the end of the Policy Period. Notice may be provided to the Crum & Forster Cyber Response Team shown in Item 11. of the Declarations. Otherwise notice must be provided through the contacts listed in Item 10. of the Declarations. Notice of an actual or reasonably suspected Cyber Event in conformance with this paragraph will also constitute notice of a circumstance that could reasonably be the basis for a Claim. C. With respect a Cyber Extortion Threat, the Named Insured must notify the Insurer via the email address listed in Item 10. of the Declarations as soon as practicable after discovery of a Cyber Extortion Threat but in no event later than 60 days after the end of the Policy Period. The Named Insured must obtain the Insurer's consent prior to paying any ransorn or demand related to a Cyber Extortion Threat. D. With respect to any other First Party Loss or a loss from an eCrime Event, the Named Insured must notify the Insurer through the contacts listed in Item 10. of the Declarations as soon as practicable after discovery of the Cyber Event or eCrime Event. The Named Insured will provide the Insurer a proof of First Party Loss or TCM-POL-001 (01/19) Page 12 of 16 33' of 37 1791 financial loss under the eCrime Loss Coverage. All loss described in this paragraph must be reported, and all proofs of loss must be provided, to the Insurer no later than six months after the end of the Policy Period unless the Insurer has agreed in writing to extend this deadline. E. Any Claim arising out of a Loss that is covered under Coverages D., Breach Costs, E., eCrime Loss or F., First Party Loss, and that is reported to the Insurer in conformance with paragraphs B., C. or D. above will be considered to have been made during the Policy Period. F. With respect to any circumstance that could reasonably be the basis for a Claim, the Named Insured may give written notice of such circumstance to the Insurer through the contacts listed in Item 10. of the Declarations. Such notice must include: 1. the specific details of the act, error, omission or event that could reasonably be the basis for a Claim; 2. the injury or damage which may result or has resulted from the circumstance; and 3. the facts by which the Insured first became aware of the act, error, omission or event. If such notice that meets the requirements outlined above is made during the Policy Period, then any subsequent Claim made against the Insured arising out of any circumstance reported to the Insurer will be considered to have been made at the time written notice complying with the above requirements was first given to the Insurer. IX. EXTENDED REPORTING PERIOD As a condition precedent to obtaining an Automatic Extended Reporting Period (AERP) or an Optional Extended Reporting Period (OERP), the full premium of this Policy, premium for any endorsements, and payment of Deductibles must have been paid in full. Neither the AERP nor the OERP reinstate or increase the Limits of Liability. Neither the AERP nor the OERP extend the Policy Period or change the scope of coverage afforded by this Policy. A. Automatic Extended Reporting Period If the Insurer or Named Insured cancel or non -renew this Policy for any reason other than non-payment of premium, non-payment of Deductible, non-compliance with any terms and conditions of this Policy or fraud or material misrepresentation, then the Named Insured shall be entitled to an AERP of 60 days from the date of Policy expiration or cancellation to report Claims in writing to the Insurer which are first made against the Insured during the AERP and which arise from a Technology/Professional Error or a Cyber Event that first occurs before the end of the Policy Period or from Multimedia Material first disseminated before the end of the Policy Period. If the OERP in subsection B. below is purchased, then this AERP shall be included within such OERP and will not further extend such OERP. B. Optional Extended Reporting Period If the Insurer or Named Insured cancel or non -renew this Policy for any reason other than non-payment of premium, non-payment of Deductible, non-compliance with any terms and conditions of this Policy or fraud or material misrepresentation, then the Named Insured shall be entitled to purchase an OERP from the options below. If elected, the OERP will begin on the date the Policy expires or is cancelled and would entitle the Insured to notify the Insurer in writing of Claims which are first made against the Insured during the OERP and which arise from a TechnologylProfessional Error or a Cyber Event that first occurs before the end of the Policy Period or from Multimedia Material first disseminated before the end of the Policy Period. C. OERP Options 1. 12 months for a premium not to exceed 100% of the annual premium; 2. 