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International Business Information Systems Inc dba LEFTA Systems; 2018-04-05;
SOFTWARE AS A SERVICE LICENSE AGREEMENT Tuis SOFTWARE A~ 8F.RVICE LICENSE AGREEMENT ("SAAS") is made and entered into on this ';)!\\ , day of, M \ , 2018, by and between Carlsbad Police Department ("Organization"), and fnternatlonal Business lnfonnatlon Systems, Inc. dba LEFTA Systems C'LEFTA"), located at 10950-60 San Jose Blvd., Suite 101, Jacksonville, Florida 32223. 1. license Scope 1.1. 1.2. Grant of License. LEFTA Systems hereby grants to Organization, and Organization accepts, on the terms and conditions set forth herein, a perpetual, nonexclusive, nontransferable, royalty-free right and license to use, execute, display, install and perform the software programs listed on Exhibit A a~ched hereto (the "Programs") in object code· and source code form, including all derivatives of said code, and the associated users' information and, other documentation made available on-line by LEFTA Systems (collectively, the "Documentation"). The Programs and the Documentation are hereinafter collectively referred to as the "Software~·. The employ~s. ~ants, . and contractors of Organization may use the Software for Organization PWP~ Jn accorda11qe with .th~ ~~s .of this SAf:\S .. ;' : ._. · :-.. . ' ' . ' . . ' .' • ' • ," ~·' 1 , ' : : '1 • ', ,: J , , 't • I ~ ' :. ', • • ' : , 1 : , • ,.-l, • I I • • •,, -: : ' :.r • ' 0 • Copying of the' Software. Copying of the. Software,· alteration, translation, decompilation, or reverse engineering. of the ·software is prt1h1bitect'wlth0Lif 'the express written consent of LEFT A Systems. ' '' .- 1.3. Transfer of Software. The Software may be transferred and used on any computer system at any location of Organization. 2. Training; 2.1. LEFTA Sys~ms shall provide, at no additiorial charge, to Organization four (4) virtual training sessions of up to two (2) hours each. The training will be at 1=1 time mutually agreeable to both ,parties. 3-. Price; Payment · 3-.1. Price. 3.1.1. Software applications shall be provided to the Organization with the following terms: ,~_-1_~1:1°.: .;METR: Version 3.0.0. -.A,anu·ai Sti;bs~rl,ptio~ ... , .. · .. -,· .. · ... :;·'_.: -, ... , :.· .. . .. ; . ' . ' 'Includes Ttairfing ·Recrirds, Firearms Qualfficatioris, Exa.ms/Tests', Trcai'ning' ' Vld~, Disciplinary Actions, lssued._Equipmern. andAttachments; Annua'!- .'subscriptiqn, $2.~ · 3.1.1.2. METR: User licenses -Purchase 175 licenses at $35 per license, $6, 125. Additional licenses may be purchased in groups of five (5); 3.1.1.3. Training Reimbursement (CA POST), $500; 3.1.1.4. Training Request Form (Employees Requesting Training), $1,500; 3.1.1.5. Historical Training Records Upload (TMS), $1,000; 3.1.1.6. California POST (EDI) Synchronization included, no additional cost to agency; 3.1.1. 7. LEFT A: Version 6.2.6. -Purchase Unlimited users, $7,500; 3.1.1.8. CA POST (FTO) Training Package (Manual, FTO Certification Audit, FTO Evaluation), $1,500; *Discount: CA POST FTO Package FREE if LEFTA and METR are purchased at the same time, total cost to agency, $ O; 3.1.1.9. LEFTA -METR Synchronization included, no additional cost to agency; 3.1.1.10. Customization of Applications (LEFTA and METR) included, no additional cost to agency; 3.1.1.11. Virtual Training Sessions included, no additional cost to agency; 3.1.1.12. AD Authentication (LEFTA and METR) at $1,000 per application, $2,000; 3.1.1.13. Annual Technical Support which includes application updates and technical support calls and Hosting (20% of the total purchase price), $4,525; 3.1.1.14. Application Hosting on Government Azure (up to 5 GB) per application, billed annually at $50 per month, per application, $1,200; 3.1.2. Organization shall be solely responsible for the payment of any and all sales and use taxes assessed by any governmental authority with respect to the transactions contemplated by this SAAS. 3.2. Payment. 3.2.1. The initial purchase payment is due within 30 days after the date of this SAAS. All other invoices such as IT support and hosting fees are also payable within 30 days. There will be a 1.5% late fee for each 30 day period payment is overdue. 4. Term and Termination. 4.1. Term of Agreement 4.1.1. The term of this SAAS shall commence upon the date signed and continue for a period bf 5 years unless this SAAS Is terminated pursuant to the provisions of this Section 4. City Manager may extend the agreement for one (1) additional 5-year tenn. 4.2. Termination of Agreement 4.2.1. Either party may terminate this SAAS based on the breach of this SAAS by the other party so long as the tenninating party has given the other party 30 days written notice specifying the circumstances of the breach. The termination shall become effective after the lapse of such 30 days, unless the events or circumstances specified in the notice . have been remedied or a plan for remedying them in a prompt and effective manner has been proposed to and 'accepted by the terminating ; party and the other party has ,proceeded diligently to cure. Any license of Software hereunder may also be terminated by Organization destroying the Software together with all copies, modifications and merged portions in any form. All fully-paid licenses granted under this SAAS shall survive any termination of this SAAS and shall continue in perpetuity. Organization agrees upon termination of a license for nonpayment of the license fee to destroy the affected Software together with all copies, modifications, and merged portions in any form. 4.2.2. In the event Organization is requesting to transfer from hosted to on-premise installation, there will be a one-time fee of $1,000. 6. General Terms. 5.1. Confldentiallty of Materlal. 5.1.1. During the performance of services under this SAAS it may be necessary for either party to provide the other with certain information considered to be proprietary or confidential by the disclosing party. The disclosure of such confidential information shall be subject to the following terms and conditions: 5.1.1.1. .(a) The term "Organization Confidential Information" shall mean any material, data, systems, procedures-and other Information of or with respect to Organization, which may not be accessible or k'nown to the general public, including information concerning its or their hardware, software, business plans or opportunities, business strategies, finances or employees and third-party proprietary or confidential information that Organization treats as confidential. Any Organization Confidential Information acquired by LEFTA Systems shall not be used, published, or divulged by LEFTA Systems to any other person, firm, or corporation, in any advertising or promotion regarding LEFTA Systems or its business, or in any other manner or connection whatsoever without first having obtained the written .permission of Organization which permission Organization may withhold at its sole discretion. 5.1.1.2. (b) The term "LEFTA Confidential Information" means LEFTA System's Softwa~. as well as information relating to LEFTA System's confidential pricing, financial data, clients, software development plans and software support, as LEFTA Systems specifically identifies to Organization in writing. Organization agrees to limit disclosure of any LEFTA Systems Confidential Information received by Organization to those of its employees, agents and contractors who have a need to know LEFTA Systems Confidential Information to affect the use permitted herein. 5.1.1.3. ( c) Each party agrees to protect the other's confidential information with the same degree of care normally used to protect its own similar confidential information, but in no event less than that degree of ~re as may be reasonably necessary to prevent any confidential information from being disclosed or used, other than in connection with the performance of services hereunder or to effect the use of the Software permitted hereunder. The obligations of each party to protect confidential information received from the other party shall not apply to information which: {Q is publicly known or becomes publicly known through no act or failure to act on the part of the recipient; (Ii) was rightfully in the recipient's possession prior to disclosure by the disclosing party; (iii) became rightfully known to the recipient, without confidential or proprietary restrictions, from a source other than the · disclosing party; (iv) is approved by the ·disclosing party for disclosure without· restriction, in a written document that is signed by a duly authorized officer of that party; or (v) is or was developed independently by the recipient without use of or . reference to any of the confidential information and without violation of any confidentiality restriction. 5.2. Survival. 5.2.1. The provisions of Section 5 shall survive acceptance and, payment under, and termination of, this SAAS. 6. Customization of Applicatlon(s) 6.1. General. 6.1.1. Customization of each application is included in the cost of the application(s). LEFTA Systems will customize the application(s) by utilizing the information on the Customization Sheet that was provided to Organization. 6.1.2. Customization includes inputting reports, specific FTO terminology used, and length of the FTO program (i.e. amount of Phases, day of training, etc.) that Organization selectea via the Customization sheet. 6.1.3. Customization also includes setting up the training check/task list and manual, thereby preparing It for the Organization to input data. 6.1.4. Uploading of Organization's existing users and/or training records into the application is optional and may incur additional fees. 6.2. Not Included. 6.2.1. Special reports not mentioned in the Customization Sheet for the LEFT A application as 'beinQ one of the choices available are not included in the application and can be included at additional cost. 6.2.2. LEFT A Systems, prepares the training manual and check/task lists as specified by the Organization but does not input the actual data 6.2.3. The creation and management of users besides the Training Coordinator, is the· responsibility of the Organization. 7. Technical Support 7 .1. General 7.1.1. All applications provide access to the User Manual within the Administrative Links. Technical Support E-mails can be sent to: support@leftasystems.org. Technical support 1lS available from 7am until 7pm EST, Mondays -Fridays. 7.2. Upgrades and Bug Fixes 7 .2.1. All upgrades and bug fixes are included in the annual technical support. 7.2.2. ln"the event that IT support has either not been renewed or lapsed due to non-payment, an hourly rate of $150 will apply for each IT support request for any portion of an hour and upgrades will not be available if such int(;!rruption is 45 days past the expiration date. 7.2.3. Upgrades for applications where IT support has expired are not available for 1 year after IT support has been renewec:; 8. Hosting. 8.1.1. Generat 8.1.1.1. LEFT A Systems offers to host its software applications on its own servers. Th Ts allows for users to have access to the application anywhere there is internet access provided the user has their encrypted login credentials. We provide the. security of industry standard firewalls and redundancy by backing up data daily to additional servers at different locations. The cost of hosting the application is based on the storage used by the Organization and is measured/billed annually: Disk Soace Memory, . Annual· Fee up to ..... 5 GB $600 5.01 -10 GB $900 10.01 -20 GB $1,200 More than 20 GB TBD 8.1.1.2. Organization's data will be hosted on two separate Azure Government servers, both located in the continental United States. For redundancy, data is backed up nightly on a second server that is located at least 500 miles from the primary server. 'S~ Notice Address. 1-Organization Name: J tntemational Business ".! Carlsbad Police Department Information Systems, Inc. (IBIT) 't db.a. LEFTA S~sterns : j Organization Address: · 1:0950-60 San Jose Blvd., ' 2560 Orion Way Suite 101 Carlsbad,CA 92010 Jacksonville, FL 32223 Organization Representative: LEFT A Systems . Representative: Dianne Evans, PMP, CSM Senior'Aoolication Analyst s Bryan Selzer CEO IN WITNESS WHEREOF, the parties have executed this SAAS by their duly authorized representatives, to be effective as of the date first written above. Carlsbad Police Department International Business lnfonnation Systems, Inc. dba LEFT A Systems: By:a~-=:::---ay: Name: NEIL GALLUCCI ---------- :fitle: __ C_H_I E_F_O_F_BO_LI_C_E __ By: ___________ _ Name: ----------- Title: ----------- Date: _0 __ 4/ __ 0_2 .... /2_0_1_8 _ _,,2018 APPROVED AS TO FORM By: CellaML NJs,mey Asst/Deputy City Attorney City of Cartabad, CA Name: Bryan Selzer Title: CEO Date: January 24th, 2018 EXHIBIT A LEFTA SYSTEMS International-Business Information Technologies, Inc. d.b.a. LEFTA Systems . 10950-60 San Jose Blvd., Suite 101 Jacksonville, FL 32223 (800) 405-3109-Toll Free Proposal No. CACARLME-04 --CUSTOMER INFO AGENCY: Carlsbad Pollce Department DATE: 03/29/2018 . ADDRESS: 2560 Orion Way REP: Bryan Selzer. CITY: Carlsbad I STATE: I CA J ZIP: J 92010 PROGRAM: METR/LEFTA ATTN: Dianne Evans QTY DESCRIPTION UNIT PRICE TOTAL 1 METR Employee Training Records Management Applicatlon $2,500 $2,500 User Licenses -METR Includes the following modules: Training Records, Rrearms Qua/ff/cations, Exams/Tests, -$35 230 $8,050 Training Videos, Disclp/Jnary Actions, lssved Equipment and Attachments. Additional (Volume Discount) 1/censes may be purchased in groups of 5. 1 Training Reimbursement Request (CA POST) $500 $500 1 Training Request Form (employees requesting training) $1,500 $1,500 1 Hlstorical Training Records Upload (TMS) $1,000 $1,000 1 California POST (EDI) Synchronization Included Included 1 LEFTA FTO Software (unlimited users) $7,500 $7,500 1 CA POST FTO Package (Manual, FTO certification audit, FTO evaluatlon) $1,500 $1,500 1 LEFTA-METR Synchronization Included Included 2 Customization of Applicatlons.(METR a_nd LEFTA) Included Included 4 Virtual Training Sessions Included Included Subtotal: $20,625 1 Annual IT Support @ 20% of Total Purchase Price Prior to Any Discounts 20% $4,125 indudes technical suooort calls and all upgrades of purchased software. ' Hosting of Application @ $SO/Month for up to 5 GB of data on 2 Government.AZURE (OIS compliant) $600 each. $1,200 Bl/led annually for each application purchased. 1 Discount: CA POST FTO ~ackage free If METR and LEFTA are purchased -$1,500 -$1,500 at the same time. TOTAL: $26,375 Price quote proposals are valid for 90 days from the date of this proposal. Pl .. /y 03/29/2018 LEFTA Sysfems Authorized Signature Date AE!3-Rll CERTIFICATE OF LIABILITY INSURANCE , I DA TE (!,N/00/YYYYJ 01/26/2018 THIS CERTIFICATE IS ISSUED AS A.MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES. NOT AFA_RMATIVELY_OR .NEGATIVELY AMEND, EXTEND OR ALTER THE .. COVERAGE AFFO~ED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. .. .. IMPORTANT:: If the certificate holder Is an ADDmONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pollcles may require an endorsement A statement on this certificate does not confer _rights to the . certificate holder ln-ll&u of such endorsement(s). PROOUCER CONTACT Stephen I. Blackford .... ...,. Blackford All Lines, LLC . m,9N!,. c-•· 904--886-4293 I f N. U-~ 904--888--0082 11481 Old St.Augustine Road, Suite 201 .. ~~--steve@Blackforclgrouo.com Jacksonville, Fl 322?8 JWJUIRF'RISl AFFORDING COVERAGE NAIC# INSURER A : Lloyd's INSURED .. INSURl!RB: .. .. International Business Information. Technologies Inc. INSURERC: DBA Lefts Systems .. M!URERD: 10950-60 San Jose Blvd. t/SURERE: Jacksonville, Fl 32223 .. .. INSURl!R F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER: TI-HS 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 CONDITT ON OF ANY CONTRACT OR OTHER DOCUMENT IMTH RESPECT TO WilCH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICI.ES DESCRIBED HEREIN IS_ SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITTONS OF SUCH POLICIES. LIMITS SHO\lvN _MAY HAVE BEEN REDUCED BY PAID ClAIMS. ll'ISR = POUCYEFP POUCYEXP . LTR . TYPE OF INSURANCE -~--,,~~ POLIC'i NUMBER l..JMIT9 COMIIERaAL GENERAL LIABILITY EACH OCCURRENCE $ 4,000,000.00 -g_ D ~ [X] OCCUR ~~J9i=~!I t:U. •' $ 250,000.00 MED EXP t&-one oom,n\ · $ .: 5000.00 -ESG01314920 0712NlfJ17 07/25/2018 PERSONAL & AfN INJURY $ -GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE ·S 4,000,000.00 R i'OUCY [X] ~ DLoc .. .. PRODUCTS -COMP/OP AGG • 1,000,00_0.00 · OTHER: . $ .. A1lTOMOBI..E LIABILITY ~~SINGLE UMJT $ 1,000,000.00 f--- AN'f AUTO BOOIL Y INJURY (Per person) s -. -SCI-EDULED .. . ALL Cl'Mm) ESG01314920 07!2H2fJ17 07/26/2018 BOOIL Y INJURY (Per ecdden!') $ -AUTOS ~ AUTOS. ,;vr'l::J:'()l'~ . HIRED AUTOS NON--OW-lED s _50,000.00 -AUTOS . s UMBREllA LIAB HOCCUR ' EACH ~RENCE s f---.. EXCESSUAB CLAIMS-MADE AGGREGATE _$ .. DED I ' I RETENTION ~ $ WORKeR8 COIIPENSATION I~= I I W.H-ANO l9oFLOYl!RS' LIA8IJTY· Y/N ANY PROPRIETORIPAIIDIERIEXECUTI EJ 46WBCAA30S3 071'1N2!J17 07/26/2018 E.L EACH ACCIDENT s 1,000,000.00 OFACER.t.lEMBER EXCLUDED? (Mandatory In NH) E.L DISEASE -EA EMPLOYEE S 1,000,000.00 . ~~~-~ Of'ERATIONS below E.L DISEASE -POLICY LIMIT s 1,000,000.00 Errors and Omissions 4,900,000.00 ESG01314920 DESCRIPTION OF OPERATIONS / LOCATIONS / VEH1CI..ES (ACORD 101, Addlllonal Ranwrka Schedule, may be ~ If mon, apaoe la raqund) CERTIFICATE HOLDER City of Carlsbad . 