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CAG2021-319 - Insurance Certificate - Vermont Systems, Inc - RecTrac Recreation Management System - 3/23/24 (2)
DATE(MM/DDIYYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE �� 11/15/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Susan D.Masters,CIC Arthur J. Gallagher Risk Management Services, LLC a/c"N Ext: 513-977-3139 A/C No):513-977-4641 201 E 4th Street E-MAIL Suite 625 ADDRESS: susan_masters-oh@ajg.com Cincinnati OH 45202 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Continental Insurance Company 35289 INSURED CLUBLLC-01 INSURER B:Valley Fore Insurance Company 20508 Clubessential Holdings, LLC 4600 McAuley Place Ste 350 INSURER C:American Casualty Company of Reading, PA 20427 Cincinnati, OH 45242-4765 INSURER D:Columbia Casualty Company 31127 INSURER E: Continental Casualty Company 20443 INSURER F: COVERAGES CERTIFICATE NUMBER:979076775 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP /Y LIMITS LTR INSD WVD POLICY NUMBER MM/DDYYY IY MM/DDYYY B X COMMERCIAL GENERAL LIABILITY 6079684571 11/15/2024 11/15/2025 EACH OCCURRENCE $1,000,000 F—V� DAMAGE TO CLAIMS-MADE OCCUR PREMISES (E.occur ante) $100,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY jE LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: EBL $1,000,000 A AUTOMOBILE LIABILITY 6079684568 11/15/2024 11/15/2025 COMBINED SINGLE LIMIT $1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X Hired PhyDam Hired PhyDam $75,000 A X UMBRELLA LIAB X OCCUR 6079684604 11/15/2024 11/15/2025 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$In nnn $ C WORKERS COMPENSATION 6079684599 11/15/2024 11/15/2025 PER C AND EMPLOYERS'LIABILITY Y/N 6079684585 11/15/2024 11/15/2025 STATUTE I I ERH CA&AOS ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Prof/Cyber-CM 652510479 3/23/2024 3/23/2025 Ea Claim/Agg $10,000,000 E Crime-3rdParty 6052175238 11/15/2024 11/15/2025 Ea Claim $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Complete Named Insured:Clubessential Holdings, LLC f/k/a CE Holdco,LLC;CE Management Holdings, LLC;ClubReady, LLC;LEGP II Blocker(CR), Inc; iKizmet, Inc;ClubReady Canada Software, ULC;RecTrac, LLC d/b/a Vermont Systems; RecDesk, LLC(+5/16/24);Clubessential,LLC; BlueGolf,LLC; Advanced Scoreboards, LLC d/b/a taskTracker(+5/22/24);GolfCompete, Inc d/b/a foreUP; RW2 Marketing&Design, Inc d/b/a 1-2-1 Marketing; Exerp Buy Co; Exerp America Inc OH Employers Defense Liability(Stop Gap):Policy#6079684571; 11/15/2024-11/15/2025$1,000,000/$1,000,000/$1,000,000 CGL:CNA74872XX(01/15)CNA Paramount Technology General Liability Extension Endorsement provides: See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Kent, Washington ACCORDANCE WITH THE POLICY PROVISIONS. 220 Fourth Ave South Kent WA 98032 AUTHORIZED RZTL- @USA 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CLUBLLC-01 LOC#: A�o ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Arthur J.Gallagher Risk Management Services, LLC Clubessential Holdings, LLC 4600 McAuley Place Ste 350 POLICY NUMBER Cincinnati,OH 45242-4765 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE -Additional Insured by Contract,Agreement or Permit when required in a written contract with you; -Waiver of Subrogation when required in a written contract with you The client does not have any owned/titled vehicles at this time. BA: CNA83700XX(10/2015)Extended Coverage-BA Plus-For Hired and Non-Owned Autos which provides the following: -Additional Insureds Required by Written Contracts -Employee-Hired Autos -Waiver of Subrogation -Primary and Non-Contributory When Required By Contract BA:CA0444(10/13)Business Auto-Waiver of Transfer of Rights of Recovery Against Others to Us(Waiver of Subrogation).Blanket when required by contract with you. WC:WC000313(04/84)Blanket Waiver of Subrogation when required in a written contract with you where allowed by State law. WC:WC420304B(06/14)Texas Blanket Waiver of Subrogation when required in a written contract with you. WC:WC430305(07/00)Utah Blanket Waiver of Subrogation when required in a written contract with you. WC:G19160B(11/97)California Blanket Waiver of Subrogation when required in a written contract with you. Umbrella is follow form regarding underlying: CGL BA WC Prof/Cyber Retention: $200,000; Retro Active 3/23/11 Prof/Cyber:GSL2302XX(06/11)CNA EPS+Technology E&O,Cyber and Multimedia Liability Insurance Policy coverage form: -pg 3 Automatic Additional Insured status when required by written contract with you; Prof/Cyber:CNA71810XX(11/12)Automatic Waiver of Subrogation where required by written contract with you. Third Party Crime Deductible: $10,000 Effective 8/1/20 endorsements added to provide Additional Insured status regarding Cyber Liability coverage;30 Day Written Notice of Cancellation regarding Business Auto and General Liability coverage. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA Business Auto Policy Policy Endorsement ,�.:EXTENDED'.C. OVERAGE,- BA PLUS,,-,FOR HIRED AND,NON-OWNED' AUTOS It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. TABLE OF CONTENTS I. AMENDMENTS TO LIABILITY COVERAGE 9 A. Who Is An Insured 1. Majority Owned Corporations 30 3 o N 2. Newly Acquired Organizations az 30 3. Additional Insureds Required By Written Contracts n 4. Employee-Hired Autos B. Increased Loss of Earnings Allowance C. Fellow Employee Coverage III. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense J B. Broadened Electronic Equipment Coverage Ill. AMENDMENTS TO BUSINESS AUTO CONDITIONS 0 A. Knowledge of Accident or Loss B. Knowledge of Documents i C. Waiver of Subrogation a D. Unintentional Failure To Disclose Hazards E. Primary and Non-Contributory When Required By Contract IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury I. AMENDMENTS TO LIABILITY COVERAGE A. Amendments to Who Is An Insured Under SECTION II -- COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Who Is An Insured is amended to add the following: 1. Majority Owned Corporations Any incorporated entity in which you own a majority of the voting stock on the inception date of this Coverage Form is an insured, but only if such entity is not an insured under any other liability "policy" that provides auto coverage. 2. Newly Acquired Organizations Form No: CNA83700XX (10-2016) Policy No:BUA 6079684568 Pali Endorsement Effective Date: Endorsement Expiration Date: cy Effective Date: 1 1/15/2024 Endorsement No: IS; Page: 1 of 4 Policy Page: 65 of 88 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Business Auto Policy CNA Policy Endorsement Any organization you newly acquire or form during the policy period, other than a limited liability company, partnership or joint venture, and in which you maintain majority ownership interest is an insured, but only if such organization is not an insured under any other liability "policy" that provides auto coverage. The insurance afforded by this provision: a. Is effective on the date of acquisition or formation of the organization, and applies until: (1) The end of the policy period of this Coverage Form; or (2) The next anniversary of this Coverage Form's inception date, whichever is earlier; and b. Does not apply to bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization. 3. Additional Insureds Required By Written Contract Any person or organization that you are required by written contract to make an additional insured under this insurance is an insured, but only with respect to that person or organization's legal liability for acts or omissions of a person who qualifies as an insured for Liability Coverage under SECTION 11 - WHO IS AN INSURED of this Coverage Form. 4. Employee-Hired Autos Any employee of yours is an insured while operating with your permission an auto hired or rented under a contract in that employee's name, while performing duties related to the conduct of your business. With respect to provisions A.1. and A.2. above, "policy" includes those policies that were in force on the inception date of this Coverage Form, but: 1. Which are no longer in force; or ii. Whose limits have been exhausted. B. Increased Loss of Earnings Allowance Under SECTION II -- COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Coverage Extensions is amended under Supplementary Payment subparagraph (4) to delete the $250. a day limit for loss of earnings and replace it with a $500. a day limit. C. Fellow Employee Coverage Under SECTION 11 — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee. II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense Under SECTION III — PHYSICAL DAMAGE COVERAGE, the paragraph entitled Coverage Extensions is amended under Loss of Use Expenses to delete the maximum of $600., and replace it with a maximum of $800. B. Broadened Electronic Equipment Coverage Under SECTION III — PHYSICAL DAMAGE COVERAGE, the paragraph entitled Exclusions is amended to delete paragraphs 5.a through 5.d. in their entirety, and replace them with the following: 5. Exclusions 4.c. and 4.d. above do not apply to loss to any electronic equipment that at the time of loss is: Form No:CNA83700XX(10-2015) Policy No:BUA 6079684568 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 11/15/2024 Endorsement No: 15; Page: 2 of 4 Policy Page: 66 of 88 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 °Copyright CNA All Rights Reserved. CNA Business Auto Policy Policy Endorsement a. Permanently installed in or upon a covered auto, nor to such equipment's antennas or other accessories used with such equipment. A $100 deductible applies to this provision, and supersedes any otherwise applicable deductible; or a b. Designed to be operated solely by use of the power from the auto's electrical system and is: III Removable from a housing unit which is permanently installed in or upon the covered auto; (2) An integral part of the same unit housing any electronic equipment described in paragraphs a. or b.(1) above; or (3) Necessary for the normal operation of the covered auto or the monitoring of the covered a auto's operating system. Ill. AMENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph a.(4): ' (4) If your employees know of an accident or loss, this will not mean that you have such knowledge p until such accident or loss is known to a natural person Named Insured, to a partner, executive h officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. B. Knowledge of Documents Z Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph b.