HomeMy WebLinkAboutAIXTEK dba Eaton & Associates 03.26.25Client#: 1863730
303EATONASS
o •`°'O U. CERTIFICATE OF LIABILITY INSURANCE rTATE(MM/DDIYYYY)
3/26/2025
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($), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) 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 any rights to the certificate holder In lieu of such endorsement(s).
PRODUCER
McGriff, a MMA LLC Company
3111 Camino Del Rio N Ste 1100
San Diego,CA 92108
CONTACT
PHONEE
A/C No Ext): FA
Arc, No
EMAIL Certificate@mCgriff.COm
ADDRESS:
-__--.____ INSURERS) AFFORDING WYE GE NAIC #
619 231-1010
-- ----- —__
INSURED
AIXTEK dba Eaton & Associates
_
INSURER A: Massachusetts Bay Ins. Co. _ 22306
INSURER B : Hanover Insurance Company 22292
INSURER C, Ailmerica Financial Benefits 41840
20 North Railroad Avenue
INSURER D:
San Mateo, CA 94401
INSURER E:
INSURER F
Cl/IVF'.n. AGFA PCCTIC1&ATC Nil IN � —
—" KI=VIOIVIN NUIVItiCK:
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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDLSUBR
LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MMIDIp�YY
MM/DDIYYYY LIMITS
A
X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE ® OCCUR
X $0 Ded.
X
X
ZDFH55560404
04/01/2025
04/01/202
$1,000,000
DEAACMHq�OCCURRENCE
PREMISES EaoNcurrence
$100%000X
MED EXP (Any one person)
$10000
PERSONAL & ADV INJURY$1,000,OOQ
GEN'L AGGREGATE LIMIT APPLIES PER:
PRO. D LOG
X POLICY u
GENERAL AGGREGATE
$2,000,000
PRODUCTS -COMP/OPAGG
$2,000,000
—
—
_
OTHER:
C
AUTOMOBILE
LIABILITYX
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
AUT48 ONLY X NON -OWNED
AUTOS ONLY
X
AWFH55439104
04/01/2025
04/01/202
COMB
deD SINGLE LIMIT
1,000,0®®
X
BODILY INJURY (Per person)
_
$
BODILY INJURY (Per accident)
$
!�
PROPERTY DAMAGE
Per accident
$
B
B
X
--
UMSRELLALIAB
EXCESS LIAB
— —
X
OCCUR
GLAIMS-MADE
N / A
—
X
--"-
UHFH55560704
WZFH55438804
-"—"-" -04101/2025
04/01/2025
04/01/2025
04/01/202
04101/2026X
EACH OCCURRENCE
---�— -- — —
$5, QOQ QQQ
� --- --
AGGREGATE
—"
-- z—---
-- -- --- ------
DED X RETENTION $O
COMPENSATIONS'LILIABILITY
AND EMPLOYERS'
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNERIEXECUTIVE Y / N
OFFICER/MEMBER EXCLUDED? Y]
(MandatoIn NH)
Ifgs, describe under
DESCRIPTION OF OPERATIONS below
Technology Errors --
& Omissions
PER OTH-
TU TE
$
E.L. EACH ACCIDENT
$1,000000
E.L. DISEASE - EA EMPLOYEE
$1,000,000
E.L. DISEASE - POLICY LIMIT
----
$1,000,000
B
LHFH56745904
04/01/2026
-
$5,000,000
Cyber
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required)
*The attached form(s) apply as required per written contract or agreement between the listed parties and
the Insured, which are subject to the policy provisions. in the absence of such written contract or written
agreement the attached forms may not be applicable.
Specific forms to be Issued by carrier.
(See Attached Descriptions)
f+C OTICl/+ATC LIAI nCn
The Town of Los Altos Hills, its
elective and appointed officers
employees and volunteers
26379 Fremont Road
Los Altos, CA 94022
ACORD 25 (2016103) 1 of 2
#S36891605/M36691082
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
kV 1y1:5&ZU15 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
ROWAR
#S36891605/M36891082
AIXTEK Me Eaton & Associates
ZDFH65560404
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY,
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
CI IflA11fl AIJV APS AAv�-rte w n......
1.
vrem�^V4�V
Additional Insured by Contract, Agreement or Permit
Included
2,
Additional Insured — Primary and Non -Contributory
Included
3.
Blanket Waiver of Subrogation
Included
4.
Bodily Injury Redefined
Included
5.
Broad Form Property Damage — Borrowed Equipment, Customers Goods & Use of Elevators
Included
6.
Knowledge of Occurrence
Included
7.
Liberalization Clause
Included
6.
Medical Payments — Extended Reporting Period
Included
9.
Newly Acquired or Formed Organizations - Covered until end of policy period
Included
10,
Non -owned Watercraft
51 ft.
11.
Supplementary Payments Increased Limits
- Bail Bonds
$2,500
- Loss of Earnings
$1000
12.
Unintentional Failure to Disclose Hazards
Included
13.
Unintentional Failure to Notify
Included
This endorsement amends coverages provided under the Commercial General Liability Coverage Part through
new coverages, higher limits and broader coverage grants.
1. Additional Insured by Contract, Agreement or
Permit
The following is added to SECTION II — WHO IS
AN INSURED:
Additional Insured by Contract, Agreement or
Permit
a. Any person or organization with whom you
agreed in a written contract, written agreement
or permit that such person or organization to
add an additional insured on your policy is an
additional insured only with respect to liability
for "bodily injury", "property damage", or
"personal and advertising injury" caused, in
whole or in part, by your acts or omissions, or
the acts or omissions of those acting on your
behalf, but only with respect to:
(1) "Your work" for the additional insured(s)
designated in the contract, agreement or
permit;
(2) Premises you own, rent, lease or occupy;
or
(3) Your maintenance, operation or use of
equipment leased to you.
b. The insurance afforded to such additional
insured described above:
(1) Only applies to the extent permitted by
law; and
(2) Will not be broader than the insurance
which you are required by the contract,
agreement or permit to provide for such
additional insured.
421.2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4
(3) Applies on a primary basis if that is
required by the written contract, written
agreement or permit.
(4) Will not be broader than coverage
provided to any other insured.
(5) Does not apply if the "bodily injury",
"property damage" or "personal and
advertising injury" is otherwise excluded
from coverage under this Coverage Part,
including any endorsements thereto.
c. This provision does not apply:
(1) Unless the written contract or written
agreement was executed or permit was
issued prior to the "bodily injury", "property
damage", or "personal injury and
advertising injury".
(2) To any person or organization included as
an insured by another endorsement
issued by us and made part of this
Coverage Part.
(3) To any lessor of equipment:
(a) After the equipment lease expires; or
(b) If the "bodily injury", "property
damage", "personal and advertising
injury" arises out of sole negligence of
the lessor
(4) To any:
(a) Owners or other interests from. whom
land has been leased which takes
place after the lease for the land ex-
pires; or
(b) Managers or lessors of premises if:
(1) The occurrence takes place after
you cease to be a tenant in that
premises; or
(ii) The "bodily injury", "property
damage", "personal injury" or
"advertising injury" arises out of
structural alterations, new con-
struction or demolition operations
performed by or on behalf of the
manager or lessor.
(5) To "bodily injury", "property damage" or
"personal and advertising injury" arising
out of the rendering of or the failure to
render any professional services.
This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision,
hiring, employment, training or monitoring
of others by that insured, if the
"occurrence" which caused the "bodily
injury" or "property damage" or the offense
which caused the "personal and
advertising injury" involved the rendering
of or failure to render any professional
services by or for you.
d. With respect to the insurance afforded
to
these additional insureds, the following
is
added to SECTION III — LIMITS
OF
INSURANCE:
The most we will pay on behalf of
the
additional insured for a covered claim is
the
lesser of the amount of insurance:
1. Required by the contract, agreement
or
permit described in Paragraph a.; or
2. Available under the applicable Limits
of
Insurance shown in the Declarations.
This endorsement shall not increase
the
applicable Limits of Insurance shown in
the
Declarations.
2. Additional Insured — primary and Non -
Contributory
The following is added to SECTION IV —
COMMERCIAL GENERAL LIABILITY
CONDITIONS, Paragraph 4. Other insurance:
Additional insured -- Primary and Non
Contributory
If you agree in a written contract, written
agreement or permit that the insurance provided to
any person or organization included as an
Additional Insured under SECTION 11 -- WHO IS
AN INSURED, is primary and non-contributory,
the following applies:
If other valid and collectible insurance is available
to the Additional Insured for a loss covered under
Coverages A or B of this Coverage Part, our
obligations are limited as follows:
a. Primary Insurance
This insurance is primary to other insurance
that is available to the Additional Insured
which covers the
Additional Insured as a Named Insured. We
will not seek contribution from any other
insurance available to the Additional Insured
except:
(1) For the sole negligence of the Additional
Insured;
(2) When the Additional Insured is an
Additional Insured under another primary
liability policy; or
(3) when b, below applies.
If this insurance is primary, our obligations are
not affected unless any of the other insurance
is also primary. Then, we will share with all
that other insurance by the method described
in c. below.
421-2915 06 15 Includes copyrighted material of Insurance Services office, Inc., with Its permission. Page 2 of 4
b. Excess Insurance
(1) This insurance is excess over any of the
other insurance, whether primary, excess,
contingent or on any other basis:
(a) That is Fire, Extended Coverage,
Builder's Risk, Installation Risk or
similar coverage for "your work';
(b) That is Fire insurance for premises
rented to the Additional Insured or
temporarily occupied by the Additional
Insured with permission of the owner;
(c) That is insurance purchased by the
Additional Insured to cover the
Additional Insured's liability as a
tenant for "property damage" to
premises rented to the Additional
Insured or temporarily occupied by the
Additional with permission of the
owner; or
(d) If the loss arises out of he
maintenance or use of aircraft, "autos"
or watercraft to the extent not subject
to Exclusion g, of SECTION I —
COVERAGE A — BODILY INURY
AND PROPERTY DAMAGE
LIABILITY.
(2) When this insurance is excess, we will
have no duty under Coverages A or B to
defend the insured against any "suit" if any
other insurer has a duty to defend the
insured against that "suit". If no other
insurer defends, we will undertake to do
so, but we will be entitled to the insured's
rights against all those other insurers.
(3) When this insurance is excess over other
Insurance, we will pay only our share of
the amount of the loss, if any, that
exceeds the sum of:
(a) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(b) The total of all deductible and self
insured amounts under all that other
insurance.
We will share the remaining loss, if any,
with any other insurance that is not
described in this Excess Insurance
provision and was not bought specifically
to apply in excess of the Limits of
Insurance shown in the Declarations of
this Coverage Part.
c. Method Of Sharing
insurer contributes equal amounts until it has
paid its applicable limit of insurance or none of
the loss remains, whichever comes first. If any
of the other insurance does not permit
contribution by equal shares, we will contribute
by limits. Under this method, each insurer's
share is based on the ratio of its applicable
limit of insurance to the total applicable limits
of insurance of all insurers
3. Blanket Waiver of Subrogation
The following is added to SECTION IV —
COMMERCIAL GENERAL LIABILITY
CONDITIONS, Paragraph 8. Transfer Of Rights
Of Recovery Against Others To Us:
We waive any right of recovery we may have
against any person or organization with whom you
have a written contract that requires such waiver
because of payments we make for damage under
this coverage form. The damage must arise out of
your activities under a written contract with that
person or organization. This waiver applies only to
the extent that subrogation is waived under a
written contract executed prior to the "occurrence"
or offense giving rise to such payments.
4. Bodily Injury Redefined
SECTION V -- DEFINITIONS, Definition 3. "bodily
injury" is replaced by the following:
3. `Bodily injury means bodily injury, sickness or
disease sustained by a person including death
resulting from any of these at any time. `Bodily
injury" includes mental anguish or other
mental injury resulting from "bodily injury".
S. Broad Form Property Damage — Borrowed
Equipment, Customers Goods, Use of
Elevators
a. SECTION I — COVERAGES, COVERAGE A —
BODIUY INJURY AND PROPERTY
DAMAGE LIABILITY, Paragraph 2.
Exclusions subparagraph j. is amended as
follows:
Paragraph (4) does not apply to "property
damage" to borrowed equipment while at a
jobsite and not being used to perform
operations.
Paragraphs (3), (4) and (6) do not apply to
IF property damage" to "customers goods" while
on your premises nor do they apply to the use
of elevators at premises you own, rent, lease
or occupy.
b. The following is added to SECTION V —
DEFINTIONS:
24• "Customers goods" means property of
If all of the other insurance
contribution by equal shares, we will follow his your customer on your premises for the
method also. Under this approach each purpose of being:
421.2915 06 15 Includes copyrighted material of insurance Services office, Inc., with its permission.
Page 3 of 4
a. worked on; or
b. used in your manufacturing process.
c. The insurance afforded under this provision is
excess over any other valid and collectible
property insurance (including deductible)
available to the insured whether primary,
excess, contingent
6. Knowledge of Occurrence
The following is added to SECTION IV —
COMMERCIAL GENERAL LIABILITY
CONDITIONS, Paragraph 2. Duties In the Event
of Occurrence, Offense, Claim or Suit:
e. Notice of an "Occurrence", offense, claim or
"suit" will be considered knowledge of the
insured if reported to an individual named
insured, partner, executive officer or an
"employee" designated by you to give us such
a notice.
7. Liberalization Clause
The following is added to SECTION IV
COMMERCIAL GENERAL LIABILITY
CONDITIONS:
Liberalization Clause
If we adopt any revision that would broaden the
coverage under this Coverage Form without
additional premium, within 45 days prior to or
during the policy period, the broadened coverage
will immediately apply to this Coverage Part.
8. Medical Payments — Extended Reporting
Period
a. SECTION I — COVERAGES, COVERAGE C —
MEDICAL PAYMENTS, Paragraph 1.
Insuring Agreement, subparagraph a.(3)(b)
is replaced by the following:
(b) The expenses are incurred and reported
to us within three years of the date of the
accident; and
b. This coverage does not 8PPIY if COVERAGE
C — MEDICAL PAYMENTS is excluded either
by the provisions of the Coverage Part or by
endorsement.
9. Newly Acquired Or Formed Organizations
SECTION 11 — WHO IS AN INSURED, Paragraph
3.a. is replaced by the following:
a. Coverage under this provision is afforded until
the end of the policy period,
10. Non -Owned Watercraft
SECTION I — COVERAGES, COVERAGE A
BODILY INJURY AND PROPERTY DAMAGE
LIABILITY, Paragraph 2. Exclusions,
subparagraph g.(2) is replaced by the following:
g. Aircraft, Auto Or Watercraft
(2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons or
property for a charge;
This provision applies to any person who,
with your consent, either uses or is
responsible for the use of a watercraft.
11. Supplementary Payments Increased Limits
SECTION I — SUPPLEMENTARY PAYMENTS
COVERAGES A AND B, Paragraphs I.b. and
I.d. are replaced by the following:
1.b.Up to $2,500 for cost of ball bonds required
because of accidents or traffic law violations
arising out of the use of any vehicle to which
the Bodily Injury Liability Coverage applies.
We do not have to furnish these bonds.
I.d.All reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of the claim or "suit",
including actual loss of earnings up to $1000 a
day because of time off from work.
12. Unintentional Failure to Disclose Hazards
The following is added to SECTION IV —
COMMERCIAL GENERAL LIABILITY
CONDITIONS, Paragraph 6. Representations:
We will not disclaim coverage under this Coverage
Part if you fail to disclose all hazards existing as of
the inception date of the policy provided such
failure is not intentional.