1200 Car1sbad VIilage Drive Carlsbad, CA 92008 ACORD 26 (2014/01) ' .. CANCELLATION _ , ' , .. ,, , SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL:' BE DELIVERED IN ACCORDANCE IMTH THE POLICY PROVISIONS. . @ 1988~2014 AGO~D CORPO~TION. All r!ghts reserved. The ACORD name and logo are registered m~rks of ACORD LLOYD'S Insurance effected through: CFC Underwriting Limited 85 Gracechurch Street London EC3V OAA United Kingdom This is to Certify that in accordance with the authorization granted under the Contract (the unique market reference number of which is specified in the Declarations) to the undersigned by certain Underwriters at Lloyd's (whose names and the proportions underwritten by them will be supplied on request) and in consideration of the premium, the said Underwriters are hereby bound to insure in accordance with the terms and conditions contained herein or endorsed hereon. The subscribing Insurers' obligations under Contracts of Insurance to which they subscribe are several and not joint and are limited solely to the extent of their individual subscriptions. The subscribing Insurers are not responsible for the subscription of any co-subscribing Insurer who for any reason does not satisfy all or part of its obligations. In Witness whereof this Certificate has been signed by: AR~ Authorized Official Unique Market Reference No B087517C9N5007 B1161LS12017 CFC Underwnt1ng Ltd 1s Authonzed and Regulated by the Financial Conduct Authonty t, 1999-2017 CFC Underwntmg Ltd All Rights Reserved TECH INDEMNITY TO PRINCIPALS CLAUSE ATTACHING TO POLICY NUMBER: THE INSURED: WITH EFFECT FROM: ESG01314920 International Business Information Technologies Inc DBA Lefta Systems 25 Jul 2017 It is hereby understood and agreed that Principals are indemnified under this Policy as an additional Insured, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising solely out of any wrongful act committed by you or accidental injury or damage in the course of your business activities, provided that had a claim been made against you, then you would be entitled to indemnity under this Policy. When this clause applies it shall be primary and non-contributory to Principals' own insurance but only if you and Principals have entered into a contract that contains a provision requiring this. It is a condition precedent to indemnity under this clause that Principals shall prove to our satisfaction that the claim arose solely out of your business activities. Whilst Principals have been named under this Policy as an additional Insured, it is hereby noted and agreed that any claim made by Principals against you shall be treated as if Principals were a third party. We shall also endeavour to provide 30 days notice of cancellation to Principals; however, not doing so shall not place any additional liability upon us. It is further understood and agreed that Principals are defined as follows: SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Unique Market Reference No B0B7517C9N5007 B1161LS12017 CFC Underwntmg Lid ,s Authonzed and Regulated by the Financial Conduct Authonty © 1999-2017 CFC Underwnbng Lid, All Rights Reserved TECH LIMIT CHANGE ENDORSEMENT ATTACHING TO POLICY NUMBER: ESG01314920 THE INSURED: WITH EFFECT FROM: INTERNATIONAL BUSINESS INFORMATION TECHNOLOGIES INC OBA LEFTA SYSTEMS 03 Nov 2017 It is understood and agreed that the following amendments are made to this Policy: 1. The Limits of Liability stated in the Declarations are deleted in their entirety and replaced by the following: INSURING CLAUSE 1: ERRORS & OMISSIONS Limit of liability: Aggregate limit of liability: Deductible: USD4,000,000 USD4,000,000 USD2,500 INSURING CLAUSE 2: CYBER & PRIVACY SECTION A: CYBER LIABILITY Aggregate limit of liability: Deductible: SECTION B: PRIVACY LIABILITY Aggregate limit of liability: Deductible: USD4,000,000 USD2,500 USD4,000,000 USD2,500 SECTION C: PRIVACY BREACH NOTIFICATION COSTS Aggregate limit of liability: Deductible: SECTION D: SYSTEM DAMAGE NO COVER GIVEN USD4,000,000 USD2,500 SECTION E: SYSTEM BUSINESS INTERRUPTION NO COVER GIVEN SECTION F: THREATS OR EXTORTION Aggregate limit of liability: Deductible: USD4,000,000 USD2,500 each and every claim, including costs and expenses including costs and expenses each and every claim, including costs and expenses including costs and expenses each and every claim, including costs and expenses including costs and expenses each and every claim, including costs and expenses each and every loss each and every loss INSURING CLAUSE 3: MUL Tl MEDIA LIABILITY AND ADVERTISING INJURY Limit of liability: Aggregate limit of liability Deductible: USD4,000,000 USD4,000,000 USD2,500 INSURING CLAUSE 4: COMMERCIAL PROPERTY SECTION A: PROPERTY DAMAGE NO COVER GIVEN SECTION B: PERSONAL ACCIDENT each and every claim, including costs and expenses including costs and expenses each and every claim, including costs and expenses CFC Underwntmg Ltd Is Authonzed and Regulated by the Fmanc1a/ Conduct Authonty © 1999-2017 CFC Underwntmg Ltd Alf Rights ReseNed JECH NO COVER GIVEN SECTION C: BUSINESS INTERRUPTION NO COVER GIVEN INSURING CLAUSE 5: COMMERCIAL GENERAL LIABILITY SECTION A: BODILY INJURY AND PROPERTY DAMAGE LIABILITY NO COVER GIVEN SECTION B PRODUCTS AND COMPLETED OPERATIONS LIABILITY NO COVER GIVEN SECTION C: POLLUTION LIABILITY NO COVER GIVEN SECTION D: TENANTS' LEGAL LIABILITY NO COVER GIVEN SECTION E: NON-OWNED AND HIRED AUTOMOBILE LIABILITY NO COVER GIVEN SECTION F: LIABILITY FOR DAMAGE TO HIRED OR LEASED AUTOMOBILES NO COVER GIVEN SECTION G: MEDICAL PAYMENTS NO COVER GIVEN SECTION H: EMPLOYEE BENEFITS LIABILITY NO COVER GIVEN INSURING CLAUSE 6: COURT ATTENDANCE COSTS Aggregate limit of liability: Deductible: USD100,000 USD0 INSURING CLAUSE 7: LOSS MITIGATION Limit of liability: Deductible: USD4,000,000 USD2,500 sub-limited to USD2,000 per day each and every claim or loss each and every claim or loss each and every claim or loss INSURING CLAUSE 8: REPUTATION AND BRAND PROTECTION Aggregate limit of liability: Deductible: USD100,000 USD0 each and every claim or loss CFC Underwntmg Ltd Is Authorized and Regulated by the Fmanc1a/ Conduct Authonty © 1999-2017 CFC Underwntmg Ltd. All Rights Reserved JECH 2. The Retroactive Date stated in the Declarations is deleted in its entirety and replaced by the following: RETROACTIVE DATES: 25 Jul 2016 Including costs and expenses in respect of any claim of up to USD2,000,000 OJ Nov 2017 In respect of that part of any claim that exceeds USD2,000,000 including costs and expenses SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Authorised Signatory Authorised Signatory 842- CFC Underwriting Ltd CFC Underwriting Ltd CFC Underwntmg Ltd 1s Authonsed and Regulated by the Fmanc,af Conduct Authonty © 2015 CFC Underwntmg Ltd All Rights Reserved I TECH DECLARATIONS POLICY NUMBER: UNIQUE MARKET REFERENCE(S): THE INSURED: ADDRESS: THE UNDERWRITERS: THE INCEPTION DATE: THE EXPIRY DATE: ESG01314920 B08751 7C9N5007 B1161LS12017 INTERNATIONAL BUSINESS INFORMATION TECHNOLOGIES INC OBA LEFTA SYSTEMS 10950-60 San Jose Blvd Jacksonville, FL 32223 us Underwritten by certain underwriters at Lloyd's, broken down as follows: In respect of Insuring Clauses: 1 -3 & 6 -8 PEM 4000 15.00000% ENH 5151 15.00000% BRT 2987 XLC 2003 NVA 2007 AMA 1200 MKL 3000 CHN 2015 CGM 2488 NAV 1221 LIB 4472 EVE 2786 AES 1225 RNR 1458 In respect of Insuring Clause: 4 No Cover Given In respect of Insuring Clause: 5 AML 2001 ENH 5151 BRT 2987 LIB 4472 ATL 1861 AMA 1200 PEM 4000 CGM 2488 MKL 3000 RNR 1458 CHN 2015 EVE 2786 12.12500% 12.12500% 11.00000% 8.00000% 5.00000% 5.00000% 5.00000% 5.00000% 2.50000% 1.50000% 1.37500% 1.37500% 30.00000% 15.00000% 12.50000% 10.00000% 8.50000% 8.50000% 6.50000% 2.50000% 2.00000% 1.50000% 1.50000% 1.50000% 00:01 Local Standard Time on 25 Jul 2017 00:01 Local Standard Time on 25 Jul 2018 Unique Market Reference No B087517C9N5007. B1161LS12017 CFC Underwnt,ng Ltd 1s Authonzed and Regulated by the Financial Conduct Authonty © 1999-2017 CFC Underwntmg Ltd, All Rights Reserved TECH BUSINESS ACTIVITIES: CHOICE OF LAW: SERVICE OF SUIT: LEGAL ACTION TERRITORIAL SCOPE US CLASSIFICATION: SURPLUS LINES BROKER: RETROACTIVE DATE: CLAIMS MANAGERS PRIVACY BREACH HOTLINE: WORDING: ENDORSEMENTS: Software (Custom I Bespoke Developer) as more fully described in the application form dated 25 Jul 2017 and as held on file by CFC Underwriting Limited Florida Mendes & Mount LLP 750 7th Avenue New York NY10019-9399 Worldwide Worldwide Surplus Lines Licence No. : A165669 5900 Hiatus Road Tamarac FL 25 Jul 2016 CFC Underwriting Limited Please report all new claims to: newclaims@cfcunderwriting.com In the event of an actual or suspected privacy breach please call our Emergency Response Team at Wilson Elser Toll free 24-hour Privacy Breach Hotline: 1 855 270 0628 TECH US v2.9 PREMIUM PAYMENT CLAUSE INDEMNITY TO PRINCIPALS CLAUSE U.S. TERRORISM RISK INSURANCE ACT OF 2002 AS AMENDED NEW & RENEWAL BUSINESS ENDORSEMENT SANCTION LIMITATION AND EXCLUSION CLAUSE Unique Market Reference No 8087517C9N5007 81161LS12017 CFC Underwntmg Ltd ,s Authonzed and Regulated by the Fmanc,al Conduct Authonty © 1999-2017 CFC Underwntmg Ltd, All Rights ReseNed TECH OUR REGULATORY STATUS This insurance is underwritten by CFC Underwriting Limited, 85 Gracechurch Street, London, EC3V OAA, United Kingdom on behalf of Underwriters at Lloyd's. CFC Underwriting Limited and the Lloyd's Managing Agents of the Syndicates on whose behalf we underwrite are authorised and regulated by the United Kingdom Financial Conduct Authority (FCA). CFC Underwriting Limited's Firm Reference Number at the FCA is 312848. These details may be checked by visiting the Financial Conduct Authority website at https://register.fca.orq.uk/. Alternatively the Financial Conduct Authority may be contacted on +44 (0)20 7066 1000. We are covered by the Financial Services Compensation Scheme (FSCS). You may be entitled to compensation from the scheme if we cannot meet our obligations to you in respect of insurance policies that we have underwritten on behalf of insurers. This depends on the type of business and the circumstances of the claim. In respect of general insurance business the FSCS will cover 90% of the claim, without any upper limit and for compulsory classes of insurance, the FSCS will cover 100% of the claim, without any upper limit. Further information about compensation scheme arrangements is available from the FSCS. HOW TO COMPLAIN We intend to provide an excellent service to you. However, we recognise that there may be occasions when you feel that this has not been achieved. If you are unhappy with any aspect of the service that you receive from us, please contact your insurance broker in the first instance, stating the nature of your complaint, the certificate and/or claim number. Alternatively, you can contact us directly at enquiries@cfcunderwriting.com or please write to: The Managing Director CFC Underwriting Limited 85 Gracechurch Street London EC3V OAA United Kingdom If after taking this action you are still unhappy with the response it may be possible in certain circumstances for you to refer the matter to the Complaints team at Lloyd's. The address of the Complaints team at Lloyd's is: Complaints Lloyd's One Lime Street London EC3M ?HA Telephone: Fax: E-mail: Website: 020 7327 5693 020 7327 5225 complaints@lloyds.com www.lloyds.com/complaints Details of Lloyd's complaints procedures are set out in a leaflet "Your Complaint -How We Can Help" available at www.lloyds.com/complaints and are also available from the above address. If you remain dissatisfied after Lloyd's has considered your complaint, you may have the right to refer your complaint to the Financial Ombudsman Service (FOS). The contact details for the FOS are: The Financial Ombudsman Service, Exchange Tower, London E14 9SR. Telephone 0800 023 4567 (calls to this number are free from "fixed lines" in the UK) or 0300 123 9123 (calls to this number are charged at the same rate as 01 and 02 numbers on mobile phone tariffs in the UK). Email complaint.info@financial-ombudsman.orq.uk. The FOS is an independent service in the UK for settling disputes between consumers and businesses providing financial services. You can find more information on the FOS at www.financial-ombudsman.orq.uk. The existence of this complaints procedure does not affect any right of legal action you may have against CFC Underwriting Limited or Lloyd's as detailed in the Service of Suit condition on the last page of your policy. Unique Market Reference No B087517C9N5007 81161LS12017 CFC Underwnt,ng Ltd 1s Authonzed and Regulated by the Fmanc,al Conduct Authonty © 1999-2017 CFC Underwnt,ng Ltd, All Rights Reserved TECH PREMIUM PAYMENT CLAUSE ATTACHING TO POLICY NUMBER: THE INSURED WITH EFFECT FROM: ESG01314920 International Business Information Technologies Inc DBA Lefta Systems 25 Jul 2017 You undertake that the Premium and Policy Administration Fee will be paid in full to CFC Underwriting Ltd within 60 days of the Inception Date (or if incepted retrospectively, this 60 day period will be extended to represent 60 days from the date of instruction). If the Premium and Policy Fee due under this Policy have not been paid to CFC Underwriting Ltd by the 60th day after the Inception Date (or if incepted retrospectively, this 60 day period will be extended to represent 60 days from the date of instruction) then we shall have the right to cancel this Policy by providing you with 14 days prior notice of cancellation in writing via your broker. If the Premium and Policy Fee are paid in full to CFC Underwriting Ltd before the notice period expires, notice of cancellation shall be revoked. If not, the Policy shall automatically terminate at the end of the notice period. In the event of cancellation, the Policy Fee is due in full and the Premium is due on a pro rata basis for the period that the Policy was in force. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Unique Market Reference No B087517C9N5007 81161LS12017 CFC Underwntmg Ltd 1s Authonzed and Regulated by the Financial Conduct Authonty © 1999-2017 CFC Underwnbng Ltd, All Rights Reserved TECH U.S. TERRORISM RISK INSURANCE ACT OF 2002 AS AMENDED NEW & RENEWAL BUSINESS ENDORSEMENT ATTACHING TO POLICY NUMBER: ESG01314920 THE INSURED: International Business Information Technologies Inc OBA Lefta Systems WITH EFFECT FROM 25 Jul 2017 This ENDORSEMENT is issued in accordance with the terms and conditions of the "U.S. Terrorism Risk Insurance Act of 2002" as amended, as summarized in the disclosure notice. In consideration of the additional premium paid (as shown in the Declarations), it is hereby noted and agreed with effect from the Inception Date that the "War and terrorism" EXCLUSION to which this Insurance is subject, shall not apply to any "insured loss" directly resulting from any "act of terrorism" as defined in the "U.S. Terrorism Risk Insurance Act of 2002", as amended ("TRIA"). The coverage afforded by this ENDORSEMENT is only in respect of any "insured loss" of the type insured by this Insurance directly resulting from an "act of terrorism" as defined in TRIA. The coverage provided by this ENDORSEMENT shall expire at 12:00 midnight December 31, 2020, the date on which the TRIA Program is scheduled to terminate, or the Expiry Date of this Policy whichever occurs first, and shall not cover any losses or events which arise after the earlier of these dates. The War and terrorism EXCLUSION, to which this Insurance is subject, applies in full force and effect to any other losses and any act or events that are not included in said definition of "act of terrorism" This ENDORSEMENT only affects the "War and terrorism" EXCLUSION to which this Insurance is subject. All other terms, CONDITIONS and EXCLUSIONS of this Insurance including applicable limits and deductibles remain unchanged and apply in full force and effect to the coverage provided by this Insurance. Furthermore we will not be liable for any amounts for which we are not responsible under the terms of TRIA (including subsequent action of Congress pursuant to the Act) due to the application of any clause which results in a cap on our liability for payment for terrorism losses. LMA5218 (Amended) 12 January 2015 SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Unique Market Reference No B087517C9N5007 B1161LS12017 CFC Undenvntmg Ltd Is Authonzed and Regulated by the Financial Conduct Authonty © 1999-201 7 CFC Underwntmg Ltd, All Rights Reserved TECH SANCTION LI MITATION AND EXCLUSION CLAUSE ATTACHING TO POLICY NUMBER: THE INSURED: WITH EFFECT FROM: ESG01314920 International Business Information Technologies Inc DBA Letta Systems 25 Jul 2017 It is understood and agreed that the following EXCLUSION is added to this Policy: We shall not be deemed to provide any cover nor shall we be liable to pay any claim or loss or provide any benefit under this Policy to the extent that the provision of such cover, payment or benefit shall expose us to any sanction, prohibition or restriction under the United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Umque Market Reference No B087517C9NS007 B1161LS12017 CFC Underwntmg Ltd Is Authonzed and Regulated by the Fmanc,al Conduct Authonty © 1999-2017 CFC Underwnling Ltd, All Rights Reserved INSURANCE FOR TECHNOLOGY COMPANIES Policy Document Contents Preamble Insuring Clauses How Much We Will Pay Your Deductible Definitions Exclusions Conditions OC Underwritmg Lnrnted 1s Aut/10r1Zed and Regulated by the f,nanc,a/ Conduct Authonty 5 5 5 9 13 .Und erwriting CFC Underwriting Limited 85 Gracechurch Street London EC3V 0AA United Kingdom T: H4 (0) 207 220 8500 F: +·H (0) 207 220 850 I E: enquiries@cfcunderwriting.com W: www.cfcunderwriting.com (!;: 1999-2015 CFC Underwriting Ltd, All R,ghts Reserved CFC TECH US V2 9 ' PREAMBLE This Policy is a contract of insurance between you and us. Your Policy contains all the details of the cover that we provide. This Policy consists of and must be read together with the Declarations and any Endorsements. This Policy is not complete unless it is signed and a Declarations page is attached. The Sections of this Policy are identified by the BLUE LINES across the page with WHITE UPPER CASE PRINT. Clause headings in BLUE UPPER CASE PRINT are for information only and do not form part of the cover given by this Policy. Other terms in bold lower case print are defined terms and have a special meaning as set forth in the DEFINITIONS section and elsewhere. Words stated in the singular shall include the plural and vice versa. IMPORTANT: INSURING CLAUSES I, 2 (SECTIONS A and B only), land 5 (SECTION H) only provide cover on a claims made and reported basis. Under these INSURING CLAUSES a claim must be first made against you and notified to us during the period of the policy or the Extended Reported Period to be covered. These INSURING CLAUSES do not cover any claim arising out of any actual or alleged wrongful act occurring before the date specified as the Retroactive Date in the Declarations. In consideration of the Premium and in reliance upon the information that you have provided to us prior co commencement of this insurance and which is deemed to form the basis of this insurance, we agree to provide the cover as set out below: INSURING CLAUSES INSURING CLAUSE I: ERRORS & OMISSIONS SECTION A: PROFESSIONAL LIABILITY We agree co pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you (regardless of who caused the claim) and notified to us during the period of the policy for any: a) negligent act, error, omission, advice, misstatement or misrepresentation; or b) breach of any contractual term implied by law concerning necessary quality, safety or fitness, or your duty to use reasonable care and skill; or c) dishonesty of your senior executive officers or employees provided that we maintain all rights of subrogation against the senior executive officer or employee if they are found guilty of such a dishonest act; or d) other act, error or omission giving rise to civil liability; arising out of your business activities performed for a client. We will also pay costs and expenses on your behalf. SECTION B: BREACH OF CONTRACT We agree co pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim by a client first made against you (regardless of who caused the claim) and notified to us during the period of the policy arising out of any breach of client contract. We will also pay costs and expenses on your behalf. SECTION C: FIDELITY OF EMPLOYEES We agree to reimburse you for loss first discovered during the period of the policy and incurred directly as a result of the dishonesty of your employees where there was a clear intention to cause you loss and obtain personal gain. We will also pay costs and expenses on your behalf. SECTION D: LOSS OF DOCUMENTS We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you (regardless of who caused the claim) and notified to us during the period of the policy arising out of damage to your documents or documents in your care, custody or control. We will also pay costs and expenses on your behalf. SECTION E: PAYMENT OF WITHHELD FEES We agree to pay your withheld fees with our prior written agreement in the event that your client brings or threatens to bring a claim against you that would be covered under SECTIONS A or B of this INSURING CLAUSE for an amount greater than your withheld fees if you attempt to recover the withheld fees from chem. Prior to payment of your withheld fees you must obtain written confirmation from your client that they will not bring a claim against you if you agree not to pursue them for your withheld fees and provide it to us. INSURING CLAUSE 2: CYBER & PRIVACY SECTION A: CYBER LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you (regardless of who caused the claim) and notified to us during the period of the policy for any: a) third party financial loss arising directly from a hacking attack or virus that has emanated from or passed through your computer systems or a cloud computing provider's systems; or b) third party financial loss arising directly from their inability to access your computer systems in the way in which you have authorized them co as a direct result of your computer systems' failure or impairment, or a cloud computing provider's systems failure or impairment, due co a hacking attack or virus; or c) third party financial loss arising directly from the loss or theft of your data, or data for which you are responsible or held to be responsible, or your data held by a cloud computing provider, arising directly from a hacking attack or virus; arising out of media content, user generated content or your business activities. We will also pay costs and expenses on your behalf. SECTION B: PRIVACY LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you (regardless of who caused the claim) and notified to us during the period of the policy for: a) a breach of any individual privacy rights, unintentional disclosure of personal information, failure to maintain the security of personally identifiable data including credit card information for which you are responsible, violation of any legal obligation relating to the security of personal information, or failure to warn of an actual or potential theft of personal information; or b) a breach of any rights of confidentiality, including a breach of any provisions of a non-disclosure agreement or breach of a contractual warranty relating to the confidentiality of data; or OC Underwritmg L11nited ,s Authorized and Regulated by the F,nanc,al Conducr Authorrry C 1999-2015 CFC U11derwrrr,11g Ltd, All Rights Reserved CFC TECH US V2 9 c) any fines, penalties or contractual damages you are legally obliged to pay as a direct result of a breach of privacy obligations where insurable under the applicable law; or d) any claim arising out of a)-c) above. which is due co the failure of a cloud computing provider's systems; arising out of media content, user generated content or your business activities. We will also pay costs and expenses on your behalf. SECTION C: PRIVACY BREACH NOTIFICATION COSTS We agree co reimburse you for privacy breach costs subject co our prior written agreement (such agreement not co be unreasonably withheld): a) chat you are legally obliged co incur; or b) that you are not legally obliged co incur, but where the reimbursement of these privacy breach costs will effectively mitigate or avoid a claim for which you would have been entitled to indemnity under SECTION B of INSURING CLAUSE 2 had such privacy breach costs not been incurred; or c) that you are not legally obliged co incur, but where the reimbursement of these privacy breach costs will effectively mitigate material damage co your brand or reputation. SECTION D: SYSTEM DAMAGE We agree to reimburse you up to the aggregate limit of liability shown in the Declarations for rectification costs, subject co our prior written agreement (such agreement not co be unreasonably withheld) which you incur: a) in retrieving, restoring or replacing any of your computer programs or any ocher data media (or any ocher computer programs or any ocher data media for which you are responsible) chat you first discover during the period of the policy have been damaged; or b) in repairing, restoring or replacing any of your computer systems that you first discover during the period of the policy have been damaged; as the direct result of any cyber peril, or a cloud computing provider's systems failu re or impairment due co a cyber peril. or accidental damage to your data first discovered during the period of the policy. We also agree co pay costs and expenses on your behalf. However, we shall not reimburse you for any rectification costs under chis SECTION of INSURING CLAUSE 2 which are covered under INSURING CLAUSE <I, SECTION A regardless of whether you have purchased INSURING CLAUSE <I, SECTION A and regardless of any exhaustion of the amount insured of INSURING CLAUSE <I, SECTION A. SECTION E: SYSTEM BUSINESS INTERRUPTION We agree co reimburse you up co the aggregate limit of liability shown in the Declarations for your loss of income incurred as the direct result of any cyber peril or a cloud computing provider's systems failure or impairment due co a cyber peril first discovered during the period of the policy. We also agree co pay costs and expenses on your behalf. SECTION F: THREATS OR EXTORTION We agree co reimburse you for loss due to threats received by you, either directly or indirectly, which you first discover during the period of the policy. a) to introduce any hacking attack or virus into your computer systems; or b) to disseminate, divulge or utilize information contained or once contained in your computer systems; or c) to damage, destroy or alter your computer systems; by any person who then demands ransom as a condition of not carrying out such threats. INSURING CLAUSE 3: MULTIMEDIA LIABILITY AND ADVERTISING INJURY SECTION A: DEFAMATION We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you (regardless of who caused the claim) and notified to us during the period of the policy for any: a) defamation, including but not limited co libel, slander, trade libel. produce disparagement, injurious falsehood; or b) emotional distress or outrage based on harm to the character or reputation of any person or entity; arising out of media content, user generated content or your business activities. We will also pay costs and expenses on your behalf. SECTION B: INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT We agree co pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' coses and expenses) as a result of any claim first made against you (regardless of who caused the claim) and notified co us during the period of the policy for any: a) infringement of any intellectual property rights, including, but not limited co, copyright, trademark, trade dilution, trade dress, design rights, domain name rights, moral rights, service mark or service name, but not including patent; or b) misappropriation of a trade secret; or c) ace of passing-off, piracy or plagiarism or any misappropriation of content, concepts, format rights or ideas or breach of a contractual warranty relating co intellectual property rights; or d) breach of any intellectual property rights license acquired by you; or e) failure to attribute authorship or provide credit; arising out of media content, user generated content or your business activities. We will also pay costs and expenses on your behalf. SECTION C: INVASION OF RIGHTS OF PRIVACY We agree to pay on your behalf all sums which you become legally obliged co pay (including liability for claimants' coses and expenses) as a result of any claim first made against you (regardless of who caused the claim) and notified to us during the period of the policy for any: a) invasion, infringement or interference with rights of privacy or publicity, including false light, public disclosure of private facts, intrusion, breach of confidence and commercial appropriation of name or likeness; or b) breach of agreement, breach of confidentiality or promissory escoppel, in connection with the failure co maintain the confidentiality of a source or materials furnished by a source or the failure to portray a source or a subject in a certain light; arising out of media content, user generated content or your business activities. We will also pay costs and expenses on your behalf. SECTION D: CONTENT LIABILITY We agree to pay on your behalf all sums which you become legally obliged co pay (including liability for claimants' coses and expenses) as a result of any claim first made against you (regardless of who caused the claim) and notified to us during the period of the policy for any: a) negligent act, error, omission, advice, misstatement or misrepresentation; or b) breach of any contractual term implied by law concerning necessary quality, safety or fitness, or your duty co use reasonable care and skill; or c) dishonesty of your senior executive officers or employees provided that we maintain all rights of subrogation against the senior executive officer or employee if they are found guilty of such a dishonest act; or d) other acc. error or omission giving rise to civil liability; arising out of media content or user generated content. We will also pay costs and expenses on your behalf. CFC Unde1writ1ng l,m,ted rs Authorized and Regulated by lhe Fmanc,al Conduct Author,ty 2 © 1999-2015 CFC U11derwri1111g ltd, All R,g/11s Reserved CFC TECH US V2 9 INSURING CLAUSE 4: COMMERCIAL PROPERTY SECTION A: PROPERTY DAMAGE We agree to reimburse you up to the amount insured shown in the Declarations for: a) the cost of repairing damage occurring during the period of the policy to your premises, including landlord's fixtures and fittings, walls, gates and fences, yards, car parks and pavements, trees, shrubs, plants and lawns, piping, ducting, cables, wires and associated concrol gear and accessories at your premises and extending to the public mains but only co the extent of your responsibility: or b) damage occurring during the period of the policy to contents of every description contained at your premises; or c) damage occurring during the period of the policy co contents of every description kept at the home of your senior executive officers or employees in the course of your business activities; or d) damage occurring during the period of the policy to contents of every description permanently or temporarily elsewhere, including while in transit; or e) the necessary and reasonable costs you incur following damage occurring during the period of the policy to glass which belongs co you or for which you are legally responsible for: i) temporary boarding up; or ii) repair of window frames or removal or replacement of fixtures and fittings in the course of replacing the glass; or iii) replacement lettering or other ornamental work and alarm foil on glass; or f) damage occurring during the period of the policy to money held in the course of your business activities: i) at your premises in transit or in a Bank Night Safe; or ii) at the home of your senior executive officers or employees; or g) damage occurring during the period of the policy to the personal belongings of your senior executive officers or employees or visitors to your premises provided they are not covered under any other insurance; or h) the reasonable cost of reconstituting the data you need to continue your business activities if your business records and electronic data have been lost or distorted as a direct result of damage covered under this INSURING CLAUSE; or i) the costs you incur to replace locks and keys necessary co maintain the security of your premises or safes following theft of keys involving force and violence occurring du ring the period