(6): (6) If your employees know of documents concerning a claim or suit, this will not mean that you have o such knowledge until such documents are known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. a C. Waiver of Subrogation Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. D. Unintentional Failure To Disclose Hazards Under BUSINESS AUTO CONDITIONS, the General Condition entitled Concealment, Misrepresentation or Fraud is amended to add the following: Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not prejudice you with respect to the coverage provided by this insurance, provided such failure or omission is not intentional. E. Primary and Non-Contributory When Required By Contract Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add the following: Form No: CNA83700XX(10-2015) Policy No:HUA 6079684568 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 11/15/2024 Endorsement No: 15; Page: 3 of 4 Policy Page: 67 of 88 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 ®Copyright CNA All Rights Reserved. CNA Business Auto Policy Policy Endorsement Notwithstanding provisions 5.a. through 5.d. above, the coverage provided by this Coverage Form shall be on a primary and non-contributory basis when required to be so by a written contract entered into prior to accident or loss. IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, mental anguish or mental injury sustained by that person which results as a consequence of the physical injury, sickness or disease. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNAB3700XX 110-2015) Policy No:BUA 6079684568 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 1 1/15/2024 Endorsement No: 15; Page: 4 of 4 Policy Page: 68 of 88 Underwriting Company:The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. CNA Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVER OF.OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Schedule z Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. n P All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers,; takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. N n V O O O N kD cc Q7 M C7 H 0 Yj r +o 0 Ln N 4 W O m Cr r-I c c c c Form No:WC 00 03 13 (04-1984) Policy No:WC 6 79684599 Policy Endorsement Effective Date: Endorsement Expiration Date: Effective Date: 1 Ill 512024 Endorsement No: 13; Page: 1 of 1 Policy Page: 295 of 478 Underwriting Company:American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Copyright 1983 National Council on Compensation Insurance. C � Workers Compensation And EmployerMs Liability Insurance Policy Endorsement WAIVERTEXAS OF OUR •OENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule z 1 . ❑ Specific Waiver Name of person or organization RI Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: Refer to Schedule of Operations N All other terms and conditions of the policy remain unchanged. 0 0 0 This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, ID takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy H unless another expiration date is shown below. o N H O N M O LLt O 0 m N O H H O O O Form No:WC 42 03 04 B (06-2014) Policy No:WC 6 79684599 c3 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 11/15/2024 Endorsement No:85; Page: 1 of 1 Policy Page: 449 of 478 Underwriting Company; American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 o Copyright 2014 National Council on Compensation Insurance, Inc. All-Rights Reserved. CNA Workers Compensation And Employers Liability Insurance Policy Endorsement UTAH WAIVER,OF SUBROGATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. {This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Our waiver of rights does not release your employees' rights against third parties and does not release our authority as trustee of claims against third parties. Schedule w z Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. 0 All other terms and conditions of the policy remain unchanged. m 0 This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers,; takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. 00 N a O d d N D 00 M A H M d r7 N n 0 W1 N M O W Q N M N a rl C C C Form No:WC 43 03 05 (07-2000) Policy No:WC 6 79684599 Policy Endorsement Effective Date: Endorsement Expiration Date: Effective Date: 11/15/2024 Endorsement No: 87; Page: 1 of 1 Policy Page: 453 of 478 Underwriting Company:American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 ®Copyright 2000 National Council on Compensation Insurance, Inc. NEI, CNA Business Auto Policy Policy Endorsement WAIVER'OF'TRANSFER'bF • RECOVERY . • • 01 SUBROGATION) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM V With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless 31 9 G modified by the endorsement. n ¢ z This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. n Named Insured: CLUBESSENTIAL HOLDINGS ' LLC Endorsement Effective Date: 1 1/15/2024 SCHEDULE Name(s) Of Person(s) Or Organization(s): n 3 ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT y OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR r TO LOSS. V Information required to complete this Schedule, if not shown above, will be shown in the Declarations. F i The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Form No: CA 04 44 10 13 Policy No: 6079684568 Policy Endorsement Effective Date: Endorsement Expiration Date: Effective Date:11/15/2024 Policy Endorsement No: 1; Page: 1 of 1 Page: 37 of 88 Underwriting Company:The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 c Copyright Insurance Services Office, Inc.,2011 NCA Workers Compensation And. Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR • RECOVER FROMOTHERS D N This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for o California exposure. The amount is 2%. w All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, m takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. 0 a 0 C. w Ln co rn p H N ID M O 0 r ko 0 0 w 0 m N O O O N b O O Form No:G-19160-B (11-1997) Policy No:6079684585 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:11/16/2024 Endorsement No: 2; Page: 1 of 1 Policy Page:45 of 66 Underwriting Company:The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 ®Copyright CNA All Rights Reserved. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. if any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured-Primary And Non-Contributory To Additional Insured's Insurance 3. Bodily Injury—Expanded Definitlon 4. Broad Knowledge of Occurrence/Notice of Occurrence S. Broad Named Insured 6. Estates,Legal Representatives and Spouses 7. Expected Or Intended Injury—Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Llability Companies 11. Legal Liability—Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 0 " 14. Non-owned Watercraft 15. Personal And Advertising Injury—Discrimination or Humiliation 0 16. Personal And Advertising Injury-Limited Contractual Liability t2 17. Property Damage-Elevators 18. Supplementary Payments 19. Property Damage—Patterns,Molds and Dies m 0 20. Unintentional Failure To Disclose Hazards N g 21. Waiver of Subrogatlon—Blanket 0 CNA74872XX(1-15) Policy No: 6079684571. Page 1 of 14 Endorsement No: 6 Nat 'l Fire Ins Co of Hartford Effective Date: 11/15/2024 Insured Name: I Valley Forge Insurance Company Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permisslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A.through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A.through K.below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury,property damage or personal and advertising injury arising out of; 1. such person or organization's financial control of a Named Insured;or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily Injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising Injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74872XX(1-15) Policy No: 6079684571 Paqe 2 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date11/15/2024 Insured Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA All Rights Reserved, Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising Injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily Injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision-or Political Subdivisions—Permlits 0 A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily Injury,property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: 9 a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults,street banners,or decorations and similar exposures; or m 0 b. the construction, erection, or removal of elevators; or N c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: O a, Bodily injury,property damage or personal and advertising injury arising out of operations perflormed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74872XX(1-15) Policy No: 6079684571 Paoe 3 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date:11/15/2024 insureC Name: CLUBESSENTIAL HOLDINGS LLC copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permisslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising Injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to; a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d.or f.above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J.does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA74872XX(1-15) Pollcy No: 6079684571 Paoe 4 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date:11/15/2024 Insured Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA All Rlghts Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 3. This Paragraph J.also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization/Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily Injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: i. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily Injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE 0 g A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. s B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: 0 Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS,the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical ^^� injury,sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS,the condition entitled Duties in The Event of Occurrence,Offense,Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA74872XX(1-15) Pollcy No: 6079684571 Pale 5 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Datai 1/15/2024 Insurecl Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted material or Insurance Services Office,Inc.,with Its permisslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner,executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part, However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3.in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part;or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise,which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases: nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases, S. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. CNA74872XX(1-15) Policy No: G079684571 Paqe 6 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date: 11/15/2024 Insures!Name: CLUBESSENTTAL HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services office,Inc.,MIN its perrnisslon. CN►A CNA PARAMOUNT Technology General Liability Extension Endorsement 6. ESTATES,LEGAL REPRESENTATIVES,AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such personls capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses'acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A -- Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended.lnjury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily Injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured, 0 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE o , Solely with respect to bodily injury that arises out of a health care Incident: A. Under COVERAGES, Coverage A—Bodily Injury And(Property Damage Liability,the Insuring Agreement is amended to replace Paragraphs 1.b.(1)and 1.b.(2)with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to 0 the Named Insured's primary business purpose, and only if: 0 (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; 8 and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i —44#hn fnllmannn 4n#I4n Cmpl t ro 1 WkslPhr nvnh loinn- = 1• UUU LI IW IVIIV\Ill IN LV LI to L-1Llr/1wye-vLQYLLIL' W^-WY ILJI I. This exclusion applies only if the bodily Injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). li. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: CNA74872XX(1-15) Policy No: 6079684571 Page 7 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Datei 1/15/2024 Inslurea Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA All Rights Reserved, Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Madicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: 1. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Goad Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; o. Paramedic; 1. Udrlll:ilI g. Physical therapist; h. Psychologist; 1. Speech therapist; J. Other allied health professional;or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. CNA74872XX(1-15) Policy No: 6079684571 Page 8 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date:11/15/2024 insures Name: CLUEESSENTIAL HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted materlal of Insurance Services Ofllco,Inc.,with Its permisston. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance,situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business;and (2) bodily Injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a heaRh care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. a b. delete Subparagraphs(a), (b),(c)and(d)of Paragraph 2.a.(1)of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: M Other Insurance 0 0 b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer g instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES 1 PARTNERSHIP/LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: • the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor • the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control: except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX(1-15) Policy No: 6079684571 Page 9 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date: 11/15/2024 Insured Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insured is an Insured with respect to its interest in such joint venture, partnership or.limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising Injury arising out of such offense,first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY—DAMAGE TO PREMISES A. Under COVERAGES, Coverage A -- Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6.(the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is$500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(aXi1Q, and replace it with the following: (i) That is property insurance for premises rented to a Named Insured,for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. CNA74872XX(1-15) Policy No: 6079684571 Page 10 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date71/15/2024 InsureQ Name: CLUBESSENTIAL HOLDINGS LLC Copyright MAN]Rights Reserved. Includes copyrighted materfaf of Insurance Services Office,Inc.,with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C—Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircrafi is rented with a trained, paid crew to the Named Insured; and 0 0 3. the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A -- Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. gThis exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long;and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS,the definition of personal and advertising Injury is amended to add the following tort: nisrrimination or humiliation that results in iniury to the feelings or reoutation of a natural Derson. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: CNA74872XX(1-15) Policy No: 6079684571 Pace 11 of 14 ' Endorsement No: 6 Valley Forge Insurance Company Effective Datet 1/15/2024 Insured Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA AEI Rights Reserved, Includes copyrighted material of Insurance Services Office,Inc.,with Its permisslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the Knowledge that the act would violate the rights of another and would inflict personal and advertising injury.This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1.ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or aavar118rng Injury tusr oacurreu subsequent to the execution oT such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) .such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. CNA74872XX(1-15) Pollcy No: 6079684571 Page 12 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date:11/15/2024 Insured Name: CLUBESSENTIAL HOLDINGS LLC copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office,Inc.,with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal. or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS--COVERAGES A AND B: 1. Paragraph 2.d.is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured'and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b)is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in. the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2)of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising Injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B—Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 0 17. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs(3), (4)and(6)of 0 the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the g Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other W basis that is Property insurance covering property of others damaged from the use of elevators. 4 16. SUPPLEMENTARY PAYMENTS s 0 The section entitled SUPPLEMENTARY PAYMENTS--COVERAGES A AND B is amended as follows: A. Paragraph 1.b.is amended to delete the$250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and .i B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE-PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs(3)and (4)of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of$25,000 per policy period applies to this PROPERTY DAMAGE-PATTERNS MOLDS AND DIES coverage, and this limit: CNA74872XX(1-15) Policy No: 6079GB4571 Paae 13 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date: 11/15/2024 Insured Name: CLUBESSENTIAL HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its perMsslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance;the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part,the insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION-BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However,this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising Injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX(1-15) Policy No: 6079684571. Pace 14 of 14 Endorsement No: 6 Valley Forge Insurance Company Effective Date: 11/15/2024 Insured Name: CLUBESSENTIAL HOLDINGS LLC Copyrlght CNA All Rights Reserved. Includes copyrighted material of Insurance Services Off Ice,Inc.,with Its permisslon. CNA E PS+ tech + pro + media + security + privacy THIS IS A CLAIMS MADE POLICY AND, SUBJECT TO ITS PROVISIONS, APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD AND REPORTED IN ACCORDANCE WITH SECTION VI. CONDITIONS, PARAGRAPH B. CLAIM EXPENSES ARE WITHIN THE LIMIT OF LIABILITY. PLEASE REVIEW THE POLICY CAREFULLY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. In consideration of the payment of the premium and in reliance upon all statements made in the Application furnished to the Insurer designated in the Declarations, a stock insurance corporation (the "Insurer"), the Insurer and the Insureds agree as follows: I. INSURING AGREEMENTS A. ENTERPRISE LIABILITY COVERAGES If the Insuring Agreement has been purchased, as indicated in the Declarations, the Insurer will pay on behalf of the Insured all sums, in excess of the retention and up to the applicable limit of liability, that the Insured shall become legally obligated to pay: 1. Technology and Professional Liability as Damages and Claim Expenses resulting from any Claim first made against the Insured during the Policy Period, or any Extended Reporting Period, if applicable, alleging Wrongful Acts by the Insured, or by someone for whose Wrongful Acts the Insured is legally liable; 2. Media Liability as Damages and Claim Expenses resulting from liability imposed by law or Assumed Under Contract resulting from any Claim first made against the Insured during the Policy Period, or any Extended Reporting Period, if applicable, alleging Wrongful Acts by the Insured, or by someone for whose Wrongful Acts the Insured is legally liable; 3. Network Security Liability as Damages and Claim Expenses resulting from any Claim first made against the Insured during the Policy Period, or any Extended Reporting Period, if applicable, alleging Wrongful Acts by the Insured or by someone (including a Rogue Employee or Third Party Custodian)for whose Wrongful Acts the Insured is legally liable; 4. Privacy Injury Liability as Damages and Claim Expenses resulting from any Claim first made against the Insured during the Policy Period, or any Extended Reporting Period, if applicable, alleging Wrongful Acts by the Insured or by someone (including a Rogue Employee or Third Party Custodian)for whose Wrongful Acts the Insured is legally liable; 5. Privacy Regulation Proceeding as Damages (including Privacy Regulation Fines) and Claim Expenses resulting from any Privacy Regulation Proceeding first made against the Insured during the Policy Period, or any Extended Reporting Period, if applicable, alleging Wrongful Acts by the Insured or by someone (including a Rogue Employee or Third Party Custodian)for whose Wrongful Acts the Insured is legally liable. GSL2302XX (Ed 6/11) Page 1 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy B. REIMBURSEMENT COVERAGES If the Insuring Agreement has been purchased, as indicated in the Declarations, the Insurer will reimburse the Insured Entity: 1. Privacy Event Expense Reimbursement for Privacy Event Expenses, up to the Privacy Event Expenses limit of liability and in excess of the Privacy Event Expenses retention; 2. Extortion Demand Reimbursement for Extortion Payments up to the Extortion Payment limit of liability and in excess of the Extortion Payment retention; 3. Privacy Regulation Investigation for Privacy Regulation Investigation Expense up to the Privacy Regulation Investigation Expense limit of liability and in excess of the Privacy Regulation Investigation Expense retention. C. FIRST PARTY BUSINESS INTERRUPTION COVERAGE AND EXTRA EXPENSE If the Insuring Agreement has been purchased, as indicated in the Declarations, the Insurer will pay the Insured Entity all First Party Loss in excess of any applicable retention and up to the applicable limit of insurance that the Insured Entity incurs due to an Exploit that causes Network Impairment during the Policy Period. D. HOW COVERAGE APPLIES 1. The coverages provided under paragraph A. above apply only if: a. prior to the inception date of this Policy or the first such policy issued and continuously renewed by the Insurer, of which this Policy is a renewal, whichever is earlier; 1. no Executive Officer knew or should have known that any such Wrongful Act, or Related Wrongful Acts, might result in such Claim; 2. such Wrongful Act has not been the subject of any notice given under any prior policy; b. such Wrongful Act occurred on or after the applicable Retroactive Date as set forth in the Declarations and prior to the end of the Policy Period; and, c. the Claim is reported to the Insurer in accordance with Section VI. CONDITIONS, paragraph B. NOTICE OF CLAIM OR CIRCUMSTANCE/PRE-CLAIMS ASSISTANCE/DATE OF CLAIM. 