24 months for a premium not to exceed 150% of the annual premium; or 3, 36 months for a premium not to exceed 175% of the annual premium. D. In order to purchase the OERP, the Named Insured must provide the Insurer with written notice of its intention to do so no later than 30 days after the expiration or cancellation date of this Policy and must include full payment of premium for the OERP at that time. The entire OERP premium is fully earned and non-refundable as of the date the Named Insured notifies the Insurer of its intent to purchase the OERP and full payment must be made at that time for the OERP to apply. TCM-POL-001 (01/19) Page 13 of 16 34' of 37 1791 X. OTHER CONDITIONS A. Cooperation The Named Insured shall immediately send the Insurer copies of all demands, notices, summonses or legal papers received in connection with a Claim or Loss. The Insured must do whatever is necessary to secure and affect any rights of indemnity, contribution or apportionment that the Insured may have. The Insured shall cooperate with counsel and the Insured shall refrain from discussing any Claim or Cyber Event with anyone other than counsel retained to represent the Insured or the Insurer's representatives, All Insureds must fully assist and cooperate with the Insurer in the conduct, defense, investigation, negotiation and settlement of any Claim or Loss. At the Insurer's request, the Insured must submit to an examination under oath, provide the Insurer with written statements as requested by the Insurer, attend meetings and negotiations; and produce and make available all information, records, documents and other materials which the Insurer deems relevant to the Claim or Loss. As respects any Claim, the Insured must attend hearings, depositions, proceedings, trials and appeals; and assist the Insurer in affecting settlements, securing and giving evidence and obtaining the attendance of witnesses, and pursuing or enforcing any right of contribution or indemnity against a person or entity who may be liable to any Insured. Except as otherwise provided in Section II., Defense and Settlement of Claims, Part A., no Insured will, except at its own cost, admit liability, settle a Claim, incur any expense to investigate a Claim, retain attorneys, incur Claims Expenses, assume any other obligation or incur any other expense with respect to a Claim without the Insurer's prior written consent. Compliance with a statute or regulation that requires notice to government authorities, regulatory authorities or to persons whose personal information may have been accessed by an unauthorized individual, will not be considered an admission of liability for purposes of this clause. B. Due Dispatch The Insured Entity shall make every reasonable effort to restore operations as quickly as possible after a Cyber Event. If the Insured Entity does not resume operations, or does not resume operations as quickly as possible, the Insurer may reduce the payment of First Party Loss to the amount of First Party Loss based on the length of time it would have taken to resume operations as quickly as possible. C. Action Against the Insurer and Bankruptcy 1. No action shall be taken against the Insurer unless, as a condition precedent thereto, the Insureds shall have fully complied with all the terms and conditions of this Policy, nor until the amount of the Insured's obligation to pay Damages for any Claim shall have been fully and finally determined either by judgment against the Insured or by written agreement between the Insureds, the claimant, and the Insurer. 2. Nothing contained herein shall give any person or entity any right to join the Insurer as a party to any Claim against the Insureds to determine their liability. Nor shall the Insurer be impleaded by the Insureds or their legal representative in any Claim. 3. Bankruptcy or insolvency of the Insured or of the estate of the Insured shall not relieve the Insurer of its obligations nor deprive the Insurer of its rights or defenses under this Policy. D. Cancellation and Nonrenewal This Policy may be canceled by the Named Insured by returning the Policy to the Insurer or its authorized representatives, or the Named Insured can cancel this Policy by written notice to the Insurer, stating at what future date cancellation is to be effective. If the Named Insured cancels, earned premium shall be computed using the customary short rate table. Provided, however, the premium shall be deemed fully earned if any Claim or Loss or other circumstance that could reasonably be the basis for a Claim or Loss is reported to the Insurer on or before the date of cancellation. 2. The Insurer can cancel the Policy by written notice toi the Named Insured, at the address listed in Item 1. of the Declarations. The Insurer will provide written notice at least 30 days before cancellation is to be effective TCM-POL-001 (01/19) Page 14 of 16 35" of 37 1791 and the earned premium will be computed pro-rata. However, if the Insurer cancels because the Named Insured has failed to pay a premium or Deductible when due, only 10 days written notice of cancellation will be required. This Policy will terminate on the effective date of the cancellation. Return of unearned premium is not a condition of cancellation. Unearned premium will be returned as soon as practicable. 4. The Insurer will not be required to renew this Policy upon its expiration. If the Insurer elects not to renew this Policy, the Insurer will mail to the Named Insured, at the address listed in Item 1. of the Declarations, written notice of nonrenewal at least 30 days prior to the expiration date of this Policy. Any offer of renewal on terms involving a change of Deductible, premium, Limit of Liability, or other terms and conditions shall not constitute, nor be construed as, a failure or refusal by the Insurer to renew this Policy. 5. Proof of mailing of any notice of cancellation or nonrenewal shall be sufficient proof of notice. E. Assignment of the Insured's Interest The interest of the Insured under this Policy is not assignable to any other person or organization, except with the Insurer's prior written consent. F. Subrogation If any payment is made under this Policy and there is available to the Insurer any of the Insured's rights of recovery against any other party, then the Insurer will maintain all such rights of recovery. The Insured will do whatever is reasonably necessary to secure such rights and will not do anything after an incident or event giving rise to a Claim or Loss to prejudice such rights. If the Insured has waived its right to subrogate against a third party through written agreement made before an act, incident or event giving rise to a Claim or Loss has occurred, then the Insurer will waive its rights to subrogation against such third party. Any recoveries v✓ill be applied first to subrogation expenses, second to Loss paid by the Insurer, and lastly to the Deductible. Any additional amounts recovered will be paid to the Named Insured. G. Changes Made to this Policy The terms and conditions of this Policy cannot be waived or changed except by specific written endorsement issued by Insurer and made part of the Policy. H. Application The statements contained in the Application, and any and all attachments, constitute the representations of all Insureds and are material. This Policy is issued and continued in force by the Insurer in reliance upon the truth, accuracy and completeness of such representations, which are the basis of this Policy and current as of the date of binding. Upon the binding of coverage, the Application and any and all attachments are incorporated in and form a part of the Policy. No knowledge or information possessed by any Insured shall be imputed to any other Insured, except for material facts or information known to the person or persons who signed the Application. In the event of any material untruth, misrepresentation or omission in connection with any of the particulars or statements in the Application, this Policy shall be void with respect to any Insured who knew of such untruth, misrepresentation or omission or to whom such knowledge is imputed. False or Fraudulent Claims If an Insured reports any Claim or Loss knowing such to be false or fraudulent, this Policy shall become void and all insurance coverage hereunder shall be forfeited as to the inception date of this Policy. J. Terms and Conditions of Policy Conformed to Statute Where necessary, the terms and conditions of this Policy will be amended to conform to applicable law. TCM-POL-001 (01/19) Page 15 of 16 36' of 37 1791 K. Change in Risk If, during the Policy Period, an Insured is dissolved, sold, acquired by, merged into, or consolidated with another entity such that the Insured is not the surviving entity; or a third party receiver, conservator, trustee, liquidator, rehabilitator or any similar official is appointed for or with respect to the Insured, then coverage under this Policy shall continue in full force and effect until the expiration date or any earlier cancellation or termination date, but only with respect to events, acts or incidents that occur prior to such consolidation, merger or acquisition. L. Named Insured as Agent The Named Insured will be considered the agent of all Insureds, and will act on behalf of all Insureds with respect to the giving of or receipt of all notices pertaining to this Policy, and the acceptance of any endorsements to this Policy. The Named Insured is responsible for the payment of all premiums and Deductibles and for receiving any return premiums. M. Other Insurance 1. With respect to Coverage D., this Policy shall be primary of any other insurance policy. 2. With respect to Coverages A., B., C., E. and F.: all Loss payable under this Policy shall be in excess of and shall not contribute with other existing insurance including, but not limited to, any insurance under which there is a duty to defend regardless of whether any Loss is collectible or recoverable under such other insurance, unless such other insurance is written specifically excess of this Policy. This Policy shall not be subject to the terms or conditions of any other insurance. N. Policy Territory This insurance applies to Claims made and acts, errors or omissions committed, or Loss occurring anywhere in the world except countries or states against which the United States has implemented trade or diplomatic sanctions. O. Economic and Trade Sanctions or Violations of Law Any Loss, Claim, covered event or other transaction or matter which is uninsurable under any act, statute, rule, regulation, ordinance, common law, or other law of the United States of America concerning trade or economic sanctions or export control laws are not covered under this Policy. P. Entire Agreement The Insureds agree that this Policy, including the Application, Declarations and any endorsements, constitutes the entire agreement between them and the Insurer or any of its agents relating to this insurance. TCM-POL-001 (01/19) Page 16 of 16 37' of 37 1791