of the policy; or j) the amount of any rent for your premises which you are legally obliged to pay for any period during which your premises or any part of it is unusable as a result of damage covered under this INSURING CLAUSE; or k) loss of metered water or gas, as a result of damage resulting in a water or gas charge that you are unable co recover from any third party. SECTION B: PERSONAL ACCIDENT We agree to pay on your behalf compensacion as shown in the Declarations if any of your senior executive officers or employees who are aged between 16 and 70 on the Inception Dace shown in che Declarations suffers bodily injury in the course of your business activities in a robbery or attempted robbery and suffers: a) death, permanent total disablement, loss of a limb or loss of sight as a direct result of the bodily injury within one year of the date of its occurrence; or b) temporary total disablement. The compensacion for temporary total disablement will be the amount shown in the Declarations per week, for a maximum of I 04 weeks. However, we will not pay compensation under more than one heading in the Declarations for the same bodily injury. SECTION C: BUSINESS INTERRUPTION We agree to reimburse you up to the amount insured shown in the Declarations for your loss of income, extra expense, loss of research and development expenditure, project delay costs and accounts receivable resulting solely and directly from an interruption to your business activities caused by: a) insured damage to your premises or contents of every description or to any other property used by you at your premises; or b) insured damage to property in the vicinity of your premises which prevents or hinders your access to your premises; or c) insured damage at the premises of one of your suppliers, other than a supplier of water; gas, electricity or telephone services; or d) failure in the supply of water. gas, electricity, or telephone services to your premises for more than 2-4 consecutive hours caused by insured damage to any propercy; or e) your inability to use your premises due to restrictions imposed by a public authority following: i) a murder or suicide; or ii) an occurrence of a notifiable human disease; or iii) bodily injury traceable to food or drink consumed at your premises; or iv) vermin or pests at your premises. INSURING CLAUSE 5: COMMERCIAL GENERAL LIABILITY SECTION A: BODILY INJURY AND PROPERTY DAMAGE LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising out of accidental bodily injury, personal injury or damage occurring during the period of the policy in the course of your business activities. We will also pay costs and expenses on your behalf. However, we will not make any payment on your behalf under this SECTION in respect of any claim: a) which is covered under any of INSURING CLAUSES I or 3, regardless of whether you have purchased INSURING CLAUSES I or 3 and regardless of any exhaustion of the Limit of Liability of INSURING CLAUSES I or 3; or b) arising directly or indirectly out of any product; or c) arising directly or indirectly out of any pollution. SECTION B: PRODUCTS AND COMPLETED OPERATIONS LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising out of accidental bodily injury or damage occurring during the period of the policy in the course of your business activities in connection with any product. We will also pay costs and expenses on your behalf. However, we will not make any payment on your behalf under this SECTION in respect of any claim: a) which is covered under INSURING CLAUSES I or 3, regardless of whether you have purchased INSURING CLAUSES I or 3 and regardless. of any exhaustion of the Limit of Liability of INSURING CLAUSES I or 3; or b) arising directly or indirectly out of any pollution. SECTION C: POLLUTION LIABILITY We agree to pay on your behalf all sums which you become legally obliged co pay (including liability for claimants' costs and expenses) as a result of any claim arising out of accidental bodily injury or damage occurring during the period of the policy and caused by pollution in the course of your business activities on condition that such pollution: a) was the direct result of a sudden, identifiable, unintended and unexpected incident occurring in its entirety at a specific time and place during the period of the policy; and b) was not the direct result of you failing to take reasonable precautions to prevent such pollution, provided always that all such pollution that arises out of one incident shall be considered for the purposes of this Policy to have occurred at the time such incident takes place. CFC Underwntmg Lurnted ,s Autl10nzed and Regulated by the finanoal Conduct Aurhonty 3 © 1999-2015 CFC U11derwrt1111g L!d, All Rig/11s Reserved CFC TECH US V2 9 We will also pay costs and expenses on your behalf. However, we will not make any payment on your behalf under this SECTION in respect of any claim which is covered under INSURING CLAUSES I or 3, regardless of whether you have purchased INSURING CLAUSES I or 3 and regardless of any exhaustion of the Limit of Liability of INSURING CLAUSES I or 3. SECTION D: TENANTS' LEGAL LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' coses and expenses) as a result of any claim arising out of accidental damage co premises leased to, hired by, on loan to or held in trust by you or otherwise in your care, custody or control occurring during the period of the policy in the course of your business activities. We will also pay costs and expenses on your behalf. However; we will not make any payment on your behalf under this SECTION in respect of any claim: a) which is covered under INSURING CLAUSES I or 3, regardless of whether you have purchased INSURING CLAUSES I or 3 and regardless of any exhaustion of the Limit of Liability of INSURING CLAUSES I or 3; or b) arising directly or indirectly out of any product. SECTION E: NON-OWNED AND HIRED AUTOMOBILE LIABILITY We agree co pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' coses and expenses) as a result of any claim arising out of accidental bodily injury or damage occurring during the period of the policy and caused by the use or operation of any automobile in the course of your business activities chat is not owned in whole or in part by the company named as the Insured in the Declarations or licensed in the name of the company named as the Insured in the Declarations. We will also pay costs and expenses on your behalf. SECTION F: LIABILITY FOR DAMAGE TO HIRED OR LEASED AUTOMOBILES We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' coses and expenses) as a result of any claim arising out of accidental damage to an automobile leased to or hired by you from a third party occurring during the period of the policy in the course of your business activities. We will also pay costs and expenses on your behalf. As a precedent to coverage under SECTIONS E and F of INSURING CLAUSE 5, you agree and warrant that all employees who operate an automobile in the course of your business activities will maintain in full force and effect for the period of the policy primary automobile liability insurance in an amount equal to or greater than the minimum primary automobile liability limits required in the state of registration of the automobile. If a claim is made and the employee is determined to have failed the minimum limits required then the coverage under SECTIONS E and F of INSURING CLAUSE 5 will respond as excess coverage as though the minimum limits were in full force and effect, whereby you agree co pay all sums within and up to the required minimum limit. However, we shall not make any payment under SECTIONS E and F of INSURING CLAUSE 5 as a result of any claim arising out of bodily injury or damage co a passenger of any automobile used in the course of your business activities. SECTION G: MEDICAL PAYMENTS We agree to pay medical expenses for bodily injury caused by an accident occurring during the period of the policy: a) on premises you own or rent; or b) on ways next co premises you own or rent; or c) because of your business activities; provided chat: a) the injured person, at the time of the accident, is not entitled to benefits under any workers compensation or disability benefits law or similar law; and b) the medical expenses are incurred and notified co us within one year of the date of the accident; and c) the injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. We will make these payments regardless of fault. SECTION H: EMPLOYEE BENEFITS LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' coses and expenses) as a result of any claim first made against you (regardless of who caused the claim) and notified to us during the period of the policy arising out of any negligent ace, error or omission committed by you or on your behalf in the administration of your employee benefit program. Furthermore, we agree to pay on your behalf any costs and expenses necessarily incurred with our prior written agreement in respect of measures taken by you with the object of avoiding or mitigating a claim for which you would be entitled co indemnity hereunder had such measures not been taken. We will also pay costs and expenses on your behalf. INSURING CLAUSE 6: COURT ATTENDANCE COSTS We agree to reimburse you, subject co our prior written agreement (such agreement not to be unreasonably withheld), for your reasonable coses incurred to attend court or any tribunal, arbitration, adjudication, mediation or other hearing as a witness in connection with a claim, loss or damage covered under any INSURING CLAUSE of this Policy for which you have purchased cover. INSURING CLAUSE 7: LOSS MITIGATION We agree co pay any reasonable coses necessarily incurred by you in respect of measures taken by you for the sole purpose of mitigating a claim, potential claim, loss or damage for which you would be entitled to indemnity under chis Policy had these measures not been taken, provided chac: a) b) c) d) you have previously notified us of the claim, potential claim, loss or damage; and the coses in respect of measures taken by you to mitigate the claim, potential claim, loss or damage are less than the expected value of the claim, potential claim, loss or damage: and the coses do not include any provision for salaries or other remuneration of your employees, any provision for your loss of profit or any provision for your normal operating expenses; and the costs are incurred with our prior written agreement (such agreement not to be unreasonably withheld). INSURING CLAUSE 8: REPUTATION AND BRAND PROTECTION We agree co pay coses reasonably incurred, subject co our prior written agreement (such agreement not co be unreasonably withheld), for the services of a public relations consultancy for the purpose of averting or mitigating damage co your reputation or brand caused by a claim, loss or damage chat is covered under any INSURING CLAUSE of chis Policy for which you have purchased cover where an event has been publicized through the media, including but not limited to television, print, radio or the incemec which might reasonably be considered co create a material threat to your brand or reputation. The public relations consultancy shall be chosen by the Claims Managers who shall cake into account the nature of the claim, loss or damage and the cost and quality of the services that they can deliver; unless you have reasonable cause co request a different public relations consultancy and the Claims Managers and you mutually agree upon chis company. CFC Underwnt,ng L,m,ted ,s Authorued and Regulated by 1he F1nanc1al Conduct Authority iE: 1999-2015 CFC Underwr,t1ng Lid, All R1g/1ts Reserved CFC TECH US V2 9 HOW MUCH WE WILL PAY Subject always to the aggregate limit of liability or limit of liability, the maximum amount payable by us for all claims, losses, damage and costs and expenses shall not exceed the amounts shown in the Declarations in respect of each INSURING CLAUSE unless lim ited below. Where more than one claim, loss or damage arises from the same original cause or single source or event all those claims or losses shall be deemed to be one claim, loss or damage and subject to the aggregate limit of liability only one limit of liability shall be payable in respect of all of those claims or losses. Where cover for any claim, loss or damage is provided under multiple SECTIONS or multiple INSURING CLAUSES subject to the aggregate limit of liability only one limit of liability shall be payable in respect of that claim, loss or damage and this shall be the highest limit ofliability of the SECTIONS or INSURING CLAUSES under which cover is provided. In respect of INSURING CLAUSES I, 2 (SECTIONS A and B only), l and 5 (SECTIONS A, B, C, D, E, F and H only) we may at any time pay to you in connection with any claim the amount of the aggregate limit of liability or limit of liability (after deduction of any amounts already paid). Upon such payment being made we shall relinquish the conduct and control of the claim and be under no further liability in connection with that claim except for the payment of costs and expenses incurred prior to the date of the payment (unless the aggregate limit of liability or limit of liability is stated to be inclusive of costs and expenses). In respect of INSURING CLAUSE 4, SECTION A only: a) at our option, damaged property or contents of every description will be rebuilt, repaired or replaced as new b) if, at the time the damage occurs, the amount insured is less than 85% of the total value of your premises or contents of every description insured, the amount we will pay will be reduced in the same proportion as the amount insured bears to the total value of your premises or contents of every description insured; YOUR DEDUCTIBLE We shall only be liable for chat part of each and every claim or loss which exceeds the amount of the Deductible stated in the Declarations. If any expenditure is incurred by us which falls within the amount of the Deductible stated in the Declarations, then you shall reimburse chat amount to us on our request. Where more than one claim or loss arises from the same original cause DEFINITIONS I. '4Accounts receivable" means: a) all sums due co you from customers, provided you are unable to effect collection thereof as the direct result of insured damage to records of accounts receivable; or b) interest charges on any loan co offset impaired collections pending repayment of such sums made uncollectible by such insured damage; or c) collection expense in excess of normal collection cost and made necessary because of insured damage. 2. "Administration" means: a) counseling employees, including their dependants and c) the amount insured for your premises and contents of every description will be adjusted monthly in line with any increase in nationally published indices. We will not reduce the amount insured without your consent; d) where improvements made by you co your premises are not damaged, but the lease on your premises is canceled as a result of insured damage, we shall pay for the cost of reinstating such improvements to the extent that they are not salvageable. In respect of INSURING CLAUSE 2, SECTION E and INSURING CLAUSE 4, SECTION C the amount we will pay will be: a) the difference between your actual income during the indemnity period and the income it is estimated you would have eamed during that period or; if this is your first trading year, the difference between your income during the indemnity period and during the period immediately prior to the loss, less any savings resulting from the reduced costs and expenses incurred during the indemnity period; and b) any additional costs and expenses. In respect of INSURING CLAUSE 4, SECTION C only the amount we will pay will also include: a) any project delay costs during the indemnity period, including the total value of any milestone payments chat were due in the indemnity period but will no longer be received by you either during the indemnity period or at any point in the future due co permanent termination of the project; and b) any research and development expenditure irrevocably lost during the indemnity period; and c) any accounts receivable, provided you keep a record of all amounts owed to you and keep a copy of the record away from your premises. If due to an emergency, our written agreement cannot reasonably be obtained prior co costs and expenses being incurred with respect co any claim, we can provide retrospective approval for those costs and expenses during the period of 1-4 days immediately following the date on which the claim was first made or initiated. or single source or event all such claims or losses shall be deemed to be one claim or loss and only one Deductible will apply. Where cover is provided under multiple SECTIONS or multiple INSURING CLAUSES only one Deductible will apply to that claim or loss and this shall be the highest Deductible of the SECTIONS or INSURING CLAUSES under which cover is provided. beneficiaries with respect co your employee benefit program; or b) handling records in connection with your employee benefit program; or c) effecting enrolment or termination of any employee's participation in a plan included in your employee benefit program; or d) interpreting your employee benefit program. 