2. The coverages provided under paragraph B. above apply only if: a. the Privacy Event is first discovered, the Extortion Demand is first made or Privacy Regulation Investigation is first initiated during the Policy Period; and, b. the Privacy Event Expenses, Extortion Payments or Privacy Regulation Investigation Expenses are incurred within twelve months after the date that the Insured reports the Privacy Event, Privacy GSL2302XX (Ed 6/11) Page 2 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy Regulation Investigation or Extortion Demand in accordance with Section VI. CONDITIONS, paragraph B. NOTICE OF CLAIM OR CIRCUMSTANCE/PRE-CLAIMS ASSISTANCE/DATE OF CLAIM, and such amounts are consented to in writing by the Insurer, such consent not to be unreasonably withheld. E. VICARIOUS LIABILITY 1. Third Party Vicarious Liability Coverage Any entity or natural person the Insured Entity is required by written contract to include as an insured for liability of such entity or natural person for an Insured's Wrongful Acts shall be insured under this Policy but solely to the extent that a Claim is made against such entity or natural person for a Wrongful Act of an Insured, and only so long as the written contract is entered into before such Claim occurs, provided: a. there shall be no coverage afforded to such entity or natural person for its Wrongful Acts; and, b. nothing herein shall serve to confer any rights or duties to such person or entity under this Policy, other than as provided in this paragraph. 2. Assumed Liability of Insured The Insured Entity is insured for liability it assumes in a written contract or agreement under which it assumes the tort liability (liability that would be imposed by law in the absence of any contract or agreement) of another party incurred by such third party as a result of an Insured's Wrongful Act provided the Wrongful Act gives rise to a Claim and occurs subsequent to the execution of such contract or agreement. Solely for the purposes of liability assumed by the Insured Entity in such contract or agreement reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be Damages provided: a. liability to such party for, or for the cost of, that party's defense has also been assumed in such contract or agreement; and, b. such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which Damages to which this insurance applies are alleged. Any coverage afforded by this paragraph is subject always to all of the Policy's terms, conditions and exclusions. II. DEFINITIONS The following defined words shall have the same meaning throughout this Policy, whether expressed in the singular or the plural. Application means all signed applications, any attachments to such applications, other materials submitted therewith or incorporated therein, and any other documents submitted in connection with the underwriting of this Policy by the Insurer, or any other policy underwritten by the Insurer or its affiliates of which this Policy is a direct or indirect renewal or replacement. Assumed Under Contract means liability of others, for Matter furnished by the Insured, that the Insured agrees to assume under a hold harmless or indemnity agreement but only to the extent such liability arises out of any Wrongful Act. GSL2302XX (Ed 6/11) Page 3 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy Claim means: A. a written demand (other than an Extortion Demand)for monetary damages or non-monetary relief, including a demand for injunctive or declaratory relief; B. a civil proceeding in a court of law or equity or any alternative dispute resolution proceeding; C. a Privacy Regulation Proceeding, against an Insured, alleging a Wrongful Act including any appeal therefrom. Claim also means a written request received by the Insured to toll or waive a statute of limitations in connection with a Claim as defined by paragraphs B. and C. above. However, a Claim does not include any criminal proceeding or criminal or civil investigation. Nor does a Claim include any regulatory proceeding except if the regulatory proceeding is a Privacy Regulation Proceeding. Claim Expenses mean: A. fees charged by attorneys designated by the Insurer or by the Insured with the written consent of the Insurer; B. all other reasonable and necessary fees, costs and expenses resulting from the investigation, adjustment, defense and appeal of a Claim if incurred by the Insurer including, but not limited to, premiums for any appeal bond, attachment bond or similar bond but without any obligation of the Insurer to apply for or furnish any such bond. In the event the Insured is entitled by law to select independent counsel to defend the Insured at the Insurer's expense, Claim Expenses also include fees the Insurer must pay to such counsel provided that such fees are limited to fees charged in accordance with the rates the Insurer actually pays to counsel the Insurer retains in the ordinary course of business in the defense of similar Claims in the community where the Claim is being defended; However, Claim Expenses do not include fees and expenses of independent adjusters or salaries of the Insurer's officials or employees. Commerce Operations means the Insured Entity's income producing activities. Consumer Redress Amounts means a sum of money which the Insured is legally obligated to deposit in a fund as equitable relief for the payment of consumer claims due to an adverse judgment or settlement of a Privacy Regulation Proceeding. Consumer Redress Amounts do not include any sums paid which constitute taxes, fines, penalties, injunctions or sanctions. Damages mean: A. settlements,judgments (including any award of pre-judgment and post-judgment interest on a covered judgment), or other amounts for which the Insured is legally obligated to pay on account of a covered Claim; B. punitive and exemplary damages and the multiplied portion of multiplied awards (subject to this Policy's other terms, conditions and limitations). Enforceability of this paragraph shall be governed by such applicable law that most favors coverage for such punitive, exemplary and multiplied amounts; C. Consumer Redress Amounts with respect to Insuring Agreement A.S. Privacy Regulation Proceeding only. However, Damages do not include: GSL2302XX (Ed 6/11) Page 4 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy 1. civil or criminal fines, penalties, taxes, sanctions or forfeitures, imposed on an Insured, except that this does not apply to Privacy Regulation Fines and Consumer Redress Amounts; 2. fees, costs and expenses paid or incurred or charged by any Insured, no matter whether claimed as restitution of specific funds, financial loss, mitigation expenses, set-off amounts or payments in the form of service credits or coupons or other non-cash consideration; 3. liquidated damages pursuant to a written contract or agreement in excess of the Insured's liability caused by the Wrongful Act; 4. the Insured's production costs, or the Insured's cost of reprinting, recalling, recovering, shipping, mailing, correcting, reprocessing, restoring, repairing, replacing, or reproducing erroneous, damaged or lost tangible property or Matter; 5. any amount attributable to the cost of any non-monetary relief, including without limitation any costs associated with compliance with any injunctive relief of any kind or nature; 6. funds, monies, or securities that an Insured transferred or failed to transfer; 7. any loss of investment income; 8. any amounts assessed as royalty fees or payments; 9. any amount for which an Insured is absolved from payment by reason of any covenant, agreement or court order; 10. plaintiff's attorney fees or expenses associated with items 1. through 9. above. Domestic Partner means any spouse and any person qualifying as a domestic partner under any federal, state, foreign or other law (including common law), statute or regulation or under the Insured Entity's employee benefit plans. Denial of Service Attack means an attack executed over one or more Networks or the internet, which attack is designed and intended to disrupt the operation of one or more Networks and render the Networks inaccessible to authorized users. Electronic Infection means the transmission of a computer virus. ERISA or any Similar Act means the Employee Retirement Income Security Act of 1974, as amended, or any similar common or statutory law of the United States, Canada or their states, territories or provinces or any other jurisdiction anywhere in the world. Executive Officer means: A. any duly elected or appointed Chief Executive Officer, Chief Financial Officer, Chief Information Officer, Chief Privacy Officer, Chief Security Officer, Chief Risk Officer, Chief Legal Officer, Risk Manager, General Counsel, in- house attorney designated to be in charge of litigation, or the functional equivalent of any of the foregoing, of the Named Insured; B. an official in an Insured Entity organized and operated in a Foreign Jurisdiction who is holding a position that is equivalent to an executive position listed in A. above. GSL2302XX (Ed 6/11) Page 5 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy Exploit means Unauthorized Access, Electronic Infection or a Denial of Service Attack by a third party. Extortion