13. Unintentional Failure to Notify
The following is added to SECTION IV —
COMMERCIAL GENERAL LIABILITY
CONDITIONS, Paragraph 2. Duties in the Event
of Occurrence, Offense, Claim or Suit:
Your rights afforded under this policy shall not be
prejudiced if you fail to give us notice of an
floccurrence", offense, claim or "suit", solely due to
your reasonable and documented belief that the
"bodily injury" or "property damage" Is not covered
under this policy.
ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED.
421.2915 06 15 Includes copyrighted material of Insurance Services office, Inc., with Its permission. Page 4 of 4
AIXTEK dba Eaton & Associates
AWFH55439104
THIS HOOF ;NEMENT CHANGES THE POLICY. KIRASE READ IT CMr�rrULLY,
BLANKET A.DD11"ONAL INSURED - PRIMARYAND NOWCONTRIBUTORY
Thh; ondorsoment modifies insurdnov.provided Linder the (ollowing:
SUSIN ESS AUTO CovERA(3p pART
A. Tila followitMis Added to 3RMON 11
]LIABILITY ORAGF
,,. pgrg roph A.N. Who Is
At Insured -
Additional Ina eared 11' Req uired.by contract
If a
, imu arse, In a wrilton wnitract, w0ten
anticlaN or wrl-Roll permit Illat e Person o'
added as an additional
nskOW' under 11141t Covarage Berl, mach
pqr8on qtr otgumlization Is pan logured"; but o
. I I nly
4.0 Me extant I , Ila , 1; a�611 person or 0manixf-Ition
q U011flus as do"Insunadunidor porogfolph A x.
If YOU agree In R WN111011 b0ftlraelt. Writtqn
09rournender � wf'ittegoirall-thata parson or
'
:r a n zwlton J,,
as an additional
miureW Lindet this Coverage Pat 'tho mos;t
Wo I
ich additional
'in,urs l"
Ila. : 0, OF.,
Tha, Urniks di hia4U'rionG6 . for ll . ktjjjtlf Coverage
spociffed in the wiittan, taofltfact, wrillteil
()`Chea UMIIra gad I'rrsaerearraq fel I�faltlllt
colverogo '00WIn til the D�erclaratloft
RPIP00,410 to 0118 Coveraw Part;
Such amount shal I be part ol"Eknd not lit addirtion
tho , Limits -of Insumhea'shown in (he,
Davlorations Of)A Oblt to ;this C.,overaja par(;
Rajjoirdlosgof the 11
Hinsur d " L. . RUIMOT of covered, . aulpll
�,
6161fris modo or
OJI1006 1rlV0Iv0dJ' the iaenf'l., the mosl we
--lumllu wum my one is the Unit of
tiWivence for Llibillk.-y (avera& wimirt In JIN6.
Doolarations.
B, The fdowlin I is adduri to
BUSINESS ZT0 CoND e_cjI0N IV -
Dears raph 8.
an rai ndlltic s. �pubpataijrjaphl 'Other
Insuranow,
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you .8nae, In a written
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prdaarrarin at written p&ft)iLt that the Insurance
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cirpaniza ton w1lo
05 > 1,1�1 t
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rpsored " tindor
U-ICTIONIJ LiAI8�IL'ITY�C.OVERAGt,..P,araRro.ph
AA. Who Is Ah hii§Llred, svbparaQral h
Additlaii,pt Jnsj�rvj if Rgqb,jtd b
y lea n to6k is,
f4n,'OrY ano non-:domrIbj.jjt)(y, ilia, taltow"Ino:
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(1). for ma- sow neglipjelit e of ttie addill,6fIg
or
(2) PUT apg1h
90000 arISIRI Out or to ownerGhIp,
marnion nce 'or UG00, f MY
is a"trilifer" cc nnoctetd to a n
0110" OWnod by the dad diflonal *Insurqwfd" or
by ou; 0r
(3) Wheiij Etj . e, S.dd�ftion I "insuraw Is .,180 an
addillonal, 'injured" und.err aiiowor 111abilily
C. This !an dor"90MOPTE %V'Ifl fipply only if Ilia
I. rywrIng the pplicy Period,
2. 8.ubsLNJw* td tile bxe
outl6n Of the'Vivittell
qrsument or the
ismutanca of, Ilia YaMltfiflP 66it and
1. pflior Ed thd expirMion of lIje pe vlod of Urne
tlicill the Mitt" c6iAra.0, wrift,eTi agreement
ov v0ritleli pehwt roqu rus swat insuram;nd to
be provided, to huAddittonal "insured1l
-o ,an ad4lilonal "I'linBured"
will Inat be btOPODF 1111MI covoroga. provided to
Wrw-Olher 'insuirod" under this Coverage PgA.
-ALLXmt:RT RMS,,. OONDITIOMS, AND EXCLU.8i O -NE; Rr:M
AIN UNCHANGED,
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This page has been left blank intentionally,
AIXTEK dba Eaton & Associates
AWFH55439104
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
on 097,11 NOUN I 101
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form
apply unless modified by the endorsement.
1. CANCELLATION EXTENSION
Paragraph A. CANCELLATION 2. b. of the
COMMON POLICY CONDITIONS is
replaced with the following:
b. 60 days before the effective date
of cancellation if we cancel for
any other reason.
SECTION I - COVERED AUTOS
2. EMPLOYEE HIRED "AUTOS"
Description Of Covered Auto
Designation Symbols; Symbol 8 is
replaced by the following:
8 = Hired "Autos" Only - Only those
"autos" you lease, hire, rent or borrow;
including "autos" your employee hires at
your direction, for the purpose of
conducting your business. This does not
include any "auto" you lease, hire, rent, or
borrow from any of your "employees" or
partners or members of their households.
SECTION II - LIABILITY COVERAGE
3. BROADENED NAMED INSURED
The following is added to the SECTION II -
LIABILITY COVERAGE, Paragraph 1. Who
Is An Insured provision:
d. Any business entity for which you
have a financial interest greater
than 50% of the voting stock or
otherwise have a controlling
interest after the effective date of
this policy or that is newly
acquired or formed by you during
the term of this policy.
The coverage provided by this
provision is afforded until
expiration or termination of
this policy, whichever occurs
earlier.
The coverage provided by this
provision does not apply to
any business entity described
in d. above that qualifies as an
insured under any other
automobile liability policy
issued to that business entity
as a named insured or would
have been an insured except
for the exhaustion of the
policy limits or the insolvency
of the insurer.
The coverage provided by this
provision does not apply to
"bodily injury" nor "property
damage" arising from an
accident that occurred prior to
your acquiring or forming the
business entity described in d.
above.
Includes copyrighted material of Insurance Services Office, Inc. with its permission,
Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97)
Page 1 of 7
4 4k ni
ura P.-
4` EMPLOYEES AS INSUREDS
SECTION 0| - PHYSICAL DAMAGE
The following is added to the SECTION 11 ^
COVERAGE.
LIABILITY COVERAGE Paragraph 1 h�h�
' '
Is An Insured provision:
'
7 EXPENSE OFRET0RN/N����STOLEN
'
"�AUTO'and SIGN COVERAGE
e. Any employee of yours is an
"Insured"
The following iaadded to SECTION III -
while uoingeoovenad
"auto"you donot own, hire or
PHYSICAL DAMAGE COVERAGE, A.11.
bnrrovvin your business or your
COVERAGE:
personal affairs.
d. Expense Of Returning A Stolen
5. SUPPLEMENTARY PAYMENTS
'Aubf'
The following amends SECTION ||~
VVawill pay for the expense of
LIABILITY COVERAGE, Paragraph 2.
returning a covered "auto" to you.
Coverage Extensions provision:
e. Sign Coverage
Paragraph (2) is replaced by the following:
(2) UP to $2500 for 000( of bail bonds
We will Pay for |ooa to n|gne.
(including bonds �vrelated trefOo
munn|n. paintings or graphics,
law violations) required because
as Pm'� of equipment, which are
ofon"aoc|deni"vvecover. We do
diap|oyedonacovoned"auto".
not have tofurnish these bonds.
The most we will pay for "|uma" in
Paragraph (4) is replaced by the following:
any one "accident" is the /oewer
(4) All reasonable expenses incurred
of:
by the "insured" at our request,
including aoium| |uoo of earnings
i' The actual oeah value of
up to $500 a day because of time
the property as of the
off fromofthe
time "loss"; or
2. The cost ofrepairing or
G. AMENDED FELLOW EMPLOYEE
replacing the damaged or
EXCLUSION
stolen property with other
property oflike kind and
The following is added to the SECTION K| -
quality; or
LIABILITY COVERAGE, B. Erc|um|mno
3' %2'000'
Paragraph 5. Fellow Employee exclusion:
8. GLASS BREAKAGE DEDUCTIBLE
This exclusion does not apply if the
"bodily injury" arises from the use of
The following is added to SECTION III '
ou»arod "auto" you own or hireTh|a
PHYSICAL DAMAGE COVERAGE, A.
cove,ugeiooxceaoovaronyut'''er
COVERAGE paragraph 3.��/mooBreakage -
collectible insurance
Hitting m Bird or Animal - FallingObjects
or Missiles:
Any deductible shown in the
Declarations as applicable to the
Includes copyrighted mab»hu| of Insurance Services Office, Inc. with its permission.
Copyright, Insurance Services Office Inc.
401�kM55�A7\ — --
`� ' Page 2of7
covered "auto" will not apply to glass
breakage if such glass is repaired,
rather than replaced.
9. TRANSPORTATION EXPENSE
Paragraph 4. Coverage Extension. of
SECTION III - PHYSICAL DAMAGE
COVERAGE, A. COVERAGE is replaced
with the following:
4. Coverage Extension
We will pay up to $50 per day to a
maximum of $1500 for temporary
transportation expense incurred
by you because of the total theft of
a covered "auto" of the private
passenger type. We will pay only
for those covered "autos" for
which you carry either
Comprehensive or Specified
Causes of Loss Coverage. We will
pay for temporary transportation
expenses incurred during the
period beginning 24 hours after
the theft and ending, regardless of
the policy s expiration, when the
covered "auto" is returned to use
or we pay for its "loss".
10, FARED AUTO PHYSICAL DAMAGE
The following is added to SECTION III -
PHYSICAL DAMAGE COVERAGE, A.
COVERAGE:
5. Hired Auto Physical Damage
If hired "autos" are covered
"autos" for Liability Coverage and
if Physical Damage Coverage of
Comprehensive, Specified Causes
of Loss, or Collision is provided
under this Coverage Form for any
"auto" you own, then the Physical
Damage Coverage(s) provided is
extended to "autos" you hire
without a driver or your employee
hires, without a driver, at your
direction, for the purpose of
conducting your business, for a
period of 30 days or less, of like
kind and use as the "autos" you
own, subject to the following:
The most we will pay for any one
loss is the lesser of the following:
a. $50,000 per accident, or
b. cash value, or
c. the cost of repair,
minus the deductible equal to the
lowest deductible applicable to
any owned "auto" for that
coverage. Any deductible shown
in the Declarations does not apply
to 'loss" caused by fire or
lightning. Subject to the limit and
deductible stated above, we will
provide coverage equal to the
broadest coverage provided to
any covered "auto" you own, that
is applicable to the loss.
If the loss arises from an accident
for which you are legally liable
and the lessor incurs an actual
financial loss from that accident,
we will cover the lessor s actual
financial loss of use of the hired
"auto" for a period of up to seven
consecutive days from the date of
the accident, subject to a limit of
$1,000 per accident.
11. AUDIO, VISUAL AND DATA
ELECTRONIC EQUIPMENT COVERAGE
The following is added to SECTION III -
PHYSICAL DAMAGE COVERAGE, A.
COVERAGE:
6. Audio, Visual and Data Electronic
Equipment Coverage
We will pay for "loss" to any
electronic equipment that receives
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97) Page 3 of 7
aTG�he�
�. �I7S1�1lCE P. -
or transmits audio, visual or data
equipment is permanently
signals and that is not designed
installed in the covered
solely for the reproduction of
"auto", and
sound. This coverage applies
b. Permanently installed
only if the equipment is
in the opening of the dash
permanently installed in the
or console normally used
covered "auto" at the time of the
by the manufacturer for
"loss" or the equipment is
the installation of a radio.
removable from a housing unit
Electronic Equipment
which is permanently installed in
With respect to coverage herein,
the covered auto at the time of
the LIMIT OF INSURANCE
the "loss", and such equipment is
provision of PHYSICAL DAMAGE
designed to be solely operated by
COVERAGE is replaced by the
use of the power from the "auto s"
following:
electrical system, in or upon the
coverage provided herein is
covered "auto", including its
1. The most we will pay for all
antennas and other accessories.
"loss" to audio, visual or data
However , this does not include
electronic equipment and any
tapes, records or discs,
accessories used with this
The exclusions that apply to
equipment as a result of any
"accident"
PHYSICAL DAMAGE COVERAGE,
one is the lesser of
except for the exclusion relating to
a. The actual cash value of
Audio, Visual and Data Electronic
the damaged or stolen
Equipment, also apply to coverage
property as of the time of
provided herein. In addition, the
the "loss"; or
following exclusions apply:
b. The cost of repairing or
We will not pay this
replacing the damaged orstolen
,under
coverage, for either any electronic
property with other
property of like kind and
equipment or accessories used
quality; or
with such electronic equipment
c. $500.
that is:
1. Necessary for the normal
2. An adjustment for
depreciation and physical
operation of the covered
condition will be made in
"auto" or the monitoring of
determining actual cash value
the covered "autos"
at the time of the "loss".
operating system; or
2. Both:
3. Deductibles applicable to
PHYSICAL DAMAGE
a. An integral part of the
COVERAGE, do not apply
to this Audio, Visual and Data
same unit housing any
Electronic Equipment
sound reproducing
Coverage.
equipment designed
solely for the
If there is other coverage provided
reproduction of sound if
by this policy for audio, visual and
the sound reproducing
data electronic equipment, the
coverage provided herein is
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97) Page 4 of 7
excess. However, you may elect
to apply the limit or any portion
thereof of coverage provided
herein to pay any deductible that
is applicable under the provisions
of the other coverage.
12. RENTAL REIMBURSEMENT and
MATERIAL TRANSFER EXPENSE
The following is added to SECTION III -
PHYSICAL DAMAGE COVERAGE, A.
COVERAGE:
7. Rental Reimbursement and
Material Transfer Expense
This coverage provides only those
Physical Damage Coverages
where a premium is shown in the
Declarations. It applies only to a
covered "auto described or
designated to which the Physical
Damage Coverages apply.
We will pay for auto rental
expenses and the expenses,
incurred by you because of "loss"
to a covered "auto", to remove
and transfer your materials and
equipment from the covered
"auto" . Payment applies in
addition to the otherwise
applicable amount of each
coverage you have on a covered
"auto". No deductibles apply to
this coverage.
We will pay only for those auto
rental expenses incurred during
the policy period beginning 24
hours after the "loss" and ending,
regardless of the policy s
expiration, with the lesser of the
following number of days:
1. The number of days
reasonably required to
repair or replace the
covered"auto". If loss is
caused by theft, this
number of days is added
to the number of days it
takes to locate the covered
"auto" and transport it to a
repair shop.
2. 60 days.
Our payment is limited to the
lesser of the following amounts:
1. Necessary and actual
expenses incurred,
including loss of use.
2. $3000.
This auto rental expense coverage
does not apply while there are
spare or reserve "autos" available
to you for your operations,
If "loss" results from the total theft
of a covered "auto" of the private
passenger type, we will pay under
this coverage only that amount of
your rental reimbursement
expenses which is not already
provided for under the SECTION
III - PHYSICAL DAMAGE
COVERAGE, A. 4. Coverage
Extension,
13. AIRBAG COVERAGE
The following is added to SECTION III -
PHYSICAL DAMAGE COVERAGE, B.