3. "Aggregate limit of liability" means the maximum amount payable as seated in the Declarations by us in respect of all claims and losses, or in respect of all accidents giving rise co medical expenses. CFC U11derwrw11g L1rrn!ed rs Authonzed and Regulated by t/1e F111ancral Conduct Authority 5 © 1999-2015 CFC Underwriting Ltd, All Rights Reserved CFC TECH US Vl 9 4'. "Amount insured" means the maximum amount payable by us as shown in the Declarations in respect of INSURING CLAUSES l (SECTIONS D and E only) and -4. The amount applies to each incident of loss or damage occurring during the period of the policy provided always that after the first incident of loss or damage you comply with our recommendations to prevent any further incidents of loss or damage. 5. "Bodily injury" means death, bodily injury, mental injury, illness or disease of or to any person. 6. "Breach of client contract" means your unintentional breach of a contract relating to the performance of your business activities for a client. 7. "Business activities" means: a) in respect of INSURING CLAUSES I to 3, the Business Activities, as stated in the Declarations, but not including the dissemination of media content or user generated content; or b) in respect of all other INSURING CLAUSES, the Business Activities, as stated in the Declarations and shall include, for the purpose of those Business Activities: i) the ownership, repair and maintenance of your property; and ii) provision and management of canteen, social, sports and welfare organizations for the benefit of your senior executive officers or employees and medical, fire fighting, and security services; and iii) attendance at conferences and tradeshows as either an exhibitor or visitor. However, it shall not include the dissemination of media content or user generated content. 8. "Claim" means: a) a demand for money, services, retraction or correction, including the service of suit or institution of arbitration or mediation proceedings; or b) a threat or initiation of a suit seeking injunctive relief (meaning a temporary restraining order or a preliminary or permanent injunction) or declaratory relief; or c) a disciplinary action, regulatory investigation or proceeding brought by any professional body, occupational health and safety body or regulator. 9. °Client" means any third party with whom you have a contract in place for the supply of your business activities in retum for a fee, or where a fee would normally be expected to be paid. 10. HCloud computing provider" means a third party provider of hosted computing services accessed across the intemet including infrastructure, platform and application level services. 11 . "Computer systems" means all electronic computers including operating systems, software, hardware and all communication and open system networks and any data or websites wheresoever hosted, including cloud computing providers, off-line media libraries and data back-ups. 12. "Contents of every description" means the contents at your premises which are owned by you or for which you are legally responsible, including: a) computer and ancillary equipment (including VDUs, keyboards, printers and software), television and video equipment, photographic, photocopying, surveying and telecommunications equipment; or b) documents, briefs, manuscripts, plans, business books, computer systems, records and programs; or c) goods held in trust, stock and samples; or d) wines, spirits and tobacco kept for entertainment purposes; or e) works of art or precious metals; or f) fixed glass in windows, doors and fanlights, glass showcases, glass shelves, mirrors and sanitary fixtures and fittings; or g) heating oil for your premises contained in fixed tanks in the open at the address shown in the Declarations; or h) tenant's improvements, decorations, fixtures and fittings including, if attached to the building, extemal signs, aerials and satellite dishes; or i) pipes, ducting, cables, wires and associated control equipment at the address shown in the Declarations and extending to the public mains. "Contents of every description" does not include money or the personal belongings of your senior executive officers or employees or visitors to your premises. 13. "Corporate blogging" means creating or editing a web log, discussion forum pose. online comment, or other associated social media activity where the primary purpose of that activity is to promote you or the individual's position within your industry even if the nature of the content is not directly associated with your business activities. 1-4. "Costs and expenses" me.ans: a) in respect of INSURING CLAUSES I, l (SECTIONS A and B only) and 3: i) your legal costs and expenses in the defense or settlement of any claim made against you; and ii) your legal coses and expenses in the defense of any criminal claim made against you, provided that we maintain all rights of subrogation against any senior executive officer or employee if they are found gu ilty of such a criminal act; and iii) your legal costs and expenses incurred in quashing or challenging the scope of any subpoena or witness summons ordering you to disclose or produce any information or material which was created, produced or disseminated by you; and iv) interest on chat part of any judgment we pay that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the limit of liability; and b) in respect of INSURING CLAUSES l (SECTIONS D and E only) and -4, the costs and expenses incurred by you or on your behalf in establishing that you have sustained a loss or damage and the quantum of such loss or damage or the coses and expenses incurred by you or on your behalf in mitigating any such loss or damage; and c) in respect of INSURING CLAUSE -4, SECTION A only, the necessary and reasonable costs and expenses you incur to remove debris from your premises or the area immediately adjacent, following damage covered under INSURING CLAUSE -4, SECTION A; and d) in respect of INSURING CLAUSE l , SECTION E and INSURING CLAUSE -4, SECTION C, the necessary and reasonable additional costs and expenses you incur in order to continue your business activities as stated in the Declarations during the indemnity period; and e) in respect of 5 (SECTIONS A, B, C, D, E, F and H only), your legal costs and expenses in the defense or settlement of any claim made against you. Subject to all costs and expenses being incurred with the Claims Managers' written agreement (such agreement not to be unreasonably withheld). If costs and expenses are shown in the Declarations to be in addition to the aggregate limit of liability or limit of liability in respect of INSURING CLAUSES I, l (SECTIONS A and B only), 3 and 6 (SECTIONS A, B, C, D, E, F and H only), and if a payment in excess of the amount of indemnity available hereunder has to be made to dispose of any claim, our liability for such costs CFC Unde,writmg L11rn1cd is Autlrori,cd and Regula1ed by 1/rc Fmanoal Conduct Authority 6 i;) 1999-2015 CFC Underwritmg Lid, All R1gl,1s Reserved CFC TECH US Vl 9 and expenses shall be such proportion thereof as the amount of indemnity available hereunder bears to the amount required to dispose of such claim, subject always to the maximum amount of costs and expenses shown in the Declarations. Costs and expenses are always included in the amount insured in respect of INSURING CLAUSES l (SECTIONS D and E only) and <I. 15. "Cyber peril" means any: a) hacking attack or virus; or b) malicious damage to your computer systems by an employee; or c) failure of a cloud computing provider or other third party hosting your computer systems as a direct result of (a) or (b) above. 16. "Damage/damaged" means damage to, or destruction of, or loss of possession of, property. In respect of INSURING CLAUSES I, l (SECTIONS A and B only), 3 and 5 damage does not include damage to or destruction of, or loss of possession of, or loss of use of, or corruption of, data. 17. "Documents" means deeds, wills, agreements, maps, plans, records, books, letters, certificates, forms, computer programs or any other data media and documents of any nature whatsoever, whether written, printed or reproduced by any other method (other than bearer bonds, coupons, bank notes, currency notes and negotiable instruments). 18. "Employee" means any: a) person employed by the company named as the Insured in the Declarations, or any subsidiary; or b) person undertaking study or work experience or youth training scheme with the company named as the Insured in the Declarations, or any subsidiary. Employee does not include any senior executive officer of the company named as the Insured in the Declarations, or any subsidiary. 19. "Employee benefit program" means group automobile insurance, group homeowners insurance, group life insurance, group dental insurance, group health insurance, profit sharing plans, pension plans, early retirement offerings, employee investment subscription plans, Workers' Compensation, Unemployment Insurance, Social Security. Disability Benefit Insurance, travel, savings or vacation plans or any similar benefit programs. 20. "Extra expense" means the necessary and reasonable extra costs and expenses you incur in order to continue your business activities during the indemnicy period. 21 . "Hacking attack" means any malicious or unauthorized electronic attack including but not limited to any fraudulent electronic signature, brute force attack, phishing. denial of service attack, that has been initiated by any third parties or by any employees and that is designed to damage, destroy, corrupt, overload, circumvent or impair the functionality of computer systems. 22. "Income" means your total income from your business activities less direct costs. 23. "Indemnity period" means the period beginning at the date of the damage, or the date the restriction is imposed, and lasting for the period during which your income or expenditure is affected as a result of such damage or restriction, but for no longer than the number of months shown in the Declarations. 2-4. "Insured damage" means damage to property provided that: a) the damage is covered under INSURING CLAUSE <I, SECTION A; or b) an insurer has paid the claim, or has agreed to pay the claim, under any other insurance covering such damage. 25. "Limit of liability" means the maximum amount payable by us as stated in the Declarations in respect of each claim or loss, or in respect of each accident giving rise to medical expenses. 26. "Loss of a limb" means loss by physical separation of a hand at or above the wrist. of a foot at or above the ankle, and includes total and irrecoverable loss of use of a hand, arm or leg. 27. "Loss of sight" means total and irrecoverable loss of sight. 28. ,.Loss" means direct financial loss sustained by you. 29. "Media content" 30. means any content regardless of the nature or form of such content, including. but not limited to, content disseminated through books, newspapers, magazines, television, radio, advertising, websites, chat rooms, bulletin boards, databases, biogs or mobile phones or any other means which is created or disseminated by you or on your behalf. Media content does not include advertisements created by you for a third party in retum for a fee, or where a fee would normally be expected to be paid. "Medical expenses" means reasonable expenses for: a) first aid administered at the time of an accident; or b) c) necessary medical, surgical, x ray and dental services, including prosthetic devices; or necessary ambulance, hospital, professional nursing and funeral services. 31. "Honey" means cash, bank and currency notes, checks, bankers drafts, or share or bond certificates. 32. "Period of the policy" means: a) the period between the Inception Date shown in the Declarations and the Expiry Date shown in the Declarations; or b) the period between the Inception Date shown in the Declarations and the date on which the Policy is cancelled in accordance with the "Cancellation" CONDITION. 33. 0 Permanent total disablement" means disablement which entirely prevents the injured person from attending to any business or occupation for which they are reasonably suited by training, education or experience and which lasts for 2-4 calendar months and at the expiry of that period being beyond hope of improvement. 3-4. "Personal injury" means: a) false arrest, detention or imprisonment; or b) malicious prosecution; or c) wrongful entry into, or eviction of a person from, a room, dwelling or premises that the person occupies. 35. "Pollution" means pollution or contamination of the atmosphere, or of any water, land, buildings or other tangible property. 36. "Premises" means a building (including any outbuildings) occupied in connection with your business activities. OC Unde1writ1ng L11rnted ,s Autl,ortzed and Regulated by the Fmanoal Conduct AuchortCy 7 G 1999-2015 OC U11derwr,c,ng Led, All R,gltcs Reserved CFC TECH US V2 9 I 37. "Privacy breach costs" means any sums reasonably required to: a) fulfil any obligation you have to notify third parties of an actual or suspected breach of privacy in relation to any personal information; or b) establish a credit monitoring service or identity theft helpline; or c) conduce an independent security audit of your computer systems to identify the source and scope of the privacy breach. 38. "Privacy obligations" means your legal obligations arising directly from: a) any privacy statement governing the handling of information on your computer systems; or b) any written contract between you and a third party governing the processing and storage of credit card information on your computer systems; or c) any implied contractual duty co use reasonable care and skill in the handling of personal data or credit card information (including breaches of the Payment Card Industry Data Security Standard); or d) any legal obligation co notify individuals of an actual or potential breach of their private or confidential data; or e) statutory data protection regulations in the country or countries where you operate, including industry specific data protection and security regulations ( e.g. the Health Insurance Portability and Accountability Ace 1996) as they currendy exist and as amended. 39. "Product" means any tangible property (including containers, packaging, labeling or instructions, but explicitly excluding any software, data, or source code) after it has left your custody or control which has been designed, specified, formulated, manufactured, constructed, installed, sold, supplied, distributed, created, serviced, altered, processed, cleaned, renovated or repaired by you or on your behalf in the course of your business activities. -40. "Project delay costs" means any additional costs and expenses incurred by you as a direct result of a delay co a project, including the interest charges incurred from any reasonable loan required as a result of a delayed milestone payment. -41. "Rectification costs" means chose coses chat you incur as a result of the use of external consultants, contractors or advisers or any additional coses chat you incur co pay your employees. For che avoidance of doubt, rectification costs does not include the basic salaries of your senior executi-officers or employees or your office expenses or any payments that you have paid or agreed to pay as part of any service or maintenance contract. '42. Hfteseat"ch and development expenditure" means your expenditure on research and development less the cost of reusable materials consumed for the purposes of the research and development. "43. HSeniot" executive officer" means board members, executive officers, in-house lawyers, risk managers, chief operating officers, chief technology officers, chief information officers, and chief privacy officers of the company named as the Insured in the Declarations, or any subsidiary. 