Demand means an incident or series of related incidents occurring during the Policy Period where an Insured Entity receives a threat to launch an attack on, to suspend, or to otherwise disrupt a Network, disrupt or deface the Insured Entity's website or release or use Protected Information in the Insured Entity's care, unless monies are paid or specified action is taken, and an Executive Officer believes there is an imminent and probable danger of such action. An Extortion Demand does not include any demand seeking monies from the Insured Entity that are allegedly due and owing pursuant to contract or operation of law. Extortion Payment means all reasonable and necessary expenses incurred by the Insured Entity with the Insurer's prior consent, in order to respond to an Extortion Demand, including payment of monies demanded by an extortionist. Extortion Payments do not include such expenses to the extent the Insured Entity has recovered such expenses or been reimbursed for them from any other source. Extra Expense means any reasonable and necessary expenses, in excess of the Insured Entity's normal operating expenses, that the Insured Entity incurs during the Period of Restoration associated with restoring and resuming Commerce Operations, including: A. reasonable expense incurred to minimize the interruption of Commerce Operations not covered elsewhere in this Policy; and, B. reasonable expense incurred to resume Commerce Operations on a temporary basis, including those associated with securing temporary third party Internet Service Provider services, temporary website and/or e- mail hosting services, rental of temporary Networks, other temporary equipment or service contracts. First Party Loss means: A. the amount of net income, before interest, tax, depreciation or amortization, that the Insured Entity would have earned during the Period of Restoration but for the Network Impairment; and, B. Extra Expense. However, First Party Loss does not include: 1. ordinary operating expenses incurred by the Insured Entity during the Period of Restoration; 2. costs or expenses to update, upgrade, enhance, or replace the Insured's Network beyond that which existed prior to the occurrence of the Network Impairment; 3. costs or expenses the Insured Entity incurs to prove or document First Party Loss; 4. Privacy Event Expenses and Extortion Payments. Foreign Jurisdiction means any jurisdiction, other than the United States or any of its territories or possessions. Insured means the Insured Entity and: A. any natural person who was, is or becomes an employee (including leased and temporary employees), director, officer, trustee, manager, member or partner of the Insured Entity but solely with respect to a Wrongful Act committed within the scope of such individual's duties on behalf of the Insured Entity; GSL2302XX (Ed 6/11) Page 6 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy B. any natural person independent contractor of the Insured Entity but solely with respect to a Wrongful Act committed within the scope of such individual's duties on behalf of the Insured Entity; C. any natural person of an Insured Entity organized and operated in a Foreign Jurisdiction who is holding a position that is equivalent to an executive position listed in A. above. Insured Entity means the Named Insured and any Subsidiary including any such entity: A. as a joint venturer but only with respect to such Insured Entity's interest in such joint venture; B. as a debtor in possession under United States bankruptcy law or an equivalent status under the law of any other country. Internet Services means services to obtain, maintain or use the Internet, Intranet or extranet, including, but not limited to: A. services as an Internet access provider, application service provider, domain name registrar, domain name register, search engine, web browser; B. web hosting, e-commerce transaction services, electronic exchange and auction services, Internet media services, managed and network security services, public key infrastructure services and web portal services; C. development, design and maintenance of chat rooms, websites, e-mail services, bulletin boards. Management Control means owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of, or having the right, pursuant to written contract or the by-laws, charter, operating agreement or similar documents, to elect, appoint or designate a majority of the Board of Directors of a corporation; the management committee members of a joint venture; or the members of the management board of a limited liability company, the general partners of a limited partnership or the partnership managers of a general partnership or the Foreign Jurisdiction equivalent of any such entity. Matter means any content regardless of its nature or form. Named Insured means any entity named as such in the Declarations. Network means a network owned or operated by or on behalf of or for the benefit of the Insured Entity, provided, however, Network does not include the Internet, telephone company networks, electrical grids, or other public infrastructure network. Network Impairment means the disruption, modification, destruction or damage to the Insured's Network that results in the impairment of the Insured Entity's Network to such an extent that the Insured Entity is substantially unable to conduct Commerce Operations. Nonpublic Corporate Information means proprietary and confidential information including trade secrets, of a third- party entity. Period of Restoration means the period of time that: A. begins with the date and time that Commerce Operations have first been interrupted by a Network Impairment and after application of the Business Interruption Waiting Period Retention, as specified in the Declarations; and GSL2302XX (Ed 6/11) Page 7 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy B. ends with the earlier of: 1. the date and time Commerce Operations are restored to substantially the level of operation that existed prior to the Network Impairment; or, 2. the date and time Commerce Operations would have been restored to substantially the level of operation that existed prior to the Network Impairment if the Insured Entity exercised due diligence in remediating such Network Impairment. Personal Information means any information relating to an identified or identifiable natural person. Policy Period means the period from the effective date of this Policy to the Policy expiration date stated in the Declarations, or its earlier cancellation date. Pollutants means any substance exhibiting hazardous characteristics as is or may be defined or identified on any list of hazardous substances issued by the United States Environmental Protection Agency or any state, local or foreign counterpart. Pollutants also means, without limitation, any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste (including materials to be recycled, reconditioned or reclaimed), as well as any air emission, odor, waste water, oil or oil products, infectious or medical waste, asbestos, or asbestos products or any noise. Privacy Event means any act, error or omission which, in the reasonable opinion of an Executive Officer did cause or is reasonably likely to result in the unauthorized disclosure or the unauthorized use of Protected Information. Privacy Event Expenses means all reasonable and necessary fees, costs and expenses incurred by the Insured Entity and consented to by the Insurer: A. to directly effect compliance with a Security Breach Notice Law including notification to individuals or entities who are required to be notified; B. to provide voluntary notification to individuals or entities whose Protected Information may have been subject to a Privacy Event; C. to hire a computer forensics firm to investigate the existence and cause of a Privacy Event and to determine the extent such Protected Information has been or may have been disclosed; D. to hire an attorney or expert to determine the applicability of and the actions necessary to comply with Security Breach Notice Laws; E. to minimize harm to the Insured Entity's reputation from a Privacy Event, including but not limited to the costs to set up a call center or provide a credit monitoring service for those impacted by a Privacy Event. However, Privacy Event Expenses do not include the costs, fees and expenses necessary to remediate any deficiencies that gave rise to the Privacy Event. Privacy Injury means: A. unauthorized collection, disclosure, use, access, destruction or modification of Protected Information; B. failure to implement, maintain, or comply with policies and procedures stating the Insured's obligations with regard to Protected Information. GSL2302XX (Ed 6/11) Page 8 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy Privacy Regulation Fines means civil fines, sanctions or penalties insurable under applicable law and imposed under any Privacy Regulation Proceeding for a violation of any Security Breach Notice Law or any law, statute or regulation governing Protected Information. Privacy Regulation Investigation means a civil, administrative or regulatory investigation or written request for information by a federal, state, local or foreign governmental authority in connection with any law governing Protected Information or any Security Breach Notice Law, and that is reasonably likely to give rise to a covered Claim. Privacy Regulation Investigation Expenses means all reasonable and necessary expenses incurred by the Insured Entity with the Insurer's prior consent, in order to respond to or effectuate compliance with a Privacy Regulation Investigation. Privacy Regulation Investigation Expenses shall not include Privacy Event Expenses. Privacy Regulation Proceeding means a civil, administrative or regulatory proceeding by a federal, state, local or foreign governmental authority, alleging a Wrongful Act as defined in paragraph E. of the definition of Wrongful Act. Professional Services means those services performed for others that are specified in the attached "Professional Services Endorsement". If no"Professional Service Endorsement" is attached to this Policy, no Professional Services are covered under this Policy. Property Damage means: A. physical injury to tangible property including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; B. loss of use of tangible property that is not physically damaged which is caused by an accident, including continuous or repeated exposure to substantially the same general harmful conditions. Tangible property does not include electronic data. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. Protected Information means Nonpublic Corporate Information or Personal Information. Related Claims mean all Claims based upon or arising out of a single Wrongful Act or any Related Wrongful Acts. Related Wrongful Act means all Wrongful Acts that are logically or causally connected by any common fact, circumstance, situation, transaction, event, advice or decision. Retroactive Date means the date set forth in the Declarations. Rogue Employee means a past, present or future employee of the Insured Entity who acts outside of his or her scope of employment. Security Breach Notice Law means any statute or regulation that requires an entity that maintains Protected Information to provide notice to specified individuals of any actual or potential unauthorized disclosure or potential disclosure of such Protected Information. Subsidiary means any entity in which the Named Insured has Management Control directly or indirectly through one or more other Subsidiaries: GSL2302XX (Ed 6/11) Page 9 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy A. on or before the effective date of this Policy; B. after the effective date of this Policy by reason of being created or acquired by the Insured Entity after such date, if and to the extent coverage with respect to the entity is afforded pursuant to Section VI. CONDITIONS, paragraph K. COVERAGE FOR NEW SUBSIDIARIES. Takeover means: A. the acquisition of Management Control of the Named Insured by another entity or person, or group of entities or persons acting in concert; B. the merger of the Named Insured into another entity such that the Named Insured is not the surviving entity; or C. the consolidation of the Named Insured with another entity. Technology Product means: A. hardware, firmware, software or source or object code; B. information technology equipment, electronic device, electronic component or computer peripheral; C. any wireless or wire line telecommunication equipment including, but not limited to, wireless, wireline, satellite or broadcast network equipment, that is created, designed, manufactured, sold, or distributed by or on behalf of the Insured Entity or licensed or leased by the Insured Entity to others. Technology Services means: A. information technology services including, but not limited to: 1. designing, developing, programming, writing, testing, installing, servicing, supporting, maintaining, repairing and updating software including any modification and reengineering and providing training, updates and support; 2. planning, designing, developing, engineering, installation and maintaining computer systems, computer networks and electronic systems; 3. managing and operating computer systems, computer networks and facilities, as well as facilities support services; 4. designing and publishing prepackaged and custom designed application and systems software; 5. data processing, management, warehousing and data hosting including data entry, conversion, destruction and analysis; B. Internet Services; C. Telecommunications Services; GSL2302XX (Ed 6/11) Page 10 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy D. outsourcing, education, training, project management or consulting of or related to A. through C. above or on Technology Products. Telecommunication Services means: A. the offering of the electronic or digital transmission of information, including local, regional and long distance wireline and wireless dial tone access and switched services, cable, DSL, ISDN and VOIP services; B. any value added services offered in conjunction with A. above including directory assistance, toll free services, voice mail, paging, call forwarding, call waiting, caller ID and emergency 911 services; C. analysis, design, integration and conversion of telecommunication systems or wireless or wire line telecommunication equipment including satellite or broadcast network equipment. Third Party Custodian means any third party to whom the Insured Entity entrusts Protected Information. Unauthorized Access means any accessing of the Insured Entity's Network or information residing on the Insured Entity's Network by unauthorized persons or by authorized persons accessing or using Insured Entity's Network or information thereupon in an unauthorized manner. Wrongful Act means: A. with respect to Insuring Agreement A.1. Technology and Professional Liability only, a Wrongful Act means any actual or alleged act, error or omission: 1. committed solely in the conduct of Professional Services or Technology Services for others; or 2. resulting in the failure of the Insured's Technology Products to perform the function or serve the purpose intended; B. with respect to Insuring Agreement A.2. Media Liability only, Wrongful Act means: 1. gathering, acquiring, obtaining, researching, developing, editing, preparing, producing, filming, videotaping and recording Matter; or 2. the dissemination or utterance of Matter, through any medium and by any means, including: a. publishing, printing, advertising, marketing, promoting, exhibiting; b. broadcasting, telecasting, webcasting, cablecasting; c. syndicating, selling, leasing, licensing, distributing, serializing or releasing; d. public appearances or performances; e. blogging, tweeting or other forms of online, digital or electronic dissemination, that results in: i. any form of defamation or other tort related to disparagement or harm to the character, reputation or feelings of any person or organization, including but not limited to libel, slander, product disparagement or trade libel; GSL2302XX (Ed 6/11) Page 11 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy ii. any form of invasion, infringement or interference with rights of privacy or publicity, including but not limited to false light, public disclosure of private facts, intrusion and commercial appropriation of name or likeness; iii. wrongful entry or eviction, trespass, eavesdropping or other invasion of the right of private occupancy; iv. false arrest, detention or imprisonment, abuse of process or malicious prosecution; v. infringement of title, slogan, logo, trademark, trade name, trade dress, service mark or service name; vi. infringement of copyright or any plagiarism, violation of moral rights (droit moral)or passing off, piracy, misappropriation of ideas under implied contract or other misappropriation of property rights, ideas or information; vii. infliction of emotional distress, outrage or outrageous conduct, or any prima facie tort; viii.negligence in connection with the content of Matter; ix. unfair competition or unfair trade practices alleged in conjunction with paragraphs i. through viii. above, including but not limited to dilution, confusion, deceptive trade practices or unfair trade practices, civil actions for consumer fraud, false, disruptive or misleading advertising or misrepresentation in advertising; or x. negligent supervision of an employee alleged in conjunction with paragraphs i. through viii. above; C. with respect to Insuring Agreement A.3. Network Security Liability only, Wrongful Act means any actual or alleged act, error or omission that results in a breach of security of the Network and gives rise to: 1. an unscheduled or unplanned inability of an authorized third party user to gain access to the Network to communicate with the Insured Entity or other computers or computer networks (other than any Internet service provider interruptions); 2. disruption or degradation of a network owned or operated by or on behalf of or for the benefit of a person or entity other than the Insured Entity (other than Internet, telephone company networks, electrical grids, or other public infrastructure network) including but not limited to the infection of a third party network with malware or viruses; or 3. the unauthorized use, disclosure, disruption, modification or destruction of or unauthorized access to any information (other than software) resident on the Network or the unauthorized use, modification or destruction of any software resident on the Network; D. with respect to Insuring Agreement A.4. Privacy Injury Liability only, Wrongful Act means any Privacy Injury; E. with respect to Insuring Agreement A.S. Privacy Regulation Proceeding only, Wrongful Act means any actual or alleged act, error or omission that results in a violation of any statute or regulation governing Protected Information or any violation of a Security Breach Notice Law. III. EXCLUSIONS This Policy does not apply to any Claim: GSL2302XX (Ed 6/11) Page 12 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy A. ASSUMED LIABILITY based upon or arising out of any assumption of the liability of others under any contract or agreement, except that this exclusion does not apply to liability arising under Section I. INSURING AGREEMENTS, Paragraph E. VICARIOUS LIABILITY or, with respect to Insuring Agreement A.2. Media Liability, liability Assumed Under Contract; B. BODILY INJURY/PROPERTY DAMAGE based upon or arising out of any actual or alleged bodily injury(including death), sickness, disease, emotional distress, mental anguish, of any person, or Property Damage, provided however that this exclusion does not apply to: 1. allegations of emotional distress or mental anguish brought under Insuring Agreement A.2. Media Liability; 2. the wrongful infliction of emotional distress or mental anguish arising out of Privacy Injury; C. CLAIMS BY INSUREDS by or on behalf of any Insured provided, however that this exclusion does not apply to: 1. any Claim that is in the form of a crossclaim, third-party claim or otherwise for contribution or indemnity which is part of and results directly from a Claim which is not otherwise excluded under this Policy; 2. any Claim brought or maintained by or on behalf of a bankruptcy or insolvency trustee, examiner, liquidator, receiver or rehabilitator for an Insured Entity or any assignee of such trustee, examiner, liquidator, receiver or rehabilitator; 3. any Claim by an Insured (other than an Insured Entity)that alleges Privacy Injury; D. DELIBERATE ACTS/COMMINGLING OR MISAPPROPRIATION OF FUNDS based upon or arising out of any dishonest, fraudulent, criminal or malicious act or omission, commingling, misappropriation or misuse of funds, intentional wrongdoing or knowing violation of any contract or agreement by or on behalf of an Insured. The Insurer shall pay Claim Expenses of such Claims unless or until a final judgment, ruling or other finding of fact in any proceeding establishes that such act, omission, commingling, misappropriation, misuse or violation was committed. If such act, or such commingling, misappropriation, misuse or violation is so determined to have been committed, the Insured will reimburse the Insurer for all Claim Expenses paid. The Insurer will not defend any criminal act which was the subject of a criminal prosecution in which the Insured was found guilty or pleaded guilty, nolo contendere or no contest. Criminal proceedings are not covered under this Policy regardless of the allegations made against any Insured. Provided, however, that solely with respect to