Exclusions, paragraph 3.
The portion of this exclusion relating to
mechanical or electrical breakdown does
not apply to the accidental discharge of an
airbag. This coverage is excess of other
collectible insurance or warranty. No
deductible applies to this Airbag
Coverage.
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97) Page 5 of 7
aollnsura2 Cra r
14. AUTO LOAN PHYSICAL DAMAGE
imposed under a lease for excessive use,
EXTENSION
abnormal wear and tear or high mileage;
The following is added to SECTION III -
security deposits not refunded by the
lessor; cost for extended warranties,
PHYSICAL DAMAGE COVERAGE, C. Limit
Credit Life Insurance, Health, Accident or
Of Insurance provision:
Disability Insurance purchased with the
termination of the loan, costs for
loan; and carry over balances from
When a "loss" results in a total loss to a
previous leases.
covered auto you own for which a Loss
Payee is designated in this policy, the
This coverage applies only to the initial
most we will pay for "loss" in any one
lease for the covered "auto" which has not
"accident" is the greater of:
previously been leased. This coverage is
15. AUTO LEASE PHYSICAL DAMAGE
excess over all other collectible
1. The actual cash value of the
insurance.
damaged or stolen property as of
the time of the "loss"; or
SECTION IV - CONDITIONS
2. The outstanding balance of the
16. DUTIES IN THE EVENT OF ACCIDENT,
initial loan, less any amounts for
CLAIM, SUIT OR LOSS
taxes, overdue payments, overdue
manager if you are a
payment charges, penalties,
The following is added to SECTION IV -
interest , any charges for early
BUSINESS AUTO CONDITIONS, A. Loss
termination of the loan, costs for
Conditions, 2. Duties In The Event Of
Credit Life Insurance, Health,
Accident, Claim, Suit Or Loss:
Accident or Disability Insurance
purchased with the loan, and
d. Knowledge of any "accident",
carry-over balances from previous
claim, "suit" or "loss" will be
loans,
deemed knowledge by you when
15. AUTO LEASE PHYSICAL DAMAGE
notice of such "accident",
claim, "suit" or "loss" has been
EXTENSION
received by:
The following is added to SECTION III -
(1) You, if you are an individual;
PHYSICAL DAMAGE COVERAGE, C. Limit
(2) Any partner or insurance
Of Insurance provision:
manager if you are a
If, because of damage, destruction or theft
partnership; or
(3) An executive officer or
of a covered "auto", which is a long-term
leased "auto", the lease agreement
insurance manager if you are
between you and the lessor is terminated,
a corporation.
"we" will pay the difference between the
17. BLANKET WAIVER OF SUBROGATION
amount paid under paragraph C. LIMIT OF
INSURANCE 1. or 2. and the amount due
Paragraph 5. Transfer Of Rights Of
at the time of "loss" under the terms of
Recovery Against Others To Us, SECTION
the lease agreement applicable to the
IV - BUSINESS AUTO CONDITIONS, A.
leased auto which you are required to
Loss Conditions is replaced by the
pay: less any fees to dispose of the auto;
following:
any overdue payments; financial penalties
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97) nage 6 of 7
5. Transfer Of Rights Of Recovery
Against Others To Us
If any person or organization to or
for whom we make payment
Under this Coverage Form has
rights to recover damages from
another, which have not been
waived through the execution of
an "insured contract", written
agreement, or permit, prior to the
"accident" or 'loss" giving rise to
the payment, those rights to
recover damages from another
are transferred to us. That person
or organization must do
everything necessary to secure
our rights and must do nothing
after the "accident' or "loss" to
Impair them.
18. UNINTENTIONAL FAILURE TO
DISCLOSE INFORMATION
The following is added to SECTION IV
BUSINESS AUTO CONDITIONS. B.
General Conditions, paragraph 2.
Concealment, Misrepresentation Or Fraud
Your unintentional error in disclosing,
or failure to disclose, any material fact
existing after the effective date of this
Coverage Form shall not prejudice
your rights under this Coverage Form.
However, this provision does not affect
our right to collect additional premium
or exercise our right of cancellation or
nonrenewal.
19. HIRED AUTO - WORLDWIDE
COVERAGE
The following is added to SECTION IV -
Business Auto Conditions, B. General
Conditions, paragraph 7. Policy Period,
Coverage Territory provision:
Outside the coverage territory
described in a., b., c., and d.
above for an "accident" or "loss"
resulting from the use of a
covered "auto" you hire, without a
driver, or your employee hires
without a driver, at your direction,
for the purpose of conducting your
business, for a period of 80 days
or less, provided the suit is
brought within The United States
of America or its territories or
Possessions,
SECTION V - DEFINITIONS
20. MENTAL ANGUISH
Paragraph C. "Bodily injury", SECTION V -
DEFINITIONS is replaced by the following:
C. "Bodily injury" means bodily injury,
sickness or disease sustained by a
person including death or mental
anguish resulting from any of these.
Includes copyrighted material of Insurance Services Office, Inc, with its permission.
Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97)
Page 7 of 7
This page has been left blank intentionally.
ti uThe
Insurai7ce Group..,
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT•CALIFORNIA
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.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work
described in the Schedule.
The additional premium for this endorsement shall be 2
due on such remuneration.
Person or Organization
APPLIES AS BLANKET WAIVER
FOR THOSE HAVING A WRITTEN
CONTRACT WITH THE POLICY-
HOLDER REQUIRING WOS FOR
WCPOLICYHOLDER EMPLOYEES.
% of the California workers' compensation premium otherwise
Schedule
Job Description
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective Policy No. WZFH55438804 Endorsement No.
Insured AIXTEK dba Eaton & Associates
Insurance Company
Countersigned By
WC 04 03 06 (Ed 04-84)
This page has been left blank intentionally.
AIXTEK dba Eaton & Associates
Policy Number: LHFH56746904
TECHNOLOGY PROFESSIONAL AND CYBER ADVANTAGE
TABLE OF REFERENCE
Page
SECTION I — COVERAGE
2
A. TECHNOLOGY LIABILITY COVERAGE
2
1. ERRORS AND OMISSIONS LIABILITY
2
2. CYBER AND PRIVACY SECURITY LIABILITY
2
3. PERSONAL INJURY LIABILITY
2
4. MEDIA AND CONTENT LIABILITY
2
5. WHEN THIS INSURANCE APPLIES
3
6. DEFENSE AND SETTLEMENT
3
B. FIRST PARTY CYBER COVERAGE
4
1. SECURITY BREACH NOTIFICATION AND REMEDIATION
4
2. DATA AND SYSTEMS RESTORATION
4
3. CYBER EXTORTION
4
4. BUSINESS INCOME LOSS AND EXTRA EXPENSE
4
5. CONTINGENT BUSINESS INCOME LOSS AND EXTRA EXPENSE
4
6. FUNDS TRANSFER FRAUD
4
7. COMPUTER FRAUD
4
8. TELECOMMUNICATIONS FRAUD
5
9. PUBLIC RELATIONS
5
10. CYBER BREACH OR EXTORTION REWARD
5
SECTION II — EXCLUSIONS
5
A. EXCLUSIONS APPLICABLE TO BOTH SECTION I — COVERAGE, A. TECHNOLOGY LIABILITY
COVERAGE AND B. FIRST PARTY CYBER COVERAGE
5
B. EXCLUSIONS APPLICABLE TO SECTION 1 — COVERAGE, A. TECHNOLOGY LIABILITY
COVERAGE ONLY
6
C. EXCLUSIONS APPLICABLE TO SECTION I — COVERAGE, B. FIRST PARTY CYBER COVERAGE
ONLY
8
D. EXCLUSIONS APPLICABLE TO SECTION I — COVERAGE, B. FIRST PARTY CYBER COVERAGE,
2. DATA AND SYSTEMS RESTORATION, 4. BUSINESS INCOME LOSS AND EXTRA EXPENSE,
9
AND 5. CONTINGENT BUSINESS INCOME LOSS AND EXTRA EXPENSE ONLY
E. EXCLUSIONS APPLICABLE TO FIRST PARTY CYBER COVERAGE, 6. FUNDS TRANSFER
FRAUD AND 7. COMPUTER FRAUD
9
SECTION III — SUPPLEMENTARY PAYMENTS
g
SECTION IV — LIMITS OF INSURANCE AND RETENTIONS
10
SECTION V — CONDITIONS
11
SECTION VI — DEFINITIONS
18
SECTION VII — EXTENDED REPORTING PERIODS
29
912-5000 10 19 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. Page 1 of 30
Includes copyrighted material of Insurance Services Office, Inc., with Its permission.
CLAIMS -MADE WARNING
THIS POLICY PROVIDES COVERAGE ON A CLAIMS -MADE BASIS FOR TECHNOLOGY LIABILITY
COVERAGE. SUBJECT TO ITS TERMS, TECHNOLOGY LIABILITY COVERAGE APPLIES ONLY TO
"CLAIMS" FIRST MADE AGAINST "YOU" DURING THE "POLICY PERIOD", AUTOMATIC EXTENDED
REPORTING PERIOD OR ANY PURCHASED OPTIONAL EXTENDED REPORTING PERIOD THAT MAY
APPLY. PLEASE READ THE POLICY CAREFULLY TO DETERMINE RIGHTS, DUTIES, COVERAGE AND
COVERAGE RESTRICTIONS.
"CLAIM EXPENSE" WITHIN LIMITS
THE LIMITS OF INSURANCE FOR TECHNOLOGY LIABILITY COVERAGE WILL BE REDUCED AND MAY
BE EXHAUSTED BY THE PAYMENT OF COVERED "CLAIM EXPENSE IN THE EVENT THAT THE LIMIT
OF INSURANCE IS EXHAUSTED, WE SHALL NOT BE LIABLE FOR "CLAIM EXPENSE", JUDGMENTS OR
SETTLEMENTS IN EXCESS OF THE APPLICABLE LIMIT.
THIS POLICY IS SUBJECT TO RETENTION AMOUNTS STATED IN THE DECLARATIONS. AMOUNTS
INCURRED FOR COVERED "CLAIM EXPENSE", "DAMAGES", AND "FIRST PARTY CYBER LOSS" SHALL
BE APPLIED AGAINST THE APPLICABLE RETENTION AMOUNT. COVERED "CLAIM EXPENSE",
"DAMAGES", AND "FIRST PARTY CYBER LOSS" WITHIN THE APPLICABLE RETENTION MUST BE PAID
BY THE "FIRST NAMED INSURED" AND SUCH PAYMENTS WILL NOT REDUCE THE LIMIT OF
INSURANCE.
Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and
what is and is not covered.
Throughout this policy the words "we", "us" and 'bur" refer to the company providing this policy. Other words and
phrases that appear in quotations have special meaning. Refer to SECTION VI — DEFINITIONS.
THE DECLARATIONS WILL IDENTIFY WHICH COVERAGES ARE PROVIDED WITH THIS POLICY. ONLY
THOSE COVERAGES SHOWN WITH A LIMIT OF INSURANCE ON THE DECLARATIONS APPLY.
SECTION I — COVERAGE
A. TECHNOLOGY LIABILITY COVERAGE
1. ERRORS AND OMISSIONS LIABILITY
We will pay those sums "you" become legally obligated to pay as "damages" and "claim expense" because
of a "claim" made against "you" directly resulting from an actual or alleged "errors and omissions anomaly"
in "your product" or "your work" to which this insurance applies.
2. CYBER AND PRIVACY SECURITY LIABILITY
We will pay those sums "you" become legally obligated to pay as "damages" and "claim expense" because
of a "claim" made against "you" directly resulting from an actual or alleged "cyber and privacy security
anomaly" in "your product" or "your work" to which this insurance applies.
3. PERSONAL INJURY LIABILITY
We will pay those sums "you" become legally obligated to pay as "damages" and "claim expense" because
of a "claim" made against "you" directly resulting from an actual or alleged "personal injury anomaly" in
"your product" or "your work" to which this insurance applies.
4. MEDIA AND CONTENT LIABILITY
We will pay those sums "you" become legally obligated to pay as "damages" and "claim expense" because
of a "claim" made against "you" directly resulting from an actual or alleged "media and content anomaly" in
"your product" or "your work" to which this insurance applies.
912-5000 10 19 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. Page 2 of 30
Includes copyrighted material of Insurance Services Office, Inc., with its permission.
S. WHEN THIS INSURANCE APPLIES
The insurance provided in paragraphs 1. through 4. above applies only if:
a. The "third party anomaly" first occurred on or after the applicable retroactive date(s) and before the end
of the "policy period". The applicable retroactive date is the specific date entered on the Declarations
for that "third party anomaly", or if no date is entered, the policy effective date shown on the
Declarations;
b. The "claim" is first made against "you" during the "policy period" or any applicable extended reporting
period we provide and the "claim" is reported to us as set forth in SECTION V — CONDITIONS, 9.
Duties in the Event of a "Claim". A "claim" will be deemed to be first made at the following times:
(1) With respect to the "Named Insured", when we or any "described authorized person" first receives
notice that a "claim" has been made or will be made against the "Named Insured"; or
(2) With respect to "you" (other than the "Named Insured"), when either we or "you" first receive notice
that a "claim" has been made or will be made against "you";
c. If two or more "claims" are made on account of a single "third party anomaly" or a series of "related
third party anomalies", then they shall be treated as a single "claim" first made on the date the earliest
of the "claims" was made, regardless of whether that date is before or during the "policy period" or, if
applicable, during an extended reporting period.
d. "You" did not give notice of such "third party anomaly" to any prior insurer, or notice under an
of which this policy is a renewal or replacement, or succeeds in time; and Y policy
e. Prior to the inception date of the first Technology Professional and Cyber Advantage policy issued by
us, no "described authorized person" knew a "third party anomaly" occurred, or knew of any fact which
could reasonably be expected to result in a "claim".
DEFENSE AND SETTLEMENT
Only with respect to the insurance provided in paragraphs 1. through 4. above:
a. We have the right and duty to defend "you" against any "claim" seeking "damages" to which this
insurance applies, even if the allegations in such "claim" are groundless, false or fraudulent;
b. We have the right and duty to defend "you" against any "claim" seeking injunctive relief to prevent any
"third party anomaly" to which this insurance applies from continuing or resuming, but only if no provider
of other insurance has a duty to defend that "claim".
c. The amount we will pay for "damages" and "claim expense" is subject to limits and retention as
described in SECTION IV — LIMITS OF INSURANCE AND RETENTIONS and the Declarations. No
other obligation or liability to pay sums is covered unless explicitly provided for under SECTION III —
SUPPLEMENTARY PAYMENTS.
d. If we retain counsel to defend "you" in a "claim", we will work with "you" to select counsel that is
acceptable to both "you" and us, but we retain the sole right to appoint such counsel, subject to
applicable law..
G. When we defend a "claim" against "you", we will pay reasonable and necessary "claim expense" subject
to the Limit of Insurance. Payment of such "claim expense" will reduce and may exhaust the Limit of
Insurance available to pay "damages".
f. We have no duty to defend "you" against any "claim" or pay related "claim expense" for a "claim" to
which this insurance does not apply,
g. Our right and duty to defend end when the applicable Limit of Insurance shown on the Declarations has
been exhausted by the payment of "damages" or "claim expense". Upon exhaustion of the limits of
insurance, we will initiate and cooperate in the transfer of control of the defense of any ongoing "claim"
to "you". "You" agree to accept this tender and arrange for the defense of such "claim" as soon as
practicable. We agree to take such steps we deem necessary to avoid a default in, or to continue the
defense of, any "suit" until the transfer is completed, provided "you" are cooperating with the completion
of the transfer.
h. With respect to all "claims":
(1) We may make any investigation of a "claim" we deem necessary;
(2) We may settle any "claim" provided we have the "Named Insured's" written consent, which shall
not be unreasonably withheld; and
912-5000 10 19 Copyright 2019 The Hanover Insurance Company. All Rights Reserved.