11. usubsidiary" means any company which the company named as che Insured in the Declarations controls through: a) holding 50% or more of the voting rights; or b) having the right co appoint or remove 50% or more of its board of directors; or c) controlling alone, pursuant co a w1icten agreement with other shareholders or members, 50% or more of the voting rights therein. -45. "Temporary total disablement" means disablement which entirely prevents the injured person from attending co their business or occupation. -46. "Third party" means: a) any person who is not a senior executive officer or employee of the company named as the Insured in the Declarations, or any subsidiary; or b) a company other than che company named as the Insured in the Declarations, or any subsidiary. -47. "User generated content" means any digital content including, but not limited to, content disseminated through websites, social networks, chat rooms, bulletin boards, databases, biogs or mobile phones which is not created by you or on your behalf but for which you are deemed to be responsible. "'48. uvirus0 means any malicious software code including but not limited co any logic bomb, Trojan horse or worm chat has been introduced by any third parties or by any employees and that is designed to damage, destroy, corrupt, overload, circumvent or impair the functionality of computer systems. -49. "We/our/us" means the Underwriters named in the Declarations. 50. "Withheld fees" means any contractually due fee that your client refuses co pay you, but excludes any part of the fee chat represents your profit or mark- up or liability for taxes. 51. "Workmanship" means any physical workmanship in manufacture, fabrication, construction, erection, installation, assembly, alteration, servicing, remediation, repair, demolition or disassembly (including any materials, parts or equipment furnished in connection therewith) by you. 52. "Wrongful act" means any ace or event the subject of INSURING CLAUSES to 3 of this Policy for which you have purchased coverage. 53. "You/your" means: a) che company named as the Insured in the Declarations, or any subsidiary; and b) any past, present or future senior executive officer or employee of the company named as the Insured in the Declarations or any subsidiary; and c) any past, present or future officers, committees and members of your canteen, social, spores, medical, fire fighting, security services and welfare organizations for legal liabilities incurred in their respective capacity as such. CFC U11de1writ111g L,m,ted is Autho11zed and Regulated by the F111anc1al Conduct Authority 8 © 1999-20 I 5 CFC U11derwrit111g Ltd, All Rights Reserved CFC TECH US Vl 9 EXCLUSIONS We will not: a) make any payment on your behalf for any claim; or b) incur any costs and expenses; or c) reimburse you for any loss, damage, legal expenses, fees or costs sustained by you; or d) pay any medical expenses: EXCLUSIONS RELATING TO OTHER INSURANCES: I. Auto arising directly or indirectly from the ownership, possession or use by you or on your behalf of any motor vehicle or trailer, other than bodily injury or damage: a) caused by the use of any tool or plant forming part of or attached to or used in connection with any motor vehicle or trailer; or b) occurring beyond the limits of any carriageway or thoroughfare and caused by the loading or unloading of any motor vehicle or trailer; or c) arising out of the use of any motor vehicle or trailer temporarily in your custody or control for the purpose of parking; or d) occurring beyond the limits of any carriageway or thoroughfare and caused by the use of any unlicensed vehicle, including but limited to snowmobiles and all terrain vehicles, in the course of your business activities; provided always that we will not make any payment on your behalf or incur any costs and expenses in respect of any legal liability for which compulsory insurance or security is required by legislation or for which a government or other authority has accepted responsibility. However, this EXCLUSION shall not apply in respect of INSURING CLAUSE 5, SECTIONS E and F. 2. Automobile use without owner's consent arising out of or relating directly or indirectly to the use by you of any automobile or trailer without the consent of the owner. 3. Commercial passenger vehicles arising out of or relating directly or indirectly to the use by you of a commercial passenger vehicle including, but not limited to, a coach, bus or minibus, or any other vehicle containing 9 or more people. -4. Design liability in respect of INSURING CLAUSE 3 only, arising directly or indirectly from any actual or alleged product design, industrial design, architectural design or architectural services. 5. Directors and officers liability arising out of any personal liability incurred by your senior executive officers when they are acting in that capacity or managing you, or arising from any statement, representation or infonnation regarding your business contained within any accounts. reports or financial statements. 6. Employment practices arising out of or resulting from: a) any employer-employee relations, policies, practices, acts, omissions, any actual or alleged refusal to employ any person, or misconduct with respect to employees: or b) any acts or omissions committed by you or any of your senior executive officers or employees which are in breach of, or are alleged to be in breach of, any terms and conditions of a contract, whether express or implied, including but not limited to the misappropriation of trade secrets or a breach of other restrictive covenants, relating to the previous employment of any of your senior executive officers or employees; unless specifically covered under INSURING CLAUSE 2, SECTION B. 7. Employers' liability arising directly or indirectly out of bodily injury to your senior executive officers or employees. However, this EXCLUSION shall not apply to senior executive officers or employees on whose behalf contributions are required to be made by you under the provisions of any Workers' Compensation Law in respect of whom liability has been denied by any Workers' Compensation authority. 8. Errors and omissions arising directly or indirectly out of an actual or alleged breach of your professional duty, unless specifically covered under INSURING CLAUSES I or 3 for which you have purchased coverage. 9. General liability in respect of INSURING CLAUSES I, l (SECTIONS A to C only) and 3, arising directly or indirectly out of bodily injury, damage or pollution that did not occur directly as a result of media content, user generated content or your business activities. 10. Marine and aviation arising directly or indirectly from the ownership, possession or use by you or on your behalf of any aircraft, hovercraft, offshore installation, rig, platform or watercraft. 11. Other insurance for which you are entitled to indemnity under any other valid and collectible insurance except for: a) any additional sum which is payable over and above such other valid and collectible insurance, or b) any contribution that we are obliged to make by law and that contribution shall be in proportion to the respective limits of liability or amounts insured of the Policies. 12. Personal injury in respect of INSURING CLAUSES I, l (SECTIONS A to C only) and 3, arising directly or indirectly out of personal injury. 13. Product guarantee for costs incurred in the repair, alteration, reinstatement, inspection, reconditioning or replacement of any product or part thereof and any financial loss consequent upon the necessity for such repair, alteration, reinstatement, inspection, reconditioning or replacement, other than in respect of INSURING CLAUSE I when you are legally obliged to pay these sums co a client. 1-4. Product recall arising directly or indirectly from the recall of any product or part thereof except for claims made under INSURING CLAUSE I where you are legally liable for these coses to a third party as the direct result of a wrongful act committed or alleged to have been committed by you. 15. Products liability in respect of INSURING CLAUSES I, l (SECTIONS A to C only) and 3, arising directly or indirectly out of bodily injury, damage or pollution caused by a product. 16. Workmanship in respect of INSURING CLAUSES I, l (SECTIONS A to C only) and 3, arising directly or indirectly out of bodily injury, damage or pollution caused by workmanship. EXCLUSIONS RELATING TO THE CONDUCT OF YOUR BUSINESS: 17. Benefit laws arising directly or indirectly out of your failure to comply with the mandatory provisions of any law concerning workers' compensation, unemployment insurance, social security, disability benefits or pension benefits. UC Underwntmg Lirnt!ed ,s Au1l10nzed and Regulated by 1/ie F,nanoal Conduce Auclwricy 9 ':: I 999-20 I 5 CFC U11derwric,11g Led, All R,gl11s Reserved CFC TECH US V2 9 18. Cease and desist notice compliance arising directly or indirectly from: a) your actual or alleged wilful, dishonest, deliberate, or reckless failure to comply with any cease and desist notice received by you in relation co any content; or b) your actual or alleged wilful, dishonest, deliberate, or reckless failure to comply with any blocking order imposed upon you. 19. Chargebacks arising directly or indirectly from any chargeback, liability or fee incurred by you as a result of a merchant service provider, including any credit card company or bank, wholly or partially reversing or preventing a payment transaction, unless specifically covered under INSURING CLAUSE I, SECTIONS Band C for which you have purchased coverage. 20. Circumstances known at inception arising out of any circumstances or occurrences which could give rise to a claim, loss or damage under this Policy or any accidents giving rise to medical expenses of which a senior executive officer was aware, or ought reasonably to have been aware, prior to the Inception Date of chis Policy, whether notified under any ocher insurance or not. 21. Collection of private data without consent arising directly or indirectly from your actual or alleged failure co obtain explicit consent from any private individual before collecting, scoring or sharing any of their personal information, including but not limited co internet search history and internet browsing habits. 22. COPPA arising directly or indirectly from your actual or alleged failure co comply with che requirements of the Children's Online Privacy Protection Ace of 1998 (COPPA) or any other similar legislation in a different jurisdiction relating co the security and privacy of minors and their personal information online. 23. Core internet infrastructure failure in respect of INSURING CLAUSE 2, SECTIONS D and E only, arising directly from a failure of any core element of the internee infrastructure chat results in a countrywide or global outage of the internee, including a failure of the core DNS root servers or the IP addressing system. 2-4. Employee benefit program advice arising directly or indirectly from any actual or alleged: a) advice given co any person to participate or not to participate in any plan included in your employee benefit program; or b) the failure of any investment co perform as represented by you. 25. Faulty workmanship arising from damage to your property or premises caused directly or indirectly by misuse, inadequate or inappropriate maintenance, faulty workmanship, defective design, the use of faulty materials or whilst being cleaned, worked on or maintained. 26. Hazardous devices arising directly or indirectly from any product which with your knowledge is intended for incorporation into the structure, machinery or controls of any aircraft. other aerial device, military vehicle, hovercraft, waterborne craft or any medical equipment. 27. Hired or leased vehicles exclusions in respect of INSURING CLAUSE 5 (SECTION F only), arising out of or relating directly or indirectly co: a) damage co tires or consisting of or caused by mechanical failure or breakdown of any part of an automobile or by rusting. corrosion, wear and tear, freezing or explosion within the combustion chamber; or b) damage to contents of trailers or to rugs or robes; or c) damage occurring after theft by any person residing in the same dwelling premises as you; or d) damage caused by any employee engaged in the maintenance or repair of the automobile. 28. Inadequate server capacity in respect of INSURING CLAUSE 2, SECTION E only for any business interruption loss incurred as a result of your servers noc having the sufficient capacity to process all of the requests placed upon chem solely because the demand for your websites is larger than the servers are designed co process, unless the reason for such levels of demand is due to an attack on your service levels by any malicious denial of service attack. 29. Legal action where action for damages is brought in a court of law outside the territories specified in the Declarations, or where action is brought in a court of law within those territories to enforce a judgment outside of those territories whether by way of reciprocal agreement or otherwise. 30. Liquidated damages, service credits and penalty clauses in respect of INSURING CLAUSE I only, for liquidated damages or service credits, or arising out of penalty clauses. 31 . Long term leased vehicles arising out of or relating directly or indirectly to any automobile or trailer hired or leased by you from a third party for a period greater than 30 consecutive days. 32. Machinery or computer breakdown in respect of INSURING CLAUSE '4 only, arising directly or indirectly from: a) damage to your electrical or mechanical plane; or b) loss or distortion of your data or your computer systems, television or video equipment, photographic, photocopying, surveying or telecommunications equipment; resulting from its own breakdown, explosion or collapse. However, we will reimburse you under INSURING CLAUSE '4 up to the amount insured for loss occurring during the period of the policy following breakdown of your computer systems, but only if your computer systems are subject to a manufacturer's guarantee or a maintenance contract providing free parts and labor in the event of a breakdown, and only where the loss is not covered under INSURING CLAUSE 2, SECTION D, regardless of whether you have purchased INSURING CLAUSE 2, SECTION D and regardless of any exhaustion of the amount insured of INSURING CLAUSE 2, SECTION D. 33. Misleading advertising arising directly or indirectly from any actual or alleged advertisement promoting your business activities which is false or misleading. H. Patents arising out of the actual or alleged infringement of any patent or inducing the infringement of any patent. 35. PCI implementation in respect of INSURING CLAUSE 2 only, as a result of fines or penalties from your acquiring bank arising directly from your actual or alleged failure to implement security measures in accordance with the PCI Data Security Standard implementation timetable where a data breach has not occurred. 36. Programming errors in respect of INSURING CLAUSE 2, SECTIONS D and E only, arising directly or indirectly from any computer programming error, software bug, software implementation or upgrade error. 37. Retroactive Date in respect of INSURING CLAUSES I, 2 (SECTIONS A and B only), 3 and 5 (SECTION H) only, arising out of any event or actual or alleged wrongful act occurring, in whole or in part, before the date specified as the Retroactive Dace in the Declarations. 38. Telephone system hacking in respect of loss arising directly out of a hacking attack to your telephone system that has been initiated by any third party. 39. Unjust enrichment in respect of INSURING CLAUSE I and 3 only, for that part of any claim that results in you being in a better financial position as a direct result of your wrongful act than you would have been if you had not committed the wrongful act. However. in respect of INSURING CLAUSE 3 SECTION C, and CFC Underwrillng Lumted 1s Autlwrized and Regulated by the fmanc,a/ Conduct Authority 10 :tJ 1999-2015 CFC U11derwrivng Ltd, All R1gl1ts Reserved CFC TECH US V2 9 notwithstanding the agreement to pay claims CONDITION, we shall pay costs and expenses on your behalf unless and until this EXCLUSION is determined to apply to all or any part of a claim (including by judgment, arbitral award, settlement or agreement between you and us). 40. Unlawful surveillance in respect of any actual or alleged eavesdropping, wiretapping, audio or video recording. 41. Unsolicited communications notwithstanding part a) of the antitrust EXCLUSION, arising directly or indirectly from any accual or alleged violation of. a) the CAN-SPAM Act of 2003 or any subsequent amendmenu to that Act; or b) the Telephone Consumer Protection Act (TCPA) of 1991 or any subsequent amendments to that Ace: or c) any other law, regulation or statute relating co unsolicited communication, distribution, sending or transmitting of any communication via telephone or any other electronic or telecommunications device. 