Insuring Agreement A.2. Media Liability, this exclusion does not apply to any such act if an attorney for the Insured Entity approves of such act in advance based upon a good faith belief that such act is protected by the First Amendment to the United States Constitution or any similar law of another jurisdiction; For purposes of determining the applicability of this exclusion: 1. the facts pertaining to and knowledge possessed by any natural person Insured shall not be imputed to any other natural person Insured; and, GSL2302XX (Ed 6/11) Page 13 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy 2. only facts pertaining to and knowledge possessed by any Executive Officer shall be imputed to the Insured Entities; E. DISCRIMINATION based upon or arising out of any actual or alleged discrimination, humiliation, harassment or misconduct that relate to an individual's race, creed, color, age, sex, national origin, religion, handicap, marital status or sexual preference except that this exclusion does not apply to Claims brought under Insuring Agreement A.2. Media Liability; F. ERISA OR ANY SIMILAR ACT based upon or arising out of any actual or alleged violation of the responsibilities, obligations or duties imposed upon fiduciaries by ERISA or any Similar Act; G. GOVERNMENTAL ORDERS as a direct result of any action or order by any domestic or foreign law enforcement, administrative, regulatory or judicial body or other governmental authority; H. LICENSING AND OWNERSHIP OF MATERIAL by any joint venturer or on behalf of such party based upon or arising out of ownership disputes relating to Matter supplied; I. MECHANICAL OR ELECTRICAL FAILURE AND SERVICE INTERRUPTIONS based upon or arising out of any failure of: 1. electrical infrastructure; 2. telecommunications infrastructure; or 3. any satellite, which is not under the Insured Entity's operational control; J. OVER-REDEMPTION based upon or arising out of price discounts, prizes, awards, coupons or any other valuable consideration given in excess of the total contracted or expected amount; K. OWNED ENTITY made against an Insured by any entity, if at the time of the Wrongful Act giving rise to such Claim: 1. any Insured controlled, owned, operated or managed such entity; 2. any Insured was an owner, partner, director, officer or employee of such entity; GSL2302XX (Ed 6/11) Page 14 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy For the purpose of this exclusion, a 5% or more owner of the voting stock of a publicly held corporation or a 40% or more owner of the voting stock of a privately held corporation shall be deemed to own such entity; L. PATENT INFRINGEMENT based upon or arising out of actual or alleged infringement of patent; M. POLLUTION/NUCLEAR based upon or arising out of: any actual or alleged nuclear reaction, radiation or contamination, or any actual, alleged or threatened discharge, release, escape, or disposal of, or exposure to, Pollutants; any request, direction or order that any of the Insureds test for, monitor, clean up, remove, contain, treat, detoxify, neutralize or in any way respond to or assess the effect of Pollutants or nuclear reaction, radiation or contamination, or any voluntary decision to do so; or any actual or alleged Property Damage, or bodily injury, sickness, disease or death of any person, or financial loss to the Insured Entity, their security holders, or their creditors resulting from any of the aforementioned matters; N. PRIOR WRONGFUL ACTS OF SUBSIDIARIES based upon or arising out of any Wrongful Act: 1. by or on behalf of any Subsidiary whether such Subsidiary qualified as such prior to the inception date of the Policy, or after the inception date of this Policy by virtue of paragraph 1. of Section VI. CONDITIONS, paragraph K. Coverage for New Subsidiaries or by natural person Insureds of any such Subsidiary, where such Wrongful Act occurred in whole or in part before the date the Insured Entity first had Management Control; 2. occurring on or after the date the Insured Entity first had Management Control of any Subsidiary described in paragraph 1. above, which, together with any Wrongful Acts described in paragraph 1. above, would be considered Related Wrongful Acts; O. SECURITIES AND INVESTMENT CLAIMS based upon or arising out of any actual or alleged: 1. filing of any registration statement under the Securities Acts of 1933, or the Securities Exchange Act of 1934, any State Blue Sky Law, or any other state or local securities law; 2. violation of the Investment Advisers Act of 1940, the Securities Act of 1933, the Securities and Exchange Act of 1934, rules or regulations of the Securities Exchange Commission under either or both acts, similar securities laws or regulations of state, or any laws of any state relating to any transaction arising out of, involving, or relating to the public offering of securities; Provided however that this exclusion does not apply to any Claim for Privacy Injury; P. TRADE SECRETS based upon or arising out of any actual or alleged misappropriation of trade secrets obtained by any natural person Insured prior to commencing employment with an Insured Entity; Q. UNFAIR COMPETITION/ANTITRUST CLAIMS/RICO CLAIMS GSL2302XX (Ed 6/11) Page 15 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy based upon or arising out of any actual or alleged: 1. unfair competition, dilution, deceptive trade practices, civil actions for consumer fraud or false or deceptive advertising or misrepresentation in advertising; 2. charges of price fixing, monopolization or restraint of trade; 3. violation of: a. the Federal Trade Commission Act; b. the Sherman Act, the Clayton Act, or any federal statutory provision regarding anti-trust, monopoly, price fixing, price discrimination, predatory pricing or restraint of trade; c. the Racketeer Influenced and Corrupt Organizations Act; d. any rules or regulations promulgated under or in connection with the above statutes, or any similar provision of any federal, state, foreign or other law(including common law)or statute, except that paragraph 1. does not apply to any Claim under Insuring Agreement A.2. Media Liability and paragraphs 1. and 3.a. do not apply to any Claim under Insuring Agreement A.S. Privacy Regulation Proceeding; R. Unsolicited Communication based upon or arising out of: 1. any actual or alleged violation of any federal or state anti-spam statute or regulation, including the CAN- SPAM Act of 2003; or 2. any actual or alleged violation of any federal or state statute or regulation prohibiting the dissemination of unsolicited communications, including any violation of the Telephone Consumer Protection Act of 2001. IV. FIRST PARTY EXCLUSIONS This Policy does not apply to any First Party Loss, regardless of any other cause or event that contributes concurrently or in any sequence to the First Party Loss, caused by or resulting from: A. DEFECTS IN DATA AND SOFTWARE AND NETWORK any defect of design, implementation, operation, incompatibility or any other fault of data and software or the Insured Entity's Network, or any part thereof where such defect or fault is introduced by the Insured Entity's: 1. use of a third party product, including but not limited to software and equipment, in a manner inconsistent with the manufacturer's intended use; 2. modification of a third party product or integration of components in violation of the manufacturer's warranty or other license terms; GSL2302XX (Ed 6/11) Page 16 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy 3. integration of components in a manner inconsistent with any of the components' intended use as established by its manufacturer; or, B. DELIBERATE ACTS any deliberately dishonest, fraudulent or criminal act or omission, or any willful violation of any statute or regulation, by or on behalf of an Insured; C. GOODWILL any adverse impact on goodwill, reputation or potential future income; D. GOVERNMENTAL ORDERS any action or order by any domestic or foreign law enforcement, administrative, regulatory or judicial body or other governmental authority; E. PROPERTY DAMAGE direct physical loss of or damage to property; F. VALUE OF STOCKS any change in value of shares, stock or securities; G. VENDOR ACTS unauthorized and deliberate malicious act or omission by a vendor or other third party authorized by the Insured Entity to perform services on the Insured Entity's Network. V. LIMITS OF LIABILITY/RETENTION A. POLICY AGGREGATE The amount set forth as the Policy Aggregate Limit of Liability in the Declarations shall be the maximum aggregate limit of liability of the Insurer for all Damages, Claim Expenses, Privacy Event Expenses, Extortion Payments, Privacy Regulation Investigation Expenses and First Party Loss under this Policy. The Scheduled Limits of Liability set forth in the Coverage Schedule in the Declarations are sub-limits which further limit and do not increase the Insurer's limit of liability under this Policy Aggregate Limit. The limits of liability set forth in paragraph B. below are subject always to this Policy Aggregate. B. INSURING AGREEMENTS LIMITS OF LIABILITY Each Insuring Agreement limit of liability set forth in the Coverage Schedule of the Declarations applies as follows: 1. All Claims in the Aggregate The amount set forth in the Coverage Schedule in the Declarations is the limit of liability for all Damages and Claim Expenses for all applicable Claims/Privacy Regulation Proceedings combined. GSL2302XX (Ed 6/11) Page 17 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy 2. Privacy Regulation Fines Sublimit of Liability The amount set forth in the Coverage Schedule in the Declarations as the Privacy Regulation Fines Sublimit of Liability, is the limit of liability for all Privacy Regulation Fines, which limit is a sublimit of, and not in addition to, the Privacy Regulation Proceeding limit of liability set forth in the Declarations. 3. Privacy Regulation Investigation Limit of Liability The amount set forth in the Coverage Schedule in the Declarations as the Privacy Regulation Investigation Sublimit of Liability, is the limit of liability for all Privacy Regulation Investigation Expense, which limit is a sublimit of, and not in addition to, the Privacy Regulation Proceeding limit of liability set forth in the Declarations. 4. First Party Limit of Liability The amount set forth in the Coverage Schedule in the Declarations as the First Party Loss limit of Liability, is the limit of liability for all First Party Loss, regardless of the number of Network Impairments that occur during the Policy Period. 5. All Privacy Event Expenses, Extortion Payments and Privacy Regulation Investigation Expenses in the Aggregate The amount set forth in the Coverage Schedule in the Declarations for Privacy Event Expenses. Extortion Payments and Privacy Regulation Investigation Expenses is the limit of liability for all covered Privacy Event Expenses, Extortion Payments and Privacy Regulation Investigation Expenses, as applicable. C. RETENTIONS 1. Retentions set forth in the Declarations shall apply for each Insuring Agreement as set forth in the Declarations. The Insurer shall pay Damages and Claim Expenses in excess of any retention as it becomes due and payable to the Insureds. 2. The Insurer's obligation to pay Damages and Claim Expenses is in excess of any applicable retention. The Insurer will have no obligation to pay all or any portion of any applicable retention. Should the Insurer, in its sole discretion, pay any retention, then the Named Insured shall have the obligation to reimburse the Insurer for such amounts. 3. A separate retention applies to each Privacy Event, Extortion Demand and Privacy Regulation Investigation in the amount and as specified in declarations. The Insurer shall only be liable for the amount of Privacy Event Expenses, Extortion Payments or Privacy Regulation Investigation Expenses in excess of the applicable retention amounts. 4. A separate retention applies to each Network Impairment under each First Party Business Interruption Coverage And Extra Expense Insuring Agreement in the amount and as specified in declarations. The Insurer shall only be liable for the amount of First Party Loss which is in excess of the applicable retention amounts. 5. In the event more than one retention applies, the maximum total retention amount applicable shall be the highest of such applicable retentions. D. RELATED CLAIMS AND RELATED PRIVACY EVENT, EXTORTION DEMAND, PRIVACY REGULATION INVESTIGATION, OR NETWORK IMPAIRMENT GSL2302XX (Ed 6/11) Page 18 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy 1. If Related Claims are subsequently made against the Insured and reported to the Insurer, all such Related Claims, whenever made, shall be considered a single Claim subject to the limit of liability applicable to the earliest such Claim first reported to the Insurer. 2. If there is more than one Privacy Event, Extortion Demand, Privacy Regulation Investigation, or Network Impairment involving the same act, error or omission or acts, errors or omissions that are logically or causally connected by any common fact, circumstance, situation, transaction, event, advice or decision, then each such Privacy Event, Extortion Demand, Privacy Regulation Investigation, or Network Impairment shall be considered as one Privacy Event, Extortion Demand, Privacy Regulation Investigation, or Network Impairment which shall be subject to the Privacy Event, the Extortion Demand, the Privacy Regulation Investigation, or the Network Impairment limit applicable to the earliest such Privacy Event, Extortion Demand, Privacy Regulation Investigation, or Network Impairment reported to the Insurer under this Policy or under any prior policy. E. MULTIPLE INSUREDS, CLAIMS AND CLAIMANTS The limits of liability shown in the Declarations and subject to the provisions of this Policy is the amount the Insurer will pay for Damages, Claim Expenses, Privacy Event Expenses, Extortion Payments, Privacy Regulation Investigation Expenses and First Party Loss regardless of the number of Insureds, Claims made, Privacy Events, Extortion Demands, Privacy Regulation Investigations, persons or entities making Claims. VI. CONDITIONS A. SETTLEMENT/DEFENSE OF CLAIMS 1. Defense/Settlement The Insurer shall have the right and duty to defend in the Insured's name and on the Insured's behalf a Claim, other than a Privacy Regulation Proceeding, even if any of the allegations of the Claim are groundless, false or fraudulent. The Insurer has the right to make such investigation and conduct negotiations and enter into such settlement of any Claim as the Insurer deems necessary. The Insureds and not the Insurer have the duty to defend any Privacy Regulation Proceedings. The Insurer shall be entitled to effectively associate in the defense and the negotiation of any settlement of any Privacy Regulation Proceeding that involves or appears reasonably likely to involve the Insurer. Each Insured shall give the Insurer full cooperation and shall furnish the Insurer with copies of reports, investigations, pleadings, and all related papers, and such other information and assistance as the Insurer may reasonably request. 2. Consent to Settlement The Insurer shall not settle any Claim without the prior written consent of the Named Insured. If however, the Named Insured refuses to consent to such settlement or compromise recommended by the Insurer and agreed to by the claimant, the Insurer's duty to defend shall then cease and the Named Insured shall thereafter at the Named Insured's own expense negotiate or defend such Claim independently of the Insurer, and the Insurer's limit of liability for such Claim shall be reduced to: a. the amount of the proposed settlement plus Claim Expenses incurred up to the date of the Named Insured's refusal to consent to such proposed settlement; plus: GSL2302XX (Ed 6/11) Page 19 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy b. fifty percent (50%) of Claim Expenses, in excess of the amount referenced in paragraph a. above. 3. Exhaustion of Limits The Insurer shall not be obligated to investigate, defend, pay or settle, or continue to investigate, defend, pay or settle a Claim after the applicable limit of liability has been exhausted by payment of Damages or Claim Expenses, or any combination thereof. In such case, the Insurer shall have the right to withdraw from the further investigation, defense, payment or settlement of such Claim by tendering control of said investigation, defense or settlement of the Claim to the Insured. B. NOTICE OF CLAIM, CIRCUMSTANCE OR NETWORK IMPAIRMENT/PRE-CLAIMS ASSISTANCE/DATE OF CLAIM 1. Notice of Claim, Extortion Demand, Privacy Event or Privacy Regulation Investigation The Insured, as a condition precedent to the obligations of the Insurer shall give written notice of any Claim, Extortion Demand or Privacy Event to the Insurer as soon as reasonably practicable after any Executive Officer learns of such Claim, Extortion Demand, Privacy Event or Privacy Regulation Investigation but in no event later than ninety (90) days after termination or expiration of the Policy Period or any subsequent renewal Policy Period in an uninterrupted series of renewals, or prior to the expiration of the Extended Reporting Period, if applicable. Failure to give such notice as soon as reasonably practicable shall not invalidate coverage of such Claim, unless the failure to provide timely notice has prejudiced the Insurer or unless the notice is provided ninety(90) days after termination or expiration of the Policy Period or any subsequent renewal Policy Period in an uninterrupted series of renewals, or prior to the expiration of the Extended Reporting Period, if applicable. 2. Notice of Circumstance If during the Policy Period the Insureds first become aware of any facts or circumstances which may reasonably be expected to give rise to a Claim and during such Policy Period give written notice to the Insurer of: a. the allegations anticipated as the basis of the potential Claim and the names of any potential claimants; b. the identity of the specific Insureds allegedly responsible for such specific facts and circumstances; c. the consequences which have resulted or may result from such specific facts and circumstances; d. the amount of the potential monetary damages or the nature of non-monetary relief which may be sought in consequence of such specific facts and circumstances; and e. the circumstances by which Insureds first became aware of such specific facts and circumstances, then any such covered Claim which is subsequently made and which arises out of such facts and circumstances shall be deemed to have been first made against the Insured and reported to the Insurer by the Insureds at the time such written notice was received by the Insurer. 3. Notice of Network Impairment If a Network Impairment takes place or is reasonably likely to take place, the Insured Entity must do the following: GSL2302XX (Ed 6/11) Page 20 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy a. provide notice to the Insurer as soon as practicable; b. such notice should include particular details as to the nature of the Network Impairment; and, c. immediately forward to the Insurer all information the Insured Entity possesses or receives in connection with the Network Impairment. 4. Pre-Claims Assistance a. Insurer's Discretionary Investigation Until the date a Claim is made, the Insurer may pay for all costs or expenses it incurs, at its sole discretion and without any obligation, as a result of investigating a circumstance that the Insured reports in accordance with subparagraph 2. Notice of Circumstance above. Such costs and expenses are outside the limits or liability and not subject to the retention. b. Insurer's Discretionary Remediation If the Insurer elects to investigate a circumstance pursuant to paragraph 4.a. above, and such investigation results in recommended remediation measures that both the Insurer and the Named Insured mutually agree to undertake, the Insurer shall reimburse the Insured for reasonable costs and expenses to enact such recommended remediation measures if such costs and expenses were approved by the Insurer in advance. Such costs and expenses are within the limits of liability, subject to the retention and the coinsurance percentage provided below and subject to a sublimit of liability in the amount of 10% of the aggregate limit of liability. The Insureds shall bear uninsured the percentage provided on the declarations as a coinsurance percentage applied to all costs and expenses incurred pursuant to this paragraph b. The coinsurance percentage is in addition to the applicable retention and the Insurer is only liable to pay the remaining percentage of costs and expenses in excess of the applicable retention and coinsurance percentage. 5. When a Claim is Deemed Made Except as provided in subparagraph 2. Notice of Circumstance, above, a Claim shall be deemed made: a. in the case of a written demand for monetary damages or non-monetary relief, on the earlier of the Executive Officer's or Insurer's receipt of notice of such demand; b. in the case of a civil proceeding in a court of law or equity or arbitration, on the date of service upon or other receipt by any Executive Officer a complaint against the Insured in such proceeding or arbitration; c. in the case of a Privacy Regulation Proceeding, on the date of receipt by such Executive Officer of a written notice from the investigating authority identifying such Insured as an individual or entity against whom a proceeding will be commenced. 6. To Whom Notices are Sent The Insureds shall give written notice to the Insurer under this Policy as specified