Includes copyrighted material of Insurance Services Office, Inc., with Its permission. page 3 of 30
(3) "You" will not settle any "claim" without our prior written consent, even if the "claim" is less than the
retention amount.
B. FIRST PARTY CYBER COVERAGE
1. SECURITY BREACH NOTIFICATION AND REMEDIATION
We will pay "your" "cyber breach expense" to which this insurance applies directly resulting from an actual
or reasonably suspected "information security breach" that:
a. Directly results from an actual or alleged "cyber and privacy security anomaly" committed on or after
the Cyber and Privacy Security Liability retroactive date shown on the Declarations and before the end
of the "policy period"; and
b. A "described authorized person" first discovers during the "Policy
the "policy period" or within 90 days after the end of the "Policy period" and first reports to us during
2. DATA AND SYSTEMS RESTORATION p y period".
We will pay "your" "data and systems restoration expense" directly resulting from a "malicious attack" that:
a. First occurs during the "policy period"; and
b. A "described authorized person" first discovers during the "Policy
the "policy period" or within 90 days after the end of the " period and first reports to us during
3. CYBER EXTORTION policy period".
We will pay "your" "cyber extortion expense" directly resulting from a "cyber extortion threat" that:
a. First occurs during the "policy period'; and
b. A "described authorized person" first discovers during the "Policy
the "policy period" or within 90 days after the end of the "Policy p y period" and first reports to us during
4. BUSINESS INCOME LOSS AND EXTRA EXPENSE period".
We will pay "your" "business income loss" and "extra expense" incurred during the "business income period
of restoration and directly resulting from:
a. A denial of service attack or distributed denial of service attack on "your" "computer system"; or
b. A "malicious attack';
that first occurs during the "policy period" and a "described authorized person" first discovers during the
"policy period" and first reports to us during the "policy period" or within 90 days after the end of the "policy
period".
5. CONTINGENT BUSINESS INCOME LOSS AND EXTRA EXPENSE
We will pay "your" "contingent business income loss and "extra expense" incurred during the "contingent
business income period of restoration" and directly resulting from:
a. A denial of service attack, or distributed denial of service on a "shared computer system"; or
b. A "malicious dependent attack",
that first occurs during the "policy period" and a "described authorized person" first discovers during the
Py period" and first reports to us during the "policy period" or within 90 days after the end of the "policy
period".
6. FUNDS TRANSFER FRAUD
We will pay "your" loss of "money" or "securities" directly resulting from a "funds transfer fraud" that:
a. First occurs during the "policy period'; and
b. A "described authorized person" first discovers during the "policy period" and first reports to us during
the "policy period" or within 90 days after the end of the "policy period".
7. COMPUTER FRAUD
We will pay "your" "computer fraud expense" directly resulting from "computer fraud" that:
a. First occurs during the "policy period"; and
b. A "described authorized person" first discovers during the "Policy
the "policy period" or within 90 days after the end of the "Policy period" and first reports to us during
p y period".
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8. TELECOMMUNICATIONS FRAUD
We will pay "your" "telecommunications fraud expense" that directly results from a "telecommunications
fraud" that:
a. First occurs during the "policy period"; and
b. A "described authorized person" first discovers during the "policy period" and first reports to us during
the "policy period" or within 90 days after the end of the "policy period".
9. PUBLIC RELATIONS
We will pay "your" "public relations service expense" that:
a. Directly resulting from an actual or alleged "third party anomaly" committed on or after the applicable
retroactive date shown on the Declarations and before the end of the "policy period"; but only if
b. The "third party anomaly" is first discovered by the "described authorized person" during the "policy
period" and first reported to us during the "policy period" or within 90 days after the end of the "policy
period".
10. CYBER BREACH OR EXTORTION REWARD
We will pay "your" "cyber breach or extortion reward expense" directly resulting from an "information security
breach" or "cyber extortion threat" that:
a. First occurs during the "policy period"; and
b. A "described authorized person" first discovers during the "policy period" and first reports to us during
the "policy period" or within 90 days after the end of the "policy period".
SECTION II — EXCLUSIONS
A. EXCLUSIONS APPLICABLE TO SECTION I —COVERAGE, A. TECHNOLOGY LIABILITY COVERAGE AND
B. FIRST PARTY CYBER COVERAGE
This insurance does not apply to
1. Bodily Injury
"Bodily injury". However, with respect to:
a. SECTION VI DEFINITIONS, 15. "Cyber and privacy security anomaly";
b. SECTION VI — DEFINITIONS, 38. "Media and content anomaly"; and
c. SECTION VI — DEFINITIONS, 44. "Personal injury anomaly", paragraph c.
this exclusion does not apply to mental anguish or mental injury.
2. Cross -insured "Claims"
Any "claim" against "you" that is brought by or on behalf of any of "you". However, this exclusion does not
apply to:
a. A "claim" made by "your" "employee" against "you" for failure to prevent unauthorized access to, or use
of, "data" containing "personal information" of such "employee"; however, for purposes of this exception,
"you" does not include those individuals or entities identified in paragraphs e, or f. of the definition of
"you"; and
b. A "claim" brought by any of "you" described in SECTION VI — DEFINITIONS, 66. "You", paragraph f.
when brought in "your" capacity as a client seeking "damages" resulting from a "third party anomaly" in
"your product" or "your work" to which this insurance would otherwise apply.
3. Employee Benefit Plans
Any liability or expense arising out of the administration of, or any breach of a fiduciary duty, responsibility,
or obligation, or the performance of or failure to perform any act or obligation related to any actual or
proposed employee benefit or pension plan, stock option, subscription or ownership plan, or compensation
plan, including but not limited to violations of the responsibilities, obligations or duties imposed upon fiduciaries
by the Employee Retirement Income Security Act of 1974 (ERISA), as amended, or any similar local, state,
federal or foreign law or regulations.
4. Intellectual Property
Any liability or expense arising out of theft, misappropriation, misuse, infringement or contributory
infringement of any intellectual property right.
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However, this exclusion does not apply to coverage specifically provided under SECTION I —
COVERAGES, A. TECHNOLOGY LIABILITY COVERAGE, 4. MEDIA AND CONTENT LIABILITY.
5. Internet Service Interruption
Any liability or expense arising out of an Internet service interruption or failure. However, this exclusion
does not apply if such interruption or failure was caused by a "third party anomaly" in "your product" or "your
work" or a "first party incident".
6. Criminal, Fraudulent, Dishonest Act or Intentional Violation of Law
Any liability or expense arising out of a criminal, fraudulent or dishonest act, error or omission or intentional
or knowing violation of a law, committed by "you" or with "your" consent or knowledge, alone or in collusion
with others.
However, this exclusion does not apply to:
a. "You" if "you" did not participate in, knowingly allow or direct such criminal, fraudulent, dishonest act,
error or omission or intentional or knowing violation of law;
b. Coverage specifically provided in this coverage part for "fines and penalties" arising out of an
"information security breach", if a limit for Fines and Penalties and Regulatory Defense coverage is
shown on the Declarations; and
c. "Damages" arising out of any failure to provide access to "your" website or "your" "computer system" if
such failure occurred because "you" suspended "your" website or "computer system" to mitigate
"damages" arising out of a:
(1) Denial of service attack or distributed denial of service attack on "your" "computer system"; or
(2) "Malicious attack".
that prevented authorized users from accessing "your" "computer system".
However, we will defend "you" against allegations of any of the foregoing conduct referenced in paragraphs
6.a., b. and c. above until there is a final non -appealable judgment or adjudication, adverse admission or
finding of fact against "you" as to such conduct at which time "you" shall reimburse us for "claim expense".
7. Nuclear Energy
Any liability or expense arising out of "Nuclear Energy Hazards".
8. Pollution
Any liability or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage,
migration, release or escape of "pollutants" at any time; or with respect to any loss, cost or expense arising
out of any:
a. Request, demand, order or statutory or regulatory requirement that "you" or others test for, monitor,
clean-up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects
of "pollutants'; or
b. "Claim" or "suit" by or on behalf of a governmental authority for "damages" because of testing for,
monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way
responding to, or assessing the effects of "pollutants".
9. War and Military Action
Any liability or expense arising out of "war" or military action.
B. EXCLUSIONS APPLICABLE TO SECTION I — COVERAGE, A. TECHNOLOGY LIABILITY COVERAGE
ONLY
This insurance does not apply to:
1. Asbestos
Any liability or expense arising out of any actual or alleged:
a. Inhaling, ingesting or prolonged physical exposure by any person to asbestos or asbestos fibers or
goods or products containing asbestos;
b. Use of asbestos in constructing or manufacturing any good, product or structure;
c. Intentional or accidental removal including encapsulation, dispersal, sealing or disposal of asbestos or
asbestos fibers from any good, product or structure;
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d. Manufacture, transportation, storage or disposal of asbestos or goods or products containing asbestos;
e. Product manufactured, sold, handled or distributed by or on behalf of "you" which contains asbestos;
or
f. Acts or omissions by "you" in connection with the general supervision of any job involving the removal,
enclosure, encapsulation, dispersal, sealing, or disposal of asbestos, asbestos fibers or products
containing asbestos.
General supervision includes the rendering of or failure to render any instructions, recommendations,
warnings, or advice.
2. Cost (guarantees
Any liability or expense arising out of cost or price representations, guarantees, overruns or estimates being
exceeded.
3. Employment Related Practices
Any liability or expense to:
a. A person arising out of any:
(1) Refusal to employ that person;
(2) Termination of that person's employment; or
(3) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation,
reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious
prosecution directed at that person; or
b. The spouse, "domestic partner", child, parent, brother or sister of that person as a consequence of
"bodily injury" to that person at whom any of the employment-related practices described in paragraph
a. above is directed.
This exclusion applies:
c. Whether the injury -causing event described in paragraph a. above occurs before employment, during
employment or after employment of that person;
d. Whether "you" may be liable as an employer or in any other capacity; or
e. To any obligation to share "damages" with or repay someone else who must pay "damages" because
of the injury.
4. Government Demands or Proceedings
Any liability or expense arising out of a "claim", demand or proceeding brought by a local, state, federal, or
foreign government, agency or entity.
However, this exclusion does not apply to any "claim" brought by a local, state, federal, or foreign
government agency or entity in its capacity as "your" client.
If a limit for Fines and Penalties and Regulatory Defense is shown on the Declarations, this exclusion does
not apply to "fines and penalties" otherwise specifically covered under this policy.
5. Professional Services
Any liability or expense arising out of the providing of or failing to provide professional services by "you" or
on "your" behalf while acting or working as any of the following:
a. Accountant;
b. Architect or surveyor;
c. Civil or structural engineer;
d. Other licensed engineer, except while acting or working as an engineer on "your product" or "your
work';
e. Insurance agent, broker, company, consultant, or representative;
f. Investment advisor, stockbroker, banker, financial advisor;
g. Lawyer; or
h. Real estate agent or broker.
6. Property Damage
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a. "Property damage"; or
b. Loss of use of tangible property that is not physically damaged arising out of sudden and accidental
physical damage to "your product" or "your work" after it has been put to its intended use.
However, this exclusion will not apply to any loss, corruption or destruction of "data" or information whether
or not the tangible property on which the "data" or information is kept is physically damaged or lost.
7. Recall
Any liability or expense to recall, withdraw, upgrade, dispose of, or remove, "your product" or "your work"
or any product containing or incorporating "your product" or "your work", from the marketplace.
However, this exclusion does not apply to:
a. The cost to recall, upgrade, correct, complete, rework, repair, or replace "your product" or "your work"
in whole or in part by another party if any of "you" did not have the opportunity to upgrade, correct,
complete, rework, repair, or replace "your product" or "your work"; or
b. "Claims" by third parties for loss of use resulting from recall, withdrawal, disposal, or removal of "your
product" or "your work" due to a "third party anomaly".
8. Unfair or Deceptive Business Practices
Any liability or expense arising out of false or deceptive advertising, misrepresentation in advertising,
antitrust, unfair competition, restraint of trade, unfair or deceptive business or trade practices, or any
violation of securities, corporate governance or consumer protection laws, Racketeer Influenced and
Corrupt Organizations Act (RICO), or any similar local, state, federal or foreign law or regulation. However,
this exclusion does not apply to a "claim" that is otherwise covered under SECTION I —COVERAGE, A.
TECHNOLOGY LIABILITY COVERAGE, 2. CYBER AND PRIVACY SECURITY LIABILITY.
If a limit for Fines and Penalties and Regulatory Defense is shown on the Declarations, this exclusion does
not apply to "fines and penalties" otherwise specifically covered under this policy.
9. Violation of Law
Any liability or expense directly or indirectly arising out of any action or omission that violates or is alleged
to violate:
a. The Telephone Consumer Protection Act (TCPA), including any amendment or addition to such law;
b. The CAN -SPAM Act of 2003, including any amendment of or addition to such law;
e. The Fair Credit Reporting Act (FORA) and any amendment of or addition to such law, including the Fair
and Accurate Credit Transaction Act (FACTA);
d. Any similar federal, state or local statute, ordinance or regulation, other than the TCPA, CAN -SPAM
Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the
printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or
distribution of material or information, except to the extent coverage for an "information security breach"
is specifically provided by this policy; or
e. Securities, antitrust, or restraint of trade laws.
However, this exclusion does not apply to a "claim" that is otherwise covered under SECTION I —
COVERAGE, A. TECHNOLOGY LIABILITY COVERAGE, 2. CYBER AND PRIVACY SECURITY
LIABILITY.
10. Workers Compensation and Similar Laws
Any obligation "you" have under any workers compensation act, employers liability law, unemployment
compensation law, disability benefit law, or any similar local, state, federal or foreign law or regulation.
C. EXCLUSIONS APPLICABLE TO SECTION I — COVERAGE, B. FIRST PARTY CYBER COVERAGE ONLY
This insurance does not apply to:
1. Contractual Liability
Any loss, cost or expense incurred by reason of assumption of liability in a contract or agreement,
2. Governmental Authority
Seizure or destruction of property by order of governmental authority. Such loss or damage is excluded
regardless of any other cause or event that contributes concurrently or in any sequence to the loss. This
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exclusion applies whether the "first party incident" results in widespread damage or affects a substantial
area.
3. "Data" Recapture
Any loss, cost or expense for the recapture or recreation of lost, stolen or destroyed "data".
4. Non -monetary Relief
Any loss, cost or expense for compliance with any order for, grant of or agreement to provide non -monetary
relief, including injunctive relief.
D. EXCLUSIONS APPLICABLE TO SECTION I — COVERAGE, B. FIRST PARTY CYBER COVERAGE, 2.
DATA AND SYSTEMS RESTORATION, 4. BUSINESS INCOME LOSS AND EXTRA EXPENSE, AND 5.
CONTINGENT BUSINESS INCOME LOSS AND EXTRA EXPENSE ONLY
This insurance does not apply to:
I. Act of Nature
Any loss, cost or expense arising out of fire, smoke, an explosion, lightening, wind, flood, earthquake,
volcanic eruption, tidal wave, landslide, or other act of God.
E. EXCLUSIONS APPLICABLE TO SECTION I — COVERAGE, B. FIRST PARTY CYBER COVERAGE, 6.
FUNDS TRANSFER FRAUD AND 7. COMPUTER FRAUD ONLY
This insurance does not apply to:
1. Automated Clearing House, Service Bureau Or Electronic Communications System
Any loss, cost or expense arising out of the acts or omissions of an "employee" or director of an automated
clearing house (including a federal Reserve Bank), service bureau, electronic communications system or
similar interbank payment or settlement systems (including Fedwire, CHIPS and SWIFT) or merchants who
have contracted with "you" to perform electronic funds transfer services.
2. Potential Income, Interest or Dividends
Any loss, cost or expense arising out of potential income, including interest and dividends, not realized by
"you" or "your" customer,
3. Social Engineering
Any loss, cost or expense related to a "social engineering event".
SECTION III — SUPPLEMENTARY PAYMENTS
I. With respect to any "claim" we investigate, defend or settle, we will pay:
a. All reasonable costs incurred by "you" at our request to assist us in the investigation or defense of a "claim",
including actual loss of earnings up to $1000 a day because of time off from work;
b. Prejudgment interest awarded against "you" on the part of a judgment we pay. If we make an offer to pay
the applicable Limit of Insurance, we will not pay prejudgment interest for the period of time after that offer;
c. All interest on the full amount of any judgment that accrues after entry of a judgment and before we have
paid, offered to pay, or deposited in court the part of the judgment that is within the applicable Limit of
Insurance;
d. The cost of bonds to release attachments, but only for bond amounts within the applicable Limit of
Insurance. We do not have to furnish these bonds; and
e. All court costs taxed against "you" in a "suit". However, these payments do not include attorneys' fees or
attorneys' expenses taxed against "you".
These payments will not reduce the Limits of Insurance.
Our duty to make Supplementary Payments ends when we have used up the applicable Limit of Insurance in
the payment of "damages" and "claim expense".
2. Pre -Claim Expense
We may, at our sole discretion, pay all "claim expense" we incur in investigating a potential "claim" "you" report
in accordance with SECTION V — CONDITIONS, 11. Duties in the Event of Notice of Potential "Claim".
Such payments will not apply toward the Limits of Insurance and Retention unless and until the "claim" is made
In accordance with SECTION V — CONDITIONS, 9. Duties in the Event of a "Claim,',at which time all "claim
expense" incurred prior to the notice of "claim" becomes subject to the Limits of Insurance and Retention.
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SECTION IV — LIMITS OF INSURANCE AND RETENTIONS
I. Limit of Insurance — Aggregate Limit Options
The "First Named Insured" must select an Aggregate Limit Option: either the Technology Liability and First
Party Cyber Coverages Shared Aggregate Limit Option or the Technology Liability and First Party Cyber
Coverages Separate Aggregate Limits Option. The Aggregate Limit Option selected by the "First Named
Insured" will be shown on the Declarations and will be the only option to apply to coverage under this policy.
The Aggregate Limit Options are described more fully below.
a. Technology Liability and First Party Cyber Coverage Shared Aggregate Limit Option
The Policy Aggregate Limit shown on the Declarations in Item 3. is the most we will pay for the sum of all
"damages", "claim expense" and "first party cyber loss" under SECTION I — COVERAGE for Technology
Liability Coverage and First Party Cyber Coverage including Fines and Penalties and Regulatory Defense,
if applicable, covered under this policy.
Each payment we make for such "damages", "claim expense" or "first party cyber loss" reduces the amount
of insurance available under the Policy Aggregate Limit by the amount of such payment. When this Policy
Aggregate Limit is exhausted, we shall have no further obligation to defend "claims" seeking such
"damages" or to pay "damages", "claim expense" or "first party cyber loss".
b. Technology Liability and First Party Cyber Coverages Separate Aggregate Limits Option
(1) The TECHNOLOGY LIABILITY COVERAGE AGGREGATE LIMIT shown on the Declarations in Item
3. for all Technology Liability Coverages purchased is the most we will pay for the sum of all "damages"
and "claim expense" for Technology Liability Coverages including Fines and Penalties and Regulatory
Defense, if applicable, covered under this policy.
Each payment we make for such "damages" or "claim expense reduces the amount of insurance
available under the Technology Liability Coverage Aggregate Limit by the amount of such payment.
When the Technology Liability Coverage Aggregate Limit is exhausted, we shall have no further
obligation to defend "claims" seeking such "damages" or to pay such "damages" or "claim expense".
(2) The FIRST PARTY CYDER COVERAGE AGGREGATE LIMIT shown on the Declarations in Item 8.
is the most we will pay for the sum of all "first party cyber loss" for First Party Cyber Coverages covered
under this policy.
Each payment we make for "first party cyber loss" reduces the amount of insurance available under the
First Party Cyber Coverage Aggregate Limit by the amount of such payment. When this First Party
Cyber Coverage Aggregate Limit is exhausted, we shall have no further obligation to pay "first party
cyber loss".
2. Technology Liability Coverage Each "Claim" Limit of Insurance
Subject to paragraph 1. Limit of Insurance Aggregate Limit Options above, if an Each "Claim" Limit of
Insurance is shown on the Declarations in Item 5, for a specific Technology Liability Coverage, then such Each
"Claim" Limit of Insurance is the most we will pay for the sum of all "damages" and "claim expense" because of
a "claim" directly resulting from a single "third party anomaly" or a series of "related third party anomalies" for
the selected Technology Liability Coverage, regardless of the number of persons or entities insured, the number
of "claims" made or the number of persons or entities making "claims" during the "policy period" or during any
applicable Extended Reporting Period.
Each payment we make for such "damages" or "claim expense" reduces the amount of insurance available
under the Each "Claim" Limit of Insurance for the selected coverage by the amount of such payment. When the
applicable Each "Claim" Limit of Insurance is exhausted, we shall have no further obligation to defend "claims"
seeking such "damages" or to pay such "damages" or "claim expense" because of a "claim" directly resulting
from a single "third party anomaly" or a series of "related third party anomalies".
3. First Party Cyber Coverage Limit of Insurance
Subject to paragraph 1. Limit of Insurance — Aggregate Limit Options above, if a Limit of Insurance is shown
in Item 9. on the Shared Aggregate Limit Declarations or Item 10. on the Separate Aggregate Limit Declarations
for a First Party Cyber Coverage, then such Limit of Insurance shown on the Declarations is the most we will
pay for the sum of all applicable "first party cyber loss" for the selected First Party Cyber Coverage regardless
of the number of persons or entities insured, the amount of "first party cyber losses" claimed or the number of
"first party cyber incidents" during the "policy period".
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Each payment we make for "first party cyber loss" reduces the amount of insurance available under the Limit
of Insurance for the selected First Party Cyber Coverage by the amount of such payment. When the applicable
Limit of Insurance is exhausted, we shall have no further obligation to pay "first party cyber loss" for the selected
coverage.
4. Retentions
a. Technology Liability Coverage "Each Claim" Retention
Subject to paragraph 1. Limit of Insurance — Aggregate Limit Options above, for each Technology
Liability Coverage shown with an Each "Claim" Limit on the Declarations in Item 5., we have no obligation
to pay "damages" or "claim expense" until the Each "Claim" Retention shown on the Declarations in Item
6. has been paid. The retention applies separately to each "claim
All "claims" directly resulting from a "third party anomaly" or any "related third party anomalies" shall be
subject to the each "claim" retention shown on the Declarations.
At our sole discretion, we may pay all or part of the each "claim" retention to settle a "claim", in which event
the "First Named Insured" agrees to repay us promptly after notification of such retention payment.
b. Technology Liability Coverage — Reduction of Retention
If, prior to service of a "suit", or within 60 days after the filing of a "suit", "you" and we agree to non-binding
arbitration by a neutral third party to resolve any "claim" reported to us, and if such "claim" is resolved
through such non-binding arbitration, we will reduce the retention amount applicable to such "claim" by fifty
percent (50%) or $10,000, whichever is less.
c. First Party Cyber Retention
Subject to paragraph 1. Limit of Insurance - Aggregate Limit Options above, for each First Party Cyber
Coverage shown with a Limit of Insurance in Item 9. on the Shared Aggregate Limit Declarations or Item
10. on the Separate Aggregate Limit Declarations, except for Business Income Loss and Extra Expense
and Contingent Business Income Loss and Extra Expense, we have no obligation to pay "first party cyber
loss" until the applicable First Party Cyber Coverage Retention shown in Item 10. on the Shared Aggregate
Limit Declarations or Item 11. on the Separate Aggregate Limit Declarations has been paid. The retention
applies separately to each "first party cyber loss".
If a single "first party cyber loss", or a series of continuous, repeated or related "first party cyber losses",
are subject to different retentions, the applicable retention(s) will be applied separately. However, the First
Party Cyber Coverage Retentions applied to such "first party cyber loss" will not exceed the largest
applicable retention.
d. If a "first party incident" that causes "first party cyber loss" and a "third party anomaly' that results in
"damages" or "claim expense" to which this insurance applies are related, we will apply each retention
separately. However, the sum of all retention amounts applied to such "first party cyber loss", "damages",
or "claim expense" will not exceed the largest applicable retention.
e. The Limits of insurance will not be reduced by payment of any "damages", "claim expense" or "first party
cyber loss" within the applicable retention amount.
f. Retention(s) shall be the responsibility of the "First Named Insured".
g. All terms and conditions of this policy apply, irrespective of the retention.
5. Fines and Penalties and Regulatory Defense
Subject to paragraph 1. Limit of Insurance — Aggregate Limit Options above, if a Fines and Penalties and
Regulatory Defense limit is shown on the Declarations in Item 5., such limit is the most we will pay for the sum
of all "regulatory proceeding claim expense" incurred and "fines and penalties" regardless of the number of
persons or entities insured, the number of "claims" made, or the number of government agencies or entities
making `Claims" during the "policy period" or any applicable extended reporting period.
The Fines and Penalties and Regulatory Defense limit is part of, and not in addition to, the applicable Aggregate
Limit shown on the Declarations and is subject to the Each "Claim" retention shown on the Declarations in Item
6.
SECTION V — CONDITIONS
1. Allocation
If a "claim" includes both covered and uncovered matters, then coverage shall apply as follows:
a. For "claim expense":
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(1) One hundred percent (100%) of "claim expense" incurred by "you" on account of such "claim" shall be
considered covered. However, the foregoing does not apply to:
(a) "Regulatory proceeding claim expense" unless a limit is shown on the Declarations for Fines and
Penalties and Regulatory Defense, then the amounts for covered "regulatory proceeding claim
expense" and for uncovered fees, costs and expenses shall be allocated based upon the relative
legal and financial exposures of, and the relative benefits obtained by, the parties to such matters;
or
(b) "Claim expense" if coverage is excluded under SECTION II — EXCLUSIONS, EXCLUSIONS
APPLICABLE TO SECTION I — COVERAGE, A. TECHNOLOGY LIABILITY COVERAGE AND
B. FIRST PARTY CYBER COVERAGE, 6. Criminal, Fraudulent, Dishonest Act or Intentional
Violation of Law.
b. For "damages" other than "claim expense":
All remaining "damages" incurred by "you" from such "claim" shall be allocated between covered "damages"
and. uncovered "damages" based upon the relative legal and financial exposures of, and the relative benefits
obtained by, the parties to such matters.
2. Assignment
"You" cannot assign or transfer "your" interest in this policy without our written consent.
Bankruptcy
Bankruptcy or insolvency of "you" or of "your" estate will not relieve us of our obligations under this policy.
4. Cancellation and Nonrenewal
a. The "First Named Insured" shown in the Declarations may cancel this policy for itself and all other
individuals or entities included within the definition of "you" by mailing or delivering to us advance written
notice of cancellation.
b. We may cancel this policy by mailing or delivering to the "First Named Insured" written notice of cancellation
at least:
(1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or
(2) 30 days before the effective date of cancellation if we cancel for any other reason.
c. We will mail or deliver our notice to the "First Named Insured_'s" last mailing address known to us.
d. Notice of cancellation will state the effective date of cancellation. The "policy period" will end on that date.
e. If this policy is canceled, we will send the "First Named Insured" any premium refund due. If we cancel, the
refund will be pro rata. If the "First Named Insured" cancels, the refund may be less than pro rata. The
cancellation will be effective even if we have not made or offered a refund.
f. If notice is mailed, proof of mailing will be sufficient proof of notice.
g. We are not required to renew this policy. However, written notice of our intent to non -renew this policy shall
be sent to the "First Named Insured" at least 60 days prior to expiration of the "policy period".
5. Change in Ownership, Control or Exposure
a. If during the "policy period":
(1) Another person, entity or group of persons or entities acquires more than 50 percent of the assets of a
"Named Insured";
(2) Another person, entity, or group of persons or entities, acquires the right to select a majority of a
"Named Insured's" directors or trustees; or
(3) A "Named Insured" consolidates with or merges with another entity and the "Named Insured" is the
surviving entity;
The "Named Insured" shall notify us as soon as practicable, but not later than 30 days after the effective
date of the transaction. The "First Named Insured" shall provide any additional information we request.
b. If the described transaction in paragraph a. occurs and notification is timely provided, coverage under this
policy for the "Named Insured" shall continue until the end of the "policy period", but only with respect to
claims made for damages attributable to "third party anomalies" or "first party cyber losses" attributable
to "first party incidents" which took place prior to the transaction, unless:
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(1) We agree in writing to provide coverage for "claims" or "first party cyber losses" made on or after the
date of such transaction; and
(2) The "First Named Insured" accepts any special terms, conditions, exclusions or additional premium
charged by us.
c. If the "Named Insured" fails to provide notice as described in paragraph 4.a. above, or fails to pay additional
premium when due as described in paragraph 4.b. above, coverage provided to the involved entity shall
terminate as of the date of the transaction.
d. If, during or prior to the "policy period", any entity ceases to be a "subsidiary", then coverage will be available
under the policy for such "subsidiary", but only for a "third party anomaly" or "first party incident" occurring
before such transaction. No coverage will be available for any "third party anomalies" or "first party incidents"
occurring after such transaction.
6. Changes
This policy contains all the agreements between the "First Named Insured" and us concerning the insurance
afforded. The "First Named Insured" is authorized to make changes to the terms of this policy with our consent
and such changes will apply to all entities that qualify as "you". This policy's terms can be amended or waived
only by endorsement issued by us and made a part of this policy.
7. Conformance to Statute
Any term of this policy which is in conflict with the statutes of the state in which this policy is issued is amended
to conform to those statutes.
8. Coverage Territory
This policy applies to "third party anomalies" and "first party incidents" that occur anywhere in the universe with
the exception of any country or jurisdiction which is subject to trade or other economic sanction or embargo by
the United States of America.
9. Duties in the Event of a "Claim"
If a "claim is made:
a. "You" must see to it that we receive written notice of the "claim" as soon as practicable. To the extent
possible, notice should include:
(1) How, when and where the "third party anomaly" took place;
(2) The names and addresses of any persons or entities allegedly sustaining injury or "damages" and any
witnesses; and
(3) The nature, amount and location of any injury, expense or "damages" directly resulting from the "third
party anomaly".
b. "You" must:
(1) Immediately send us copies of any demands, notices, summonses or legal papers received in
connection with the "claim";
(2) Authorize us to obtain records and other information;
(3) Cooperate with us in the investigation, defense or settlement of the "claim'; and
(4) Assist us, upon our request, in the enforcement of any right against any person or entity which may be
liable to "you" because of "damages" to which this insurance may apply.
C. "You" will not, except at "your" own cost, voluntarily make a payment, assume any obligation, or incur any
expense related to a "claim" without our consent.
10. Duties in the Event of a "First Party Incident"
If a "first party incident" occurs:
a. "You" must see to it that we receive written notice of the "first party incident" as soon as practicable. To the
extent possible, notice should include:
(1) How, when and where the "first party incident" took place; and
(2) The nature and amounts incurred by "you" that can be directly attributed to a "first party incident"; and
b. "You" must:
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(1) Notify law enforcement authorities as soon as possible if "you" have reason to believe that any "first
party incident" involves a violation of law;
(2) Submit to an examination under oath at our request and give us a signed statement of "your" answers;
and
(3) Give us a detailed proof of loss statement within 120 days of the "first party incident".
However, if any fact or information regarding a "first party incident" is subject to a court order or law
enforcement instruction, "you" must give to us written notice of the particulars of such "first party incident"
as soon as practicable after such order or instruction is no longer in effect.
11. Duties in the Event of Notice of Potential "Claim"
If, during the "policy period", "you" become aware of any facts which could reasonably be expected to result in
a "claim" directly resulting from a "third party anomaly" that occurred on or after the retroactive date but prior to
the end of the "policy period", "you" may give written notice to us or any of our authorized agents with the full
details.
Any subsequent "claim" made against "you,, directly resulting from these facts will be deemed to have been
made at the time the initial notice of potential "claim" was given to us. No subsequent policy issued by us will
apply to such "claim".
Written notice of a potential "claim by "you" or on "your" behalf to any of our authorized agents will be deemed
to be notice to us.
For purposes of this condition, if written notice of a potential "claim" is received by us no later than 90 days after
the end of the "policy period", then such potential claim will be deemed to have been received by us during the
"policy period".
12. International Insurance Requirements
a. Compulsory Insurance
This policy is not a substitute for any compulsory local insurance in any country, jurisdiction, state or
province whether or not this policy is accepted by local authorities. "You" must fully maintain any coverage
required by law, regulation or other governmental authority during the "policy period". However, reduction
of aggregate limits due to payments of "claims", judgments or settlements will not affect this requirement.
Failure to maintain such coverage required by law, regulation or other governmental authority will not
invalidate this insurance. However, this insurance will apply as if the required coverage was in full effect.
The insurance provided by this policy is not admitted insurance in any country, jurisdiction, state, or province
outside of the United'States (including its territories and possessions). We are not responsible for any fines,
taxes, or other penalties "you" may incur if "you" failed to obtain admitted insurance for "your" operations in
any country, jurisdiction, state, or province. We will not provide any required bonds, certificates, or other
evidence of insurance where this is not admitted insurance.
b. Difference in Conditions
This insurance applies on a difference in conditions basis when there is other insurance that:
(1) Is issued in a country or jurisdiction outside the United States (including its territories and possessions);
(2) Is intended to apply to "claims" made or brought in that other country or jurisdiction; and
(3) Provides coverage, in whole or in part, for the same "claim" covered by this insurance.
When this insurance applies on a difference in conditions basis, we will pay the difference between:
(4) The amount we would have paid under this insurance if no other insurance was available; and
(5) The amount "you" are entitled to under the terms and conditions of the other insurance "you" have for
the same "claim", whether "you" can collect or not.
c. Currency
All premiums, limits, retentions, benefits, "damages", "claim expense", "first party cyber loss",
Supplementary Payments and any other amounts are expressed and payable in the currency of the Unified
States of America.
(1) All payments or reimbursements we make for damages because of judgments or settlements will be
made in United States currency at the prevailing exchange rate as published in The Wall Street Journal
at the time "you" became legally obligated to pay such sums.
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(2) All payments or reimbursements we make for expense and Supplementary Payments will be made in
United States currency at the prevailing exchange rate as published in The Wall Street Journal at the
time the expense was incurred.
(3) All payments or reimbursements we make for loss of "digital currency" will be made in United States
currency at the prevailing exchange rate as published in The Wall Street Journal at the time of loss.
If there is no applicable rate of exchange published in the Wall Street Journal, then payment under this
Policy shall be made in the equivalent of United States of America dollars at the actual rate of exchange
for such currency.
At our sole option, we may make any of these payments in a different currency.
d. When We Are Prohibited From Defending "You"
If we are prevented by law anywhere within the "coverage territory" from fulfilling our duty to defend any of
"you" or investigate "claims", "you" will be responsible for providing that defense. We will reimburse "you"
for all reasonable "claim expense" incurred which we would have paid if we had defended or investigated
the "claim". Our duty to make such payments ends when we have used up the applicable Limit of Insurance
in the payment of judgments or settlements subject to the applicable Limits of Insurance and retentions.
e. When We Are Prohibited From Paying "Damages" on "Your" Behalf
If we are prevented by law, anywhere in the "coverage territory", from paying "damages" to which this
insurance applies, "you" may pay such "damages" with our written consent. Upon proof of such payments,
we will reimburse "you" for such "damages", subject to the applicable Limit of Insurance.
f. When We Are Prohibited From Paying Supplementary Payments
If the laws or regulations of a country or jurisdiction within the "coverage territory" prohibit us from paying a
Supplementary Payment on "your" behalf, we will reimburse "you" for such Supplementary Payment that
"you" incur.
g. Foreign Tax
If we make payment in a jurisdiction outside of the United States (including its territories and possessions),
Puerto Rico and Canada, all payments shall be made pre-tax without regard to tax consequences. We will
not be liable for any differential or financial burden due to tax liability on the payment.
13. Legal Action Against Us
a. With respect to Technology Liability Coverage, no person or entity has a right under this policy:
(1) To join us as a party or otherwise bring us into a "suit" asking for "damages" from "you"; or
(2) To sue us on this policy unless there has been compliance with all of its terms.
A person or entity may sue us to recover on an agreed settlement or on a final judgment against "you", but
we will not be liable for "damages" that are not payable under the terms of this policy or that are in excess
of the applicable limits of insurance. An agreed settlement means a settlement and release of liability signed
by "you" and the claimant or the claimant's legal representative and approved by us.
Any disputes between "you" and us as to whether there is coverage under this policy must be filed in the
courts of the United States of America (including its territories and possessions), Puerto Rico or Canada.
b. With respect to First Party Cyber Coverage, no person or organization has a right under this policy to sue
us for a "first party cyber loss":
(1) Unless all of its terms have been fully complied with;
(2) Until 90 days after "you" have filed proof of loss with us; and
(3) Unless such "suit" is brought within two years from the date the "described authorized person" discovers
the "first party incident" that caused the "first party cyber loss".
14. Liberalization
If we adopt any revisions to the terms and conditions of this policy form to provide more coverage without
additional rate during the policy term, the broadened coverage will immediately apply. However, the broadened
terms and conditions will not apply to any "claims" that were first made against "you" or "first party incidents"
that occurred prior to the effective date of the revision.
15. Other Insurance
a. Technology Liability Coverage
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If "you" have other insurance which applies to a "claim" covered by this policy, this policy will be excess
over any insurance, whether valid or collectible, including deductibles, retentions, whether the other
insurance is primary, pro rata, contributory, excess, contingent or on any other basis. However, if the other
insurance is written to apply as specific excess insurance over this policy's Limit of Insurance or the other
insurance is an extended reporting period endorsement attached to another policy that we issued, this
Policy will be primary.
When this insurance is excess, we have no duty to investigate or defend any "claim" if any other insurer
has a duty to defend "you" against that "claim". If no other insurer defends, we will undertake to do so, but
we will be entitled to "your" rights against all those other insurers.
b. First Party Cyber Coverage
(1) If "you" have other insurance subject to the same plan, terms, conditions and provisions as the
insurance under this policy, we will pay only our share of the covered "first party cyber loss". Our share
is the proportion that the applicable Limit of Insurance under this policy bears to the limits of insurance
of all insurance covering on the same basis.
(2) If there is other insurance covering the same "first party cyber loss", other than that described in (1)
above, we will pay only for the amount of "first party cyber loss" in excess of the amount due from that
other insurance. We will not pay more than the applicable Limit of Insurance or applicable Aggregate
Limit shown on the Declarations.
16. Representations
By accepting this policy, the "Named Insured" agrees that:
a. The statements in the Application and Declarations are accurate and complete;
b. Those statements are based on representations the "Named Insured" made to us; and
C. We have issued this policy in reliance upon these statements and representations.
The unintentional failure to disclose all hazards existing as of the inception date of the policy will not prejudice
your rights under this policy. However, this provision does not affect our right to collect additional premium or
exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws and regulations.
17. Right to "Claim" Information
a. If required by applicable law or regulation, we will provide the "First Named Insured" the following
information relating to this and any preceding insurance we have issued during the previous three years:
(1) A list or other record of each "third party anomaly" not previously reported to any other insurer, of which
we were notified in accordance with SECTION V — CONDITIONS, 9. Duties In the Event of a "Claim".
We will include the date and brief description of the "third party anomaly" if that information was in the
notice we received.
(2) A summary by policy year, of payments made and amounts reserved, stated separately under the
applicable Aggregate for each annual policy year limit.
b. Amounts reserved are based on our judgment. They are subject to change and should not be regarded as
ultimate settlement values.
C. "You" must not disclose this information to any claimant or claimant's representative without our consent.
d. If we cancel or elect not to renew this policy, we will provide such information no later than 30 days before
the date of policy termination. In all other circumstances, we will provide this information only if we receive
a written request from the "First Named Insured", in which case we will provide this information within 45
days of receipt of the request.
e. We compile "claim" and "third party anomaly" information for our own business purposes and exercise
reasonable care in doing so. In providing this information to the "First Named Insured" we make no
representations or warranties.
Cancellation or nonrenewal will be effective even if we inadvertently fail to provide this information, or provide
inaccurate or incomplete information.
18. Section Titles and use of Bold Type
The titling and bolding of sections and paragraphs within this policy is for convenience only and shall not be
interpreted as a term or condition of this policy.
19. Separation of Insureds
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Except with respect to the Limits of Insurance and Retention and any rights or duties specifically assigned in
this policy to the "First Named Insured", this insurance applies:
a. As if each "Named Insured" were the only "Named Insured'; and
b. Separately to each of "you" against whom a "claim" is made.
20. Sole Agent for "You ,
if By accepting this policy, "you" agree that only the "First Named Insured" is authorized to act on behalf of all of
you with respect to the following: payment of premiums, payment of Retention Amount, receiving return
premiums, giving or receiving notice of cancellation or nonrenewal, requesting an Opti
Period and agreeing to any change to this policy. q g Yonal Extended Reporting
Our communication on these matters will be with the "First Named Insured" and the inclusion of any of "you"
on any such correspondence does not grant, alter or extend any rights or obligations under this policy.
21. Subrogation
a. In the event of payment under this policy, "you" must transfer to us any applicable rights to recover from
another person or entity all or part of any such payment. "You" shall execute all papers required and shall
do everything necessary to secure and preserve such rights, including the execution of such documents
necessary to enable us to effectively bring suit or otherwise pursue subrogation rights in "your" name.
b. If prior to the "third party anomaly or first party incident" connected with such payment, "you" have agreed
in writing to waive"your" right of recovery or subrogation against any person or entity in accordance with
SECTION IV CONDITIONS, 23. Transfer Of Rights Of Recovery Against Others, such agreement
shall not be considered a violation of "your" duties under this policy.
22. Two or More Policies, Coverage Parts, or Endorsements Issued by Us
It Is our stated intent that the various coverage parts, forms, endorsements or policies issued to the "Named
Insured" by us, or any company affiliated with us, do not provide any duplication or overlap of coverage for the
same "claim"", "third party anomaly", "claim expense", "damages", "first party incident" or "first party cyber loss".
If this coverage part, form, endorsement or policy and any other coverage part, form, endorsement or policy
issued to the "Named Insured" by us, or any company affiliated with us, apply to the same "claim", "third party
anomaly", "claim expense", "damages", "first party incident", or "first party cyber loss", the maximum Limit of
Insurance under all such coverage parts, forms, endorsements or policies combined shall not exceed the
highest applicable Limit of Insurance under any one coverage part, form, endorsement or policy.
This paragraph does not apply to umbrella insurance, or excess insurance, written by us or any company
affiliated with us and issued to "you" specifically to apply in excess of the Limits of Insurance shown in the
Declarations,
23. Transfer Of Rights Of Recovery Against Others
a. With respect to Technology Liability Coverage, we will waive our right to recover "damages" from another
person or entity because of payments we make for "damages" directly resulting from a "third party anomaly",
provided "you" have waived "your" rights to recover against such person or entity in a written contract or
agreement executed before the "third party anomaly" is committed.
In all other circumstances, "you" agree to assign to us "your" rights of recovery against any other party for
any "damages" or "claim expense" we have paid on "your" behalf. "You" will do everything necessary to
preserve our rights and will do nothing to impair them. At our request, "you" will bring "suit" or transfer those
rights to us and help us enforce them.
b. With respect to the First Party Cyber Coverage, if any person or organization to or for whom we make
payment under this policy has rights to recover "first party cyber loss" from another, those rights are
transferred to us to the extent of our payment. That person or organization must do everything necessary
to secure our rights and must do nothing after the loss to impair them. But "you" may waive "your" rights
against another party in writing:
(1) Prior to a "first party incident"; or
(2) After a "first party incident" only if, at the time of the "first party incident", that party is one of the following:
(a) Someone insured by this insurance;
(b) A business firm:
1) "You" owned or controlled; or
2) That owns or controls "you"; or
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(3) "Your" tenant.
This will not restrict "your" insurance.
SECTION VI — DEFINITIONS
1. "Bodily injury" means bodily injury, sickness or disease sustained by a person. This includes mental anguish,
mental injury, shock, fright or death resulting from "bodily injury", sickness or disease.
2. "Breach notification laws" means any federal, state, local or foreign privacy legislation or regulation that
requires an entity to provide notice to affected natural persons or data protection authorities regarding any
actual or potential unauthorized access to "personal information".
3. "Business income loss" means:
a. Net profit or loss before income taxes that would have been earned or incurred if there had been no:
(1) Denial of service or distributed denial of service attack on "your" "computer system"; or
(2) "Malicious attack"; and
b. Continuing normal operating expenses incurred, including payroll, if such expenses would have been
incurred had such:
(1) Denial of service attack or distributed denial of service attack on "your" "computer system"; or
(2) "Malicious attack';
not occurred.
"Business income loss" does not include loss arising from:
(1) Interest or investment income;
(2) Contractual penalties;
(3) Other consequential loss or damage;
(44) Legal costs or expenses of any nature;
(5) Liability to any person or organization that is not "you";
(6) Cost or expenses to maintain, replace, update, remediate, recreate or improve "your" "computer
system" to a level beyond that which existed prior to the applicable:
(a) Denial of service or distributed denial of service attack on "your" "computer system", or
(b) "Malicious attack"; or
(7) Costs or expenses to identify or remediate "your" "computer system" errors or vulnerabilities.
4. "Business income period of restoration" means the period of time that:
a. Begins with the date and time that the impairment of "your" business operations which is directly attributable
to a:
(1) Denial of service attack or distributed denial of service attack on "your" "computer system"; or
(2) "Malicious attack";
is first known by any "described authorized person" and after application of the business interruption
"waiting period"; and
b. Ends with the earlier of.
(1) The date and time "your" "computer system" is restored to substantially the level of operation in
existence prior to the:
(a) Denial of service or distributed denial of service attack on "your" "computer system"; or
(b) "Malicious attack"; or
(2) 180 days from the date and time that "your" "computer system" was first interrupted by such:
(a) Denial of service or distributed denial of service attack; or
(b) "Malicious attack".
The expiration date of this Policy or Coverage Part will not limit the "business income period of restoration".
5. "Claim" means:
a. Any written demand for "damages";
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b. A "suit";
C. A written request to toll or waive a Statute of Limitations; or
d. If Fines and Penalties and Regulatory Defense coverage is shown with a limit on the Declarations, °claim"
also means a "regulatory proceeding".
With the exception of "regulatory proceeding" described in paragraph d. above, "claim" does not mean any
criminal proceeding, regulatory or criminal administrative proceeding, or formal or informal criminal
investigation.
"Claim" does not include a request by "you" for reimbursement of "first party cyber loss".
6. "Claim expense" means any reasonable and necessary legal fees and expenses, including but not limited to
attorney fees, expert fees, cost of consultants and witnesses, and premium on appeal, attachment or similar
bonds, incurred in the investigation, defense, settlement and appeal of a "claim".
if "Claim expense" does not include salaries, wages, fees, overhead or benefit expenses incurred by us or by
you except as specified in SECTION III — SUPPLEMENTARY PAYMENTS.
However, if a limit is shown on the Declarations for Fines and Penalties and Regulatory Defense, "claim
expense" also means "regulatory proceeding claim expense".
7. "Computer fraud" means an intentional, unauthorized and fraudulent entry of data or computer instructions
directly into, or change of "data" within, "your" "computer system" by a person or organization other than "you"
or other person under "your" direct supervision, including any such entry or change made via the internet,
provided that such entry or change causes:
a. "Money", "securities" or "other property" to be transferred, paid or delivered;.
b. "Your" account or "your" customer's account to be added, deleted, debited or credited; or
c. An unauthorized or fictitious account to be debited or credited.
8. "Computer fraud expense" means "your" direct loss of "money", "securities", or "other property" directly
caused by "computer fraud".
9. "Computer system" means any computer or computer network including hardware, software, telephone
system, firmware, and the "data" stored thereon, as well as associated input and output devices, "data" storage
devices; networking equipment and storage area network or other "data" backup facilities.
10. "Confidential business information" means any information related to trade secrets, processes, operations,
Style of work, identification of customers, or other information of commercial value which is owned, licensed,
maintained or stored by "you" when disclosure is likely to cause harm to the business or there is a written
requirement that the information be kept confidential.
11. "Consumer redress funds" means a sum of money which "you" are legally obligated to deposit in a fund as
equitable relief for the payment of consumer claims due to an adverse judgment or settlement of a "regulatory
proceeding". "Consumer redress fund" shall not include any amounts paid which constitute taxes, fines,
penalties, injunctive relief or sanctions.
12. "Content" means code, data, images, mask work, sounds, scents, tastes, text, textures or other forms of
expression.
13. "Contingent business income loss" means, with respect to "your" business operations that are dependent
on a "shared computer system":
a. Net profit or loss before income taxes that would have been earned or incurred if there had been no:
(1) Denial of service or distributed denial of service attack on a "shared computer system"; or
(2) "Malicious dependent attack", and
b. Continuing normal operating expenses incurred, including payroll, if such expenses would have been
incurred by "you" had such:
(1) Denial of service or distributed denial of service attack on a "shared computer system"; or
(2) "Malicious dependent attack",
not occurred.
"Contingent business income loss" does not include loss arising from:
(3) Interest or investment income;
(4) Contractual penalties;
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(5) Other consequential loss or damage;
(6) Legal costs or expenses of any nature;
(7) Liability to any person or organization that is not "you';
(8) Cost or expenses to maintain, replace, update, remediate, recreate or improve a "shared computer
system" to a level beyond that which existed prior to the applicable:
(a) Denial of service or distributed denial of service attack on a "shared computer system'; or
(b) "Malicious dependent attack"; or
(9) Costs or expenses to identify or remediate "shared computer system" errors or vulnerabilities.
14. "Contingent business income period of restoration" means the period of time that:
a. Begins with the date and time that the impairment of "your" business operations which is directly attributable
to a:
(1) Denial of service or distributed denial of service attack on a "shared computer system"; or
(2) "Malicious dependent attack"
is first known by any "described authorized person" and after application of the contingent business income
"waiting period'; and
b. Ends with the earlier of:
(1) The date and time "your" business operations are restored to substantially the level of operation in
existence prior to the:
(a) Denial of service or distributed denial of service attack on a "shared computer system"; or
(b) "Malicious dependent attack"; or
(2) 180 days from the date and time of such impairment of "your" business operations was first known by
any "described authorized person".
The expiration date of this Policy or Coverage Part will not limit the "contingent business income period of
restoration".
15. "Cyber and privacy security anomaly" means:
a. Failure to prevent unauthorized access to or unauthorized use, theft, loss, accidental release or publication
of "confidential business information" or "personal information';
b. Failure to provide an authorized user access to "your" "computer system";
c. Failure to prevent tampering with code or an unintended transmission of a virus or harmful code,
d. Failure to comply with any provision in "your" "privacy policy" to protect "personal information" that is
subject to any "privacy law" or "breach notification law"; or
e. Failure to provide notification of any actual or potential unauthorized access to or use of "personal
information" as required by any "breach notification law" that applies to "you".
16. "Cyber breach expense" means reasonable and necessary fees, costs or expense:
a. To conduct an investigation and forensic analysis to assess the nature and extent of the "information
security breach"; however, forensic analysis expenses do not include the cost of restoration, or correction
of deficiencies, of "your" "computer system";
b. To retain outside legal counsel, approved by us, to provide and/or review recommendations as to how "you"
should respond to an "information security breach" following the discovery and reporting of the "information
security breach", including final legal review of the proposed breach notification letter(s); however, any legal
expenses incurred by "you" do not include expenses for legal counsel to review any third party liability
litigation or notification of potential litigation;
c. To notify the individuals whose "personal information" was subject to an "information security breach",
including, but not limited to, the cost of mailing, printing, and other communications;
d. To establish a call center or a website to be made available to individuals whose "personal information"
was subject to an "information security breach';
e. For credit or identity monitoring or identity theft education assistance for individuals whose
information" was subject to an "information security breach", for up to two years or as required by the
applicable jurisdiction;
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f. To retain a public relations firm to minimize harm directly resulting from a covered "information security
breach" or violation of "breach notification laws"; and
g. For any other fees, costs or expenses pre -approved in writing by us at our sole discretion.
17. "Cyber breach or extortion reward expenses" means the amount paid by "you" with our prior written consent
to an Informant for information not otherwise available which leads to the arrest and conviction of a natural
person or an entity responsible for an actual or threatened "information security breach" or a "cyber extortion
threat" covered under this Policy.
However, we will not pay for information that was provided by:
a. "You";
b. "Your" internal or external auditors;
c. Any vendor or independent contractor hired by "you';
d. Any individual or firm hired by "you" to investigate the illegal act described above; or
e. Any individual(s) with supervisory or management responsibility of any of the individual(s) described above.
18. "Cyber extortion expense" means any reasonable and necessary expense incurred by "you" with our prior
written approval including:
a. Any "cyber extortion payment" that has been made under duress by "you" or on "your" behalf., but solely to
prevent or mitigate a "cyber extortion threat"; or
b. Other expenses directly relating to "your" efforts to prevent or mitigate a "cyber extortion threat".
19. "Cyber extortion payment" means "money", `other property", "your product" or "your work" demanded to
mitigate or terminate a "cyber extortion threat".
20. "Cyber extortion threat" means a threat to:
a. Access, alter, corrupt, damage, misappropriate, destroy, delete, sell or disclose "confidential business
information", "personal information" or software on "your" "computer system
b. Initiate a denial of service attack on "your" `Computer system"; or
c. Transmit a virus or harmful code into "your" "computer system";
provided that such "cyber extortion threat" is made for the purpose of demanding a 'Cyber extortion
payment".
21. "Carriages" means a monetary judgment, award or settlement that "you" become legally obligated to pay.
"Damages" also means punitive or exemplary "damages" or the multiplied portion of multiplied awards, if
insurable under law. This paragraph shall be governed by the applicable law of the most favorable jurisdiction
for such "damages":
a. Where the "Claim" seeking such "damages" is brought or where such "damages" are awarded;
b. Where the "third party anomaly" giving rise to the "claim" occurred;
c. Where "you", subject to such "damages", are incorporated or have "your" principal place of business; or
d. Where we are incorporated or have our principal place of business.
However, "damages" does not include any:
e. Cost or expense to recall, upgrade, correct, complete, rework, repair, or replace "your product' or "your
work" In whole or in part by:
(1) Any of "you"; or
(2) Another party if any of "you" had the opportunity to upgrade, correct, complete, rework, repair, or
replace "your product' or "your work";
f. Costs to comply with an order for injunctive relief, or to comply with an agreement to provide such relief;
g. Credits, coupons, offsets, refunds or return of fees, rebates, charges, commissions or other compensation
paid to "you";
h. Taxes;
I. Voluntary payments; or
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j. Fines or penalties, except as provided above with respect to punitive, multiple portion of "damages".
However, if a limit for Fines and Penalties and Regulatory Defense is shown on the Declarations, this
paragraph does not apply to "fines and penalties" otherwise specifically covered under this policy.
22. "Data" means a representation of information, knowledge, facts, concepts or instructions which are being
processed or have been processed in a "computer system".
23. "Data and systems restoration expense" means the reasonable and necessary expense for an outside
professional firm to do any of the following in order to restore "your" "computer system" to the level of
functionality it had immediately prior to the "malicious attack":
a. Conduct an investigation and forensic analysis to assess the impact to "data" and "your" "'computer
system';
b. Replace or reinstall software or "data" from a written or electronic record;
c. Remove any virus or harmful code; and
d. Configure or correct the configuration of "your" "computer system".
However, "data and systems restoration expense" does not mean:
G. Costs to replace hardware, research or correct deficiencies, or to increase the speed, capacity or utility of
a "computer system" beyond what existed immediately prior to the "malicious attack";
f. Labor costs of "your" "employees" or executives;
g. Costs to research, recreate or develop any "data", including trade secrets; or
h. The economic or market value of the "data", including trade secrets or any other consequential loss or
damages.
24. "Described authorized person" means:
If the "Named Insured" is designated in the Declarations as:
a. An individual, then the "Named Insured';
b. A partnership, joint venture or limited liability company, any "Named Insured's" partner, manager or
member; or
c. An organization other than a partnership, joint venture or limited liability company, any "Named Insured's"
director, executive officer or Chief Information Officer or any leader of the "Named Insured's" legal, finance,
risk management or other department that is responsible for insurance matters, or the organizational or
functional equivalent of such positions.
25. "Digital currency" means a digital or electronic medium of exchange this is used and accepted as a means of
payment, but that is not issued by, or guaranteed by, a central bank, government or public authority.
26. "Domestic partner" means any natural person qualifying as a domestic partner under the provisions of any
applicable federal, state or local law or under the provisions of any formal program established by a "Named
Insured".
27. "Employee includes a past or current "leased worker", "temporary worker", and "volunteer worker". For purposes
of this definition:
a. "Leased worker" means a person leased to a "Named Insured" by a labor leasing firm under an agreement
between the "Named Insured" and a labor leasing firm, to perform duties related to the conduct of the "Named
Insured's" business;
b. "Temporary worker" means a person who is furnished to a "Named Insured" to substitute for a permanent
°employee" on leave or to meet seasonal or short-term workload conditions; and
C. "Volunteer worker" means a person who is not a "Named Insured's" "employee", and who donates his or
her work and acts at the direction of and within the scope of duties determined by the "Named Insured",
and is not paid a fee, salary or other compensation by the "Named Insured" or anyone else for their work
performed for the "Named Insured". "Volunteer worker" does not include a prisoner.
28. "Errors and omissions anomaly" means:
a. Error, omission or negligent act;
b. Breach of warranty or representation as to fitness, quality, suitability or performance; or
c. Failure to perform the function or serve the purpose intended.
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29. "Extra expense" means reasonable and necessary expense incurred by "you" during the "business income
period of restoration" or "contingent business income period of restoration" in an attempt to continue business
operations that have been interrupted but only to the extent such expense:
a. Would not have been incurred if there had been no:
(1) Denial of service or distributed denial of service attack on "your" "computer system" or a "shared
computer system"; or
(2) "Malicious attack", or "malicious dependent attack";
b. Exceeds "your" normal operating expenses,
c. Mitigates, reduces, or avoids "your" "business income loss" or "contingent business income loss"; and
d. Is incurred with prior consent from us.
"Extra Expense" does not include:
e. Contractual penalties,
f. Costs or expense to prevent a loss or correct any deficiencies or problems with "your" "computer system or
"shared computer system"; or
Costs or expense to maintain, replace, update, remediate, recreate or improve "your" "computer system or
a "shared computer system" to a level beyond that which existed prior to the applicable:
(1) Denial of service or distributed denial of service attack on "your" 'computer system" or a "shared
computer system"; or
(2) "Malicious attack" or "malicious dependent attack".
30. "Fines and penalties" means, to the extent allowable by law, monetary amounts imposed by any local, state,
federal, or foreign government agencies or entities for any "claims" directly resulting from a "cyber and privacy
security anomaly" or a series of related "cyber and privacy security anomalies" that results in an "information
security breach".
31. "First named insured" means the "Named Insured" listed first in Item 2. of the Declarations..
32. "First party cyber loss" means covered payments for "first party incidents".
33. "First party incident" means an event which triggers any of the coverages enumerated in SECTION I —
COVERAGES, R. FIRST PARTY CYBER COVERAGE.
Any series of "first party incidents" that are connected by reason of a common action, circumstance, decision,
fact, cause, result, damage, omission, policy or transaction shall be treated as a single "first party incident" that
is deemed to have occurred on the date the first "first party incident" occurred. A "first party incident will be
deemed to have been first reported to us on the date we first receive a written notice of such "first party incident".
34. "Funds transfer fraud" means an intentional, unauthorized and fraudulent instruction transmitted by electronic
means to a financial institution directing such institution to debit an account or to transfer, pay or deliver "money"
or "securities" from such account, which instruction purports to have been transmitted by "you", but was in fact
transmitted by a person other than "you" without "your" knowledge or consent.
35. "Information security breach" means actual or alleged unauthorized access to or unauthorized use, theft,
loss, acquisition, or accidental release or publication of:
a. "Confidential business information'; or
b. "Personal information";
owned, licensed, maintained or stored by "you" or maintained or stored by a third party under written contract
or written agreement with "you".
36. "Malicious attack" means:
a. The introduction of a computer virus or harmful code into "your" "computer system"; or
b. Damage to, destruction of, or deletion of "data" or software within "your" "computer system" by a
person who:
(1) Is not authorized to access "your" "computer system"; or
(2) Is authorized to access "your" "computer system" but uses such access to cause damage, destruction
or deletion.
37. "Malicious dependent attack" means:
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a. The introduction of a computer virus or harmful code into a "shared computer system"; or
b. Damage to, destruction of, or deletion of "data" or software within a "shared computer system" by a
person who:
(1) Is not authorized to access a "shared computer system", or
(2) Is authorized to access a "shared computer system" but uses such access to cause damage,
destruction or deletion.
38. "Media and content anomaly" means:
a. Infringement or dilution of title, slogan, trademark, trade name, trade dress, service mark, service name, or
copyright;
b. Misappropriation of ideas under implied contract;
C. Plagiarism;
d. Piracy, but only when it directly relates to infringement of copyright or trademark; or
e. Misuse of an intellectual property right in "content", but only when it results in "media and content liability
anomalies" described in 38.a) through d) above.
39. "Money" means:
a. Currency, coins and bank notes in current use and having a face value;
b. "Digital currency'; and
c. Travelers checks, registered checks and money orders held for sale to the public.
However, "money" does not include "securities".
40. "Named Insured" means any person or entity designated as such on the Declarations and any "subsidiary" of
a "Named Ensured".
41. "Nuclear energy hazards" means:
a. Any injury or "damages
(1) With respect to which an insured under this policy is also an insured under a nuclear energy liability
Policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability
Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an
insured under any such policy but for its termination upon exhaustion of its limit of liability; or
(2) Resulting from the hazardous properties of nuclear material and with respect to which:
(a) Any person or entity is required to maintain financial protection pursuant to the Atomic Energy Act
of 1954, or any law amendatory thereof; or
(b) "You" are or had this policy not been issued would be, entitled to indemnity from the United States
of America, or any agency thereof, under any agreement entered into by the United States of
America, or any agency thereof, with any person or entity.
b. Any injury or "damages' resulting from hazardous properties of nuclear material, if:
(1) The nuclear material:
(a) Is at any nuclear facility owned by, or operated by or on behalf of "you" or
(b) Has been discharged or dispersed there from;
(2) The nuclear material is contained in spent fuel or waste at any time possessed, handled, used,
processed, stored, transported or disposed of, by or on behalf of "you'; or
(3) The injury or "damages" arises out of the furnishing by "you" of services, materials, parts or equipment
in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but
if such facility is located within the United States of America, its territories or possessions or Canada,
this paragraph 3) applies only to property damage to such nuclear facility and any property thereat.
As used in this definition:
Hazardous properties include radioactive, toxic, or explosive properties;
Nuclear material means source material, special nuclear material or by-product material;
Source material, special nuclear material, and by-product material have the meanings given them in the
Atomic Energy Act of 1954 or in any law amendatory thereof;
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Spent fuel means any fuel element or fuel component, solid or liquid, which has been used or exposed to
radiation in a nuclear reactor;
Waste means any waste material (a) containing by-product material other than the tailings or wastes
produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its
source material content, and (b) resulting from the operation by any person or entity of any nuclear facility
included under the first two paragraphs of the definition of nuclear facility.
Nuclear facility means:
(4) Any nuclear reactor,
(5) Any equipment or device designed or used for:
(a) Separating the isotopes of uranium or plutonium;
(b) Processing or utilizing spent fuel; or
(c) Handling, processing or packaging waste;
(6) Any equipment or device used for the processing, fabricating or alloying of special nuclear material if
at any time the total amount of such material in the custody of "you" at the premises where such
equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233
or any combination thereof, or more than 250 grams of uranium 235;
(7) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of
waste,.
and includes the site on which any of the foregoing is located, all operations conducted on such site and all
premises used for such operations.
Nuclear reactor means any apparatus designed or used to sustain nuclear fission in a self-supporting chain
reaction or to contain a critical mass of fissionable material.
Injury or "damages" include all forms of radioactive contamination of property.
42. "Other property" means any tangible property other than "money" and "securities" that has intrinsic value.
43. "Personal Information" means information that constitutes a natural person's non-public information as
defined in any "privacy law", including information related to employment by "you". However, "personal
information" does not include information that is lawfully available to the general public and not protected by
any applicable "privacy law".
44. "Personal Injury anomaly" means:
a. Invasion, intrusion or interference with the right of privacy or publicity, including false light, or commercial
appropriation of name or likeness;
b. Wrongful entry, eavesdropping, eviction, trespass or other invasion of the right of private occupancy;
c. Defamation, libel, slander, product disparagement, trade libel, mental anguish, outrageous conduct, or
other tort related to disparagement or harm to the reputation or character of any person or entity; or
d. False arrest, detention, imprisonment, or malicious prosecution.
45. "Policy period" means the period from the effective date of the current policy to the "policy termination date".
46. "Policy termination date" means the expiration date of the policy or any applicable cancellation date of the
policy.
47. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot,
fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or
reclaimed.
48. "Privacy law" means any local, state, federal, or foreign privacy protection laws, statutes, or regulations that
require "you" to protect the security or confidentiality of "personal information", to adopt or post specific privacy
or security controls, or to notify to individuals or a governmental agency or entity in the event that "personal
Information" has been or potentially has been compromised. However, "privacy law" does not include those
portions of any local, state, federal, or foreign privacy protection laws, statutes, or regulations that require "you"
to provide access to "personal information", delete "personal information", or to correct incomplete or inaccurate
"personal information" after a request is made by an individual.
49. "Privacy policy" means any publicly available written document that sets forth "your" policies, standards, or
procedures for the collection, use and disclosure of "personal information".
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50. "Property damage" means physical damage to tangible property of others, including all resulting loss of use
of that property. Tangible property does not include "data".
51. "Public relations service expense" means the reasonable costs and expense incurred by "you" to:
a. Retain a public relations consultant or firm, or a crisis management consultant or firm; and
b. Plan or execute "your" public relations campaign;
To mitigate any actual or potential negative publicity generated from loss to which this insurance applies.
"Public relations service expense" does not include fees, costs or expenses "you" incur to comply with any law
or regulation.
52. "Regulatory proceeding" means a civil investigation, proceeding or formal request brought by or on behalf of
a local, state, federal or foreign government agency or regulatory authority seeking:
a. Information;
b. "Fines and penalties"; or
c. "Consumer redress funds"
as a result of an "information security breach" directly resulting from a "cyber and privacy security anomaly".
53. "Regulatory proceeding claim expense" means "claim expense" incurred in a "regulatory proceeding"
directly resulting from a "cyber and privacy security anomaly" or a series of related "cyber and privacy security
anomalies" resulting in an "information security breach", if:
a. This alleged violation of law occurred on or after the applicable retroactive date(s) and before the end of
the "policy period';
b. The "regulatory proceeding" is first filed against "you" during the "policy period" or any extended reporting
period we provide and is reported to us as set forth in SECTION V — CONDITIONS, 9. Duties In the Event
of a "Claim".
c. "You did not give notice of such "regulatory proceeding" or alleged violation of law on which it is based to
any prior insurer, or notice under any policy of which this policy was a renewal, replacement or succeeds
In time; and
d. Prior to the inception date of the first Technology Professional and Cyber Advantage policy issued and
continually renewed by us, no "described authorized person" knew:
(1) The alleged violation of law on which the "regulatory proceeding" is based occurred;
(2) The "regulatory proceeding" was filed; or
(3) Any fact which could reasonably be expected to result in the "regulatory proceeding" or "claim" seeking
injunctive relief.
54. "Related third party anomaly" means two or more "third party anomalies" that have as a common connection,
tie, or link any fact, circumstance, situation, event, transaction, result, damage, cause, or series of related facts,
circumstances, situations, events, transactions, results, damages or causes.
55. "Securities" means negotiable and nonnegotiable instruments or contracts representing "money" or "other
property" and includes:
a. Tokens, tickets, revenue and other stamps (whether represented by actual stamps or unused value in a
meter) in current use; and
b. Evidence of debt issued in connection with creditor charge cards, which cards are not issued by the "Named
Insured".
However, "securities" does not include "money".
56. "Shared computer system" means a "computer system", other than "your" "computer system", operated for
"your" benefit by a third party under written contract with "you", including "data" hosting, cloud services or
computing, co -location, "data" back-up, "data" storage, "data" processing, platforms, software, and
infrastructu re -as -a -service.
57. "Social engineering event" means the fraudulent misrepresentation of a material fact by a third party
pretending to be a client, vendor, "employee", or executive officer, which induces "you":
a. To transfer "money" or send "securities'; or
b. Instructs individuals or entities included within the definition of "you" to transfer such "money" or
send "securities".
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58. "Subsidiary" means any corporation or limited liability company of which one or more "Named Insureds" owns
more than 50% of the issued and outstanding voting stock, either directly or indirectly, on the inception date of the
"policy period" and which was disclosed in the application or any other information or material submitted to us in
applying for this policy.
59. "Suit" means:
A civil proceeding seeking "damages" because of a "third party anomaly" to which this insurance applies, or
seeking injunctive relief related to a "third party anomaly". "Suit" includes:
a. An arbitration proceeding in which such "damages" are claimed and to which any of "you" must submit or
does submit with our consent; or
b. Any other alternative dispute resolution proceeding in which such "damages" are claimed and to which
"you" submit with our consent.
60. "Telecommunications fraud" means the intentional, unauthorized, and fraudulent gaining of access to
outgoing Voice over Internet Protocol and telephony services through the infiltration and manipulation of "your"
"telecommunication services" by a person or organization other than "you".
61. "Telecommunications fraud expense" means amounts "you" must pay for charges that are directly
attributable to the theft of "telecommunications services".
62. "Telecommunications services" means telephone, fax, data, or computer transmission services provided to
"you" by others.
63. "Third party anomaly" means any of the following:
a. "Errors and omissions anomaly";
b. "Cyber and privacy security anomaly";
c. "Personal injury anomaly"; or
d. "Media and content anomaly".
64. "Waiting period" means the number consecutive hours, shown on the Declarations, that must elapse after the
actual and measurable interruption or suspension of "your" business directly attributable to a:
a. Denial of service or distributed denial of service attack on "your" "computer system", or a "shared computer
system'; or
b. "Malicious attack" or "malicious dependent attack".
A separate "waiting period" will apply to each "business income period of restoration" and "contingent business
income period of restoration".
65. "War" means:
a. War, including undeclared or civil war;
b. Warlike action by a military force, including action in hindering or defending against an actual or expected
attack, by any government, sovereign or other authority using military personnel or other agents; or
c. Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or
defending against any of these.
66. "You" means, individually and collectively:
a. Any "Named Insured";
b. If the "Named Insured" is designated on the Declarations as:
(1) An individual:
(a) "Your" spouse or "domestic partner", but solely for liability directly resulting from any "third party
anomaly" a "Named Insured" committed without the participation of such spouse or "domestic
partner"; and
(b) The executor, administrator or legal representative of a "Named Insured" in the event of the "Named
Insured's" death, incapacity or bankruptcy, but only while performing their duties as such executor,
administrator or legal representative and only to the extent that the "Named Insured" would have
been covered;
(2) A partnership or joint venture, "your" members, partners, and their spouses, but only with respect to
the conduct of the "Named Insured's" business;
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(3) A limited liability company, "your" members, but only with respect to the conduct of the "Named
Insured's" business or "your" managers, but only with respect to their duties as the "Named Insureds"
managers;
(4) An organization other than a partnership, joint venture or limited liability company, "your" officers and
directors, but only with respect to their duties as "your" officers or directors or "your" stockholders, but
only with respect to their liability as "your" stockholders; or
(5) A trust, "your" trustees, but only with respect to their duties as trustees;
C. A "Named Insured's" "employees", but onlyfor acts within the scope of their employment or while performing
duties related to the conduct of a "Named Insured's" business;
d. Any entity a "Named Insured" newly acquires or forms, other than a joint venture or partnership, over which the
"Named Insured" maintains ownership or majority interest, will qualify as a "Named Insured" if there is no other
similar insurance available to that entity.
Coverage under this provision is afforded only until the 180th day after acquisition or formation, or the end of
the "policy period", whichever comes first. Coverage does not apply to any "third party anomaly" committed
before the "Named Insured" acquired or formed the entity; and
e. An individual who is an agent or independent contractor, but only:
(1) While acting within the scope of his or her written contract with the "Named Insured'; and
(2) If the "third party anomaly" to which this insurance applies occurs subsequent to the execution of the written
contract;
f. Any client or other entity with whom a "Named Insured" agreed in a written contract to provide insurance
provided that:
(1) The "third party anomaly" to which this insurance applies occurs subsequent to the execution of the
written contract;
(2) The "claim" against the client or other entity directly results from a "third party anomaly" to which this
insurance applies in "your product" or "your work"; and
(3) There is no allegation of independent misconduct on the part of the client or other entity.
However, with respect to the Insuring Agreements under SECTION I — COVERAGE, B. FIRST PARTY CYBER
COVERAGE, "you" does not include those individuals or entities identified in paragraphs e. or f. above.
Subject to SECTION IV — LIMITS OF INSURANCE AND RETENTIONS, the most we will pay on behalf of the
client, independent contractor or other entity is the lesser of the Limit of Insurance shown on the Declarations
or the limit of insurance required under the contract.
67. "Your product":
a. Means:
(1) Any goods or products manufactured, sold, handled, distributed or disposed of by:
(a) A "Named Insured'
(b) Others trading under a "Named Insureds" name; or
(c) A person or entity whose business or assets a "Named Insured" has acquired; and
(2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods
or products.
b. Includes:
(1) Warranties or representations made at any time with respect to the fitness, quality, durability,
performance or use of "your product"; and
(2) The providing of or failure to provide warnings or instructions in connection with "your product".
68. "Your work":
a. Means:
(1) Work or services performed by a "Named Insured" or on a "Named Insured's" behalf; and
(2) Materials, parts or equipment furnished in connection with such work or services.
b. Includes:
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(1) Warranties or representations made at any time with respect to the fitness, quality, performance or use
of "your work"; and
(2) The providing of or failure to provide warnings or instructions in connection with "your work
(3) For the purpose of this definition, "your work" also means activities on the "Named Insured's" website.
SECTION VII — EXTENDED REPORTING PERIODS
A. TERMS APPLICABLE TO BOTH EXTENDED REPORTING PERIODS
We will provide one or more Extended Reporting Periods, as described below, if:
1. This policy is canceled or not renewed; or
2. We renew or replace this policy with insurance that:
a. Has a retroactive date later than the retroactive date shown on the Declarations of this policy; or
b. Does not apply to "claims" directly resulting from a "third party anomaly" on a claims -made basis;
and the "First Named Insured" does not obtain replacement coverage as of the effective date of such
termination of coverage.
3. Extended Reporting Periods do not extend the "policy period" or change the scope of the coverage
provided. They apply only to "claims" directly resulting from a "third party anomaly" occurring prior to the
end of the "policy period", but not before the applicable retroactive date, if any, shown on the Declarations.
4. Once in effect, Extended Reporting Periods may not be canceled.
5. The Extended Reporting Period does not reinstate or increase the Limits of Insurance.
B. AUTOMATIC EXTENDED REPORTING PERIOD
1. If the "First Named Insured" cancels or does not renew this policy or we cancel or do not renew this policy
for any reason other than nonpayment of premium, an Automatic Extended Reporting Period will be
provided without an additional premium. This period starts with the end of the "policy period" and lasts for
90 days with respect to "claims" directly resulting from a "third party anomaly" occurring prior to the end
of the "policy period" and not previously reported to us..
2. This Automatic Extended Reporting Period does not apply to "claims" that are covered under any
subsequent insurance "you" purchase, or that would be covered but for exhaustion of the amount of
insurance applicable to "claims".
3. The Automatic Extended Reporting Period does not reinstate or increase the Technology Professional
and Cyber Advantage Policy Limits of Insurance.
C. OPTIONAL EXTENDED REPORTING PERIOD
1. If this policy is canceled or not renewed, the "First Named Insured" shall have the right, upon payment of
an additional premium, to an Optional Extended Reporting Period, This period starts with the end of the
"policy period" with respect to "claims" directly resulting from a "third party anomaly" occurring prior to the
end of the "policy period" and not previously reported to us,
2. This Optional Extended Reporting Period does not apply to "claims" that would be covered but for
exhaustion of the amount of insurance applicable to "claims". Any coverage provided by this Section shall
be excess over any other subsequent insurance purchased by "you" covering "claims" to which this
insurance applies.
3. The Optional Extended Reporting Period does not reinstate or increase the Limits of Insurance shown on
the Declarations.
4. The "First Named Insured" must give us a written request for the Optional Extended Reporting Period
endorsement within 90 days following the date of cancellation or nonrenewal. The Optional Extended
Reporting Period will not go into effect unless the additional premium is paid promptly when due. If the
cancellation or nonrenewal is for nonpayment of premium, this Optional Extended Reporting Period will
not be provided unless any earned premium due is paid within 60 days after the effective date of such
cancellation or expiration,
5. The available Optional Extended Reporting Periods and associated additional premiums are displayed in
the table below.
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Optional Reporting
Period
Percent of Annual
Premium
One Year
100%
Two Years
150%
Unlimited
200%
6. In the event similar insurance is in force covering claims first made during Extended Reporting Period,
coverage provided by this insurance shall be excess over any part of any other valid and collectible
insurance available to the insured, whether primary, excess, and contingent or on any other basis, whose
policy period begins or continues after our "policy period" ends.
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