42. Webscraping and data harvesting arising directly from your unauthorized use of any web scraping or data harvesting techniques including, but not limited to, the use of any unauthorized Application Programming Interface to automatically collect web based information, or the use of automated tools which directly contravene the target website's terms of use. 43. Wilful or dishonest acts of senior executive officers in respect of INSURING CLAUSES I, 2 and 3 only, arising out of any wilful, malicious, reckless or dishonest act or omission by any senior executive officer, unless such person had already ceased to be a senior executive officer of the company named as the Insured in the Declarations and all subsidiaries at the time of their first wilful, malicious, reckless or dishonest act or omission, or unless specifically covered under INSURING CLAUSE I, SECTION A. part (c) or INSURING CLAUSE 3, SECTION D, part (c) for which you have purchased coverage. We will not provide any cover for any senior executive officer who condones or ignores any dishonesty. GENERAL INSURANCE EXCLUSIONS -4-4. Antitrust for or arising out of any accual or alleged antitrust violation, restraint of trade, unfair competition, false, deceptive or unfair trade practices, violation of consumer protection laws or false or deceptive advertising other than: a) where specifically covered under INSURING CLAUSE 2 or INSURING CLAUSE 3 for which you have purchased coverage; or b) any covered portion of any claim based on your alleged unauthorized use of a third party's trademark. 45. Asbestos arising directly or indirectly or resulting from or contributed to by the manufacturing, mining, use, sale, installation, removal distribution of or exposure to asbestos, materials or products containing asbestos, or asbestos fibers or dust. 46. Associated companies a) in respect of any claim made by any company firm or partnership in which the company named as the Insured in the Declarations has greater than a I 0% executive or financial interest, unless such claim emanates from an independent third party; or b) in respect of any claim made by any company firm partnership or individual which has greater than a I 0% executive or financial interest in the company named as the Insured in the Declarations or any subsidiary, unless such claim emanates from an independent third party: or c) arising out of or resulting from any of your activities as a trustee, partner, officer, director or employee of any employee trust, charitable organization, corporation, company or business other than that of the company named as the Insured in the Declarations or any subsidiary; or d) in respect of any claim made by or on behalf of the company named as the Insured in the Declarations or any subsidiary. 47. Earthquake in respecc of INSURING CLAUSE 4 only, caused by earthquake, except for: a) ensuing loss or damage which results directly from fire, explosion, smoke or leakage from fire protective equipment; or b) ensuing damage to contents of every description while in transit. -48. Electromagnetic fields directly or indirectly arising out of, resulting from or contributed to by electromagnetic fields, electromagnetic radiation, electromagnetism, radio waves or noise. -49. ERISA based upon the Employment Retirement Income Security Act of 1974 and any amendment thereto, or any rules or regulations promulgated thereunder. SO. Fines for fines, penalties, civil or criminal sanctions or punitive damages, unless insurable under the applicable law. However, we will apply the most favorable State law to you in determining whether the fines, penalties, civil or criminal sanctions or punitive damages are insurable. SI. Flood in respect of INSURING CLAUSE 4 only, caused by flood, including waves, tides, tidal waves, or the rising of, the breaking out, or the overflow, of any body of water whether natural or man made, but this EXCLUSION does not apply to: a) ensuing loss or damage which results directly from fire, explosion, smoke or leakage from fire protective equipment; or b) ensuing damage to contents of every description while in transit. 52. Insolvency arising out of or relating directly or indirectly from your insolvency or bankruptcy, or the insolvency or bankruptcy of any third party. Furthermore, no coverage is provided under INSURING CLAUSE 2, SECTION E or INSURING CLAUSE 4, SECTION C if you, become insolvent or bankrupt. 53. Land or water arising directly or indirectly from damage to land or water within or below the boundaries of any land or premises pre~ently or at any time previously owned or leased by you or otherwise in your care, custody or control. 54. Miscellaneous property exclusions in respect of INSURING CLAUSE 4 only, arising directly or indirectly from: a) wear and tear. inherent defect. rot. vermin or infestation. or any gradually operating cause; or b) dryness or humidity, being exposed to light or extreme temperatures, unless the damage is caused by storm or fire; or c) coastal or river erosion; or d) a rise in the water table; or e) theft from an unattended vehicle unless the stolen item is out of sight; or f) frost, other than damage due to water leaking from burst pipes forming part of the permanent internal plumbing provided the premises are occupied and in use; or g) unexplained loss or disappearance or inventory shortage of your property; or h) a hacking attack or virus. 55. Named windstorms in respect of INSURING CLAUSES 2 (SECTION E only) and 4, caused: a) directly or indirectly by a windstorm which is given a name by the National Hurricane Center, Miami, FL, regardless of any OC Underwr11111g L11nr1ed rs Aut/1011,ed and Regulated by 1l1e F1110noal Conduc! Au1l10nty II C:: 1999-2015 CFC U11derwm111g Ltd, All R1g/11s Reserved CFC TECH US V2 9 other cause or event that contributes concurrently or in any sequence to the loss or damage; or b) by rain, snow, sand or dust, whether driven by wind or not, if that loss or damage would not have occurred but for a windstorm which is given a name by the National Hurricane Center, Miami, FL. But if the windstorm results in a cause of loss or damage ocher than rain, snow, sand or dust, and that resulting cause of loss or damage is not otherwise excluded under this Policy, we will pay for that loss or-damage. For example, if the windstorm damages a heating system and fire results, the loss or damage attributable to the fire is covered subject co any other applicable policy provisions. 56. Nuclear arising directly or indirectly from or contributed to by: a) ionizing radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel; or b) the radioactive, toxic, explosive or ocher hazardous properties of any explosive nuclear assembly or nuclear component thereof. 57. Personal liability made against: a) any past, present or future senior executive officer or employee of the company named as the Insured in the Declarations or any subsidiary; or b) any past, present or future officers, committees and members of your canteen, social, sports, medical, fire fighting, security services and welfare organizations, unless: i) chat claim would have been covered under chis Policy if it had been made solely against the company named as the Insured in the Declarations or any subsidiary; and ii) the ace or event which gave rise to the claim was committed by a senior executive officer or employee acting within the scope of their duties as a senior executive officer or employee including corporate blogging, when the ace or event was committed. 58. Pollution arising directly or indirectly out of pollution. However, chis EXCLUSION shall not apply in respect of: a) INSURING CLAUSE S, SECTION C; or b) premises leased co, hired by. on loan to or held in trust by you or otherwise in your care, custody or control in respect of: i) bodily Injury caused by smoke, fumes, vapor or soot ii) from equipment used co heat the building, or bodily injury or damage arising out of heat, smoke or fumes from a hostile fire. For the purpose of this EXCLUSION a "hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be; or c) INSURING CLAUSE <I to the backing up of sewers, sumps, septic tanks or drains. 59. RICO for any actual or alleged violations of the Racketeer Influenced and Corrupt Organization Act 18 USC Sections 1961 et seq and any amendments thereto, or any rules and regulations promulgated thereunder. 60. SEC for any actual or alleged violation of any of the provisions of the Securities Act of 1933, the Securities Exchange Act 193-4 or any similar regional, provincial, territorial, federal or State law or any common law relating thereto. 61. Toxic Mold / Fungus arising directly or indirectly from any loss, bodily injury, damage or costs and expenses, including, but not limited to, losses, damage or costs and expenses related to, arising from or associated with clean-up, remediation, containment, removal or abatement, caused directly or indirectly, in whole or in pare, by: a) any fungus. mold, mildew or yeast; or b) any spore or toxins created or produced by or emanating from such fungus, mold, mildew or yeast; or c) any substance, vapor, gas, or ocher emission or organic or inorganic body or substance produced by or arising out of any fungus, mold, mildew or yeast; or d) any material, product, building component, building or structure, or any concentration of moisture, water or other liquid within such material, product, building component, building or structure, that contains, harbors, nurtures, or acts as a medium for any fungus, mold, mildew yeast, or spore or toxins emanating therefrom; regardless of any ocher cause, event, material, product or building component that contributed concurrently or in any sequence to chat loss, bodily injury, damage or costs and expenses. For the purposes of this EXCLUSION the following definitions are added to the Policy: Fungus includes, but is not limited co, any plants or organisms belonging co the major group Fungi, lacking chlorophyll, and including moulds, rusts, mildews, smuts and mushrooms. Mold includes, but is not limited to, any superficial growth produced on damp or decaying organic matter or on living organisms, and fungi that produced moulds. Spore means any dormant or reproductive body produced by or arising from or emanating out of any fungus, mould, mildew, plants, organisms or microorganisms. 62. Trade debt arising out of or in connection with any trading losses or trading liabilities incurred by any business managed or carried on by you, or any loss of your profit arising from the loss of any client, account or business. 63. War and terrorism directly or indirectly caused by, resulting from or in connection with any of the following regardless of any other cause or event contributing concurrently or in any other sequence co the claim, loss. damage, costs and expenses or medical expenses: a) war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war be declared or not), civil war, rebellion, insurrection, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power; or b) any act of terrorism. For the purpose of this EXCLUSION an act of terrorism means an act, including but not limited to the use of force or violence or the threat thereof, of any person or group of persons, whether acting alone or on behalf of or in connection with any organization or government, committed for political, religious, ideological or similar purposes including the intention to influence any government or co put the public, or any section of the public, in fear. This EXCLUSION also excludes claims, losses, damage, costs and expenses or medical expenses of whatsoever nature directly or indirectly caused by, resulting from or in connection with any action taken in controling, preventing, suppressing or in any way relating co a) or b) above. This EXCLUSION does not apply to any claim, loss or costs and expenses arising directly from a hacking attack or virus. OC Unde1wr,t1ng L11n,ted ,s Authonzed and Regulated by the F,nanc,a/ Conduct Authority 12 © 1999-2015 CFC U11derwrrt111g Ltd, All R1gl11s Reserved CFC TECH US Vl 9 I CONDITIONS I. What you must do in the event of a claim or loss Should a senior executive officer become aware of any claim, loss or damage the following obligations must be complied with by you: a) You must not admit liability for or settle or make or promise any payment in respect of any claim, loss or damage which may be covered under this Policy. Neither must you incur any costs and expenses in connection with such a claim, loss or damage without our written agreement. However, you should arrange for any urgent repairs following damage covered under INSURING CLAUSE -4, SECTION A to be done immediately. Before any other repair work begins we have the right to inspect your damaged property. We will notify you if we intend to do this. b) The Claims Managers, as specified in the Declarations, must be notified as soon as is reasonably possible if during the period of the policy: i) you suffer any loss or damage that could be covered by this Policy or a senior executive officer becomes aware that a claim has been made against you, whether verbal or made in writing; or ii) a senior executive officer discovers reasonable cause for suspicion of fraud or dishonesty whether chis could give rise co a claim under chis Policy or not and we shall not be liable under chis Policy for any claim or loss sustained in consequence of any fraudulent or dishonest ace or omission committed after the dace of such discovery. We have nominated Claims Managers co accept notice on our behalf. Due to the nature of the coverage offered by this Policy, any unreasonable delay by you in notifying the Claims Managers of (i), or (ii) above could lead co the size of the claim, loss or damage increasing or co our rights being restricted. We shall not be liable for chat portion of any claim, loss or damage chat is due co any unreasonable delay in you notifying the Claims Managers of any claim, loss or damage in accordance with chis clause. c) We will expect you co provide us with full and accurate information about any matter chat you notify co us under your obligations sec ouc above. Once notice has been made you muse give the Claims Managers all the assistance and information chat is reasonably required. You muse follow their advice and do anything chat they reasonably require you co do co avoid, minimize, settle or defend any claim, loss or damage. If you chink a crime has been committed you muse report it to the appropriate law enforcement authorities. You muse also permit the Claims Managers and any third party chat is appointed by the Claims Managers co notify the appropriate law enforcement authorities of any claim, loss or damage where chis action is deemed necessary and you muse comply with the advice given by chose authorities. If any of your computer systems are lose or stolen while they are temporarily removed from your premises, we will not make any payment unless you report the loss co the police within 48 hours after you become aware of it. 2. What you must do in the event of a circumstance which may give rise to a claim Should a senior executive officer become aware of: a) a situation chat could give rise co a claim; or b) an allegation or complaint made or intimated against you; then you have the option of whether co report chis circumstance to us or not. However, if you choose not to report chis circumstance we shall not be liable for chat portion of any claim chat is greater than it would have been had you reported chis circumstance. If you choose co report chis circumstance, you must do so within the period of the policy, or the period of any applicable Extended Reporting Period, for it to be considered under chis Policy and we will require you to provide full details of the circumstance, including but not limited co: a) the time, place and nature of the circumstance; and b) the manner in which you first became aware of this circumstance; and c) the reasons why you believe that this circumstance is likely to result in a claim; and d) the identity of the potential claimant; and e) an indication as to the size of the claim that could result from this circumstance. Based on these details we will decide whether to accept this circumstance as one which could reasonably be expected to give rise to a claim. If we accept this circumstance, we will regard any subsequent claim that may arise as notified under this Policy. 3. Cease and desist notices The receipt by you of any cease and desist notice does not constitute a claim or loss under this Policy or, for the purpose of CONDITION l, a circumstance that may give rise to a claim or loss. However, you muse provide us with a full list of such notices upon our request and provide this list within 30 days of any such request. -4. Continuous cover If you have neglected, through error or oversight only, to report a claim made against you during the period of a previous renewal of this Policy issued to you by us, then provided that you have maintained uninterrupted insurance of the same type with us since the expiry of that earlier Policy, then, notwithstanding the circumstances known at inception EXCLUSION, we will permit the matter to be reported under chis Policy and will indemnify you, provided that: a) the indemnity will be subject to the applicable aggregate limit of liability or limit of liability of the earlier Policy under which the matter should have been reported or the aggregate limit of liability or limit of liability of the current Policy, whichever is the lower; and b) we may reduce the indemnity entitlement by the monetary equivalent of any prejudice which has been suffered as a result of the delayed notification; and c) the indemnity will be subject to all of the terms, CONDITIONS, DEFINITIONS and EXCLUSIONS, ocher than the aggregate limit of liability or limit of liability contained in this current Policy. 5. Fraudulent claims If you notify us of any claim knowing chat claim co be false or fraudulent in any way, we shall have no responsibility co pay chat claim or any ocher claims under chis insurance and the Policy will be created as if it had not been effected. 6. Agreement to pay claims (duty to defend) We have the right and duty co cake control of and conduct in your name the investigation settlement or defense of any claim. We shall also pay on your behalf costs and expenses incurred with our prior written agreement (subject co the Limits of Liability shown in the Declarations) provided chat we shall not pay for the costs and expenses of any part of a claim that is not covered by this Policy. Our payment of costs and expenses shall not be prejudiced by your refusal to reveal the identity of a confidential, newsgathering source. We shall always endeavor co settle any claim through negotiation, CFC U11derwr1t111g L11ni1ed ,s Author,zcd and Regulated by the F111anc,al Conduct Autlwnty 13 CJ 1999-2015 CFC U11derwr1t111g Ltd, All R1gl1ts Reserved CFC TECH US V2 9 mediation or some other form of altemative dispute resolution and shall pay on your behalf the amount so agreed by us and the claimanL If we cannot settle by such means, we shall pay the amount which you are found liable to pay either in court or through arbitration proceedings, subject always to the Limit of Liability shown in the Declarations. If you refuse to consent to a settlement we recommend and the claimant will accept. you may continue the defense and investigation of that claim. However; the further costs and expenses incurred will be paid by you and us on a proportional basis, with 80% payable by us and 20% payable by you. 7. Innocent non-disclosure We will not seek to avoid the Policy or reject any claim on the grounds of non-disclosure or misrepresentation except where the non-disclosure or misrepresentation was reckless or fraudulent or your senior executive officers failed to conduct a full inquiry prior to providing the information that forms the basis of this insurance. In the event that we seek to avoid the Policy or reject any claim on this basis the burden of proving otherwise rests solely with you. 8. Your duty to advise us of changes If a senior executive officer becomes aware that any of the information that you have given us in the Application Form or elsewhere in connection with your application for this insurance has materially changed then you must advise us as soon as is practicable. In this event, we reserve the right to amend the terms, conditions or premium of the Policy. · 9. Risk management conditions If we attach any additional conditions to your Policy regarding any risk survey or risk management timetable or any other similar conditions then it is your responsibility to ensure that these conditions are complied with by the deadlines shown in the conditions. I 0. Our rights of recovery If any payment is made under this Policy in respect of a claim, loss or damage and there is available to us any of your rights of recovery against any third party then we maintain all such rights of recovery. We shall not exercise these rights against any senior executive officer or employee unless such payment is in respect of any wilful, malicious or dishonest acts or omissions. You must do nothing to impair any rights of recovery. At our request you will bring proceedings or transfer those rights to us and help us to enforce them. Any recoveries shall be applied as follows: a) first, to us up to the amount of our payment on your behalf including costs and expenses; and b) then to you as recovery of your Deductible or other amounts paid as compensation or costs and expenses. I I. Cancellation This Policy may be cancelled: a) by you at any time on request; or b) by us if we give you 30 days written notice; or c) by us if we give you 15 days written notice, should any amount in default not be paid within 15 days of the due date shown in the Debit Note that accompanies this Policy. If you give us notice of cancellation in accordance with a) above, the eamed Premium shall be pro rata co the number of days that the Policy is in effect. If we give you notice of cancellation in accordance with b) or c) above, the eamed Premium shall be pro rata to the number of days that the Policy is in effect. The Policy Administration Fee shall be deemed fully eamed at the Inception Date of the Policy. 12. Additional insureds We shall indemnify any third party as an additional Insured under this Policy, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of a claim arising solely out of a wrongful act committed by you or arising solely out of accidental bodily injury or damage caused by you, provided that: a) you contracted in writing to indemnify the third party for such a claim prior to it first being made against them; and b) had the claim been made against you, then you would be entitled to indemnity under this Policy. As a condition to our indemnification of any additional Insured: i) they shall prove to our satisfaction that the claim arose solely out of a wrongful act committed by you or arose solely out of accidental bodily injury or damage caused by you; and ii) they shall fully comply with CONDITION l(a) above as if they were you. Where a third party is indemnified as an additional Insured as a result of this CONDITION, it is understood and agreed that any claim made by that third party against you shall be treated by us as if they were a third party, not an additional Insured. 13. Prior subsidiaries In respect of INSURING CLAUSES I, 2 (SECTIONS A and B only) and 3, should an entity cease to be a subsidiary after the Inception Date of this Policy, cover in respect of such entity shall continue as if it was still a subsidiary, until the termination of this Policy, but only in respect of any claim or loss that arises out of any wrongful act committed by that entity prior co the date that it ceased to be a subsidiary. 14. Mergers and acquisitions During the period of the policy, if the company named as the Insured in the Declarations or any subsidiary: a) purchases assets or acquires liabilities from another entity in an amount greater than I 0% of the assets of the company named as the Insured in the Declarations as listed in its most recent financial statement; or b) acquires another entity whose annual revenues are more than I 0% of the annual revenues of the company named as the Insured in the Declarations for their last completed financial year; then you shall have no coverage under this Policy for any claim, loss or damage chat arises directly or indirectly out of che purchased or acquired entity unless the company named as the Insured in the Declarations gives us written notice prior to the purchase or acquisition, obtains our written agreement to extend coverage to these additional entities, assets or exposures, and agrees to pay any additional premium required by us. If during the period of the policy the company named as the Insured in the Declarations consolidates or merges with or is acquired by another entity, then all coverage u~der this Policy shall terminate at the date of the consolidation, merger or acquisition unless we have issued an endorsement extending coverage under this Policy, and the company named as che Insured in the Declarations has agreed to any additional premium and terms of coverage required by us. 15. Automatic extended reporting period In respect of INSURING CLAUSES I, 2 (SECTIONS A and B only). 3 and 5 (SECTION H). an Extended Reporting Period of 60 days following the Expiry Date as shown in the Declarations shall be automatically granted ac no additional premium. This Extended Reporting Period shall cover claims first made against you during the period of the policy and reported to us during this 60 day Extended Reporting Period but only in respect of any wrongful act committed prior to the Expiry Date shown in the Declarations, and subject to all other terms, conditions and exclusions of the policy. No claim shall be accepted by us in this 60 day Extended Reporting Period if you are entitled to indemnity under any other insurance, or would have been entitled to indemnity under such insurance buc for the exhaustion thereof. 16. Optional extended reporting period In respect of INSURING CLAUSES I, 2 (SECTIONS A and B only), 3 and 5 (SECTION H), if we or you decline to renew or cancel this Policy then you shall have the right, upon payment of the OC Underwrrlmg Lrmrled rs Aullwrrzed and Regulaled by rhe fmoncro/ Conducl Aulhorrly 14 :S / 999-20 I 5 CFC Uriderwrrtrng Lid, All Rrg/Jrs Reserved CFC TECH US V2 9 Optional Extended Reporting Period Premium shown in the Declarations in full and not proportionally or otherwise in part, co have issued an endorsement providing a 365 day Optional Extended Reporting Period which shall be effective from the cancellation or non-renewal dace. This Optional Extended Reporting Period shall cover claims first made against you and notified to us during this Optional Extended Reporting Period but only in respect of any claim arising out of any wrongful act committed prior to the date of cancellation or non-renewal, and subject co all other terms, conditions and exclusions of the policy. In order for you to invoke the Optional Extended Reporting Period option, the payment of the Optional Extended Reporting Period Premium shown in the Declarations for this Optional Extended Reporting Period must be paid to us within -i5 days of the date of the non-renewal or cancellation. At the commencement of chis Optional Extended Reporting Period the entire premium shall be deemed eamed and in the event that you terminate the Optional Extended Reporting Period for any reason prior to its natural expiration, we will not be liable co recum any premium paid. The right co the Extended Reporting Period or the Optional Extended Reporting Period shall not be available to you where: a) Cancellation or non-renewal by us is due co non-payment of premium, or b) Cancellation or non-renewal by us is due co your failure co pay any amounts in excess of che applicable Limit of Liability or within the amount of the applicable Deductible as is required by chis Policy in the payment of claims. Ac the renewal of chis Policy, our quotation of different premium, Deductible or Limit of Liability or changes in policy language shall not constitute non-renewal by us for the purposes of granting this Optional Extended Reporting Period. In no event shall the granting of the Extended Reporting Period or the Optional Extended Reporting Period increase the limit of liability or aggregate limit ofliability. 17. Choice of law, jurisdiction and service of suit In the event of a dispute between you and us regarding chis Policy, the same shall be governed by the laws of the Stace of the United Scates of America shown in the Choice of Law section of the Declarations. We agree, at your request, co submit to the jurisdiction of a Court of competent jurisdiction within the United States of America. Nothing in this CONDITION constitutes or should be understood to constitute a waiver of our rights co commence an action in any Court of competent jurisdiction in the United Scates of America, to remove an action co a United Scates District Court, or to seek a transfer of a case to another Court as permitted by the laws of the Un ited States of America or the laws of any Seate of the United Scates of America. le is further agreed that service of process in such suit may be made upon the law firm shown in the Declarations and chat in any suit instituted against us, we will abide by the final decision of such Court or of any Appellate Court in the event of an appeal. The law firm shown in the Declarations is authorized and directed to accept service of process on our behalf in any such suit and, at your request, to give a written undertaking co you chat they will enter a general appearance on our behalf in the event such a suit is instituted. Additionally, in accordance with the statute of any state, territory or district of the United Scates which makes such a provision, we hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for chat purpose in che statute, or his successor or successors in office, as our true and lawful actomey upon whom may be served any lawful process in any action, suit or proceeding instituted by you arising out of this Policy. The law firm shown in the Declarations is hereby designated as the firm to whom the above mentioned officer is authorized co mail such process or a copy thereof. OC U11de,wm111g Lunrtcd rs Au!l10med and Regulated by the F111anoaf Condua Authority 15 c I 999-20 I 5 CFC U11dcrwr,t111g Ltd, Alf Rights Reserved CFC TECH US V2 9 I INSURANCE FOR TECHNOLOGY COMPANIES .Underwriting CFC Underwriting Limited 85 Gracechurch Street London EC3V 0AA United Kingdom T: +-4-4 (0) 207 220 8500 F: H-4 (0) 207 220 850 I E: enquiries@cfcunderwriting.com W: www.cfcunderwriting.com CFC U11derwrit111g L11nl!ed ,s Authorized and Regulated by the F111anoal Conduct Authority c;: 1999-2015 CFC U11derwm111g Ltd, All R,g/11s Reserved CFC TECH US V2 9 A~ CERTIFICATE OF LIABILITY INSURANCE I DA 1E (MYIDDIYYYY) May 4, 2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITlJTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the poUcy(lee) must have ADDITIONAL INSURED provlslomi or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pollclea may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lleu of such endorsement/a}. PROOUCER ~.r~ Stephen I. Blackfofd Stephen I. Blackford ~~-... -"~-004-886-4293 l f~ Nol· 004-800-0082 Blackford All Lines, LLC ~.a. Sb3veimBlackfordarouo.com 11481 Old St. Augustine Road, Suite201 INSlJRl'RISl AFFORDING COVERAGE NAJCO Jacksonville, Fl 32258 IHSURERA: TI1e Hartford Insurance Comnanv IHSURBJ INSURl!RB: International Business Information Technologies, Inc. INSURl!RC: dba LEFT A Systems ( lfflll~D: 10950-60 San Jose Blvd., #101, Jacksonville, FL 32223 IN!U~E: INS\JRERF: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWTHSTANDING ANY REQUIREMENT, TERM OR CONDfTION OF ANY CONTRACT OR OTHER DOCUMENT 'MTH RESPECT TO IMilCH THIS CERTIFIC/ffE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS, EXCLUSIONS AND CONDITTONS OF SUCH POLICIES. LIMITS SH0"'1N MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ogo -POilcYEFF POUCYeXP LTR TYPE OF INSURANCE ,,.~ lu•~ POLICY NUIEER LIMITS COMMERCIAL GENERAL UABIUTY EACH OCCURRENCE s -D ClAJMS-MADE D OCCUR ~J9,,'!'="'"u $ MED EXP 1/vw ooe D<nOnl $ - PERSONAL & IDJ INJURY $ ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ RPOLICYD~Br DLoc PRODUCTS -COMP/OP AOO $ OTHER. $ AUTOMOBILE LIABUTY ~~SINGLE LIMII $ ~ N-f'r'AUTO BODILY INJURY (Per perwon) $ -CMtlED ~ SCHEDULED -AUTOS ONLY -AUTOS BODILY INJURY (Per acdder1) . $ ·HIRED NON-QW,JED ~~ s ~ AUTOS ONLY -AUTOS ONLY $ UIIBREU.A UAB HOCCLm EAa-1 OCCURRENCE $ -EXCESSLIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ s WORKERS COYP£NSATION l lmiim: l l~H- AND EIIPI..OYl!RS' UABI..ITY YIN ANYPROPRIET~ARTNERIEXECUTTVE [fil E.L EACH ACaDENT S 1,000,000.00 OFFICER.MEMBER EXCLUDED? 46WBCAN,OS3 05/04/2017 05/04/2018 (Mandatory In NH) E.L DISEASE -EA EMPLOYEE $ 1 000 000.00 ~=~ ~OPERATIONS below E.L DISEASE· POLICY LIMIT s 1 000 000.00 ' De!ICRJP110N OP O!'eRATIONS I LOCATIONS I ~ICL.l!ll (ACORD 101, Additional Ranwrb Schedula, 11111y be -If more apaoe la requJrod) CERTIFICATE HOLDER ACORD 26 (2016/03j' CANCELLATION SHOULD ANY OF Tl-IE ABOVE DESCRIBED POLICIES BE CANCELLED-BEFORE Tl-IE EXPIRATION DATE 11-IEREOF, NOTICE Will. BE DELIVERED IN ACCORDANCE WITH Tl-IE POLICY P.~IONB.. 7 _____ ~ I Verllad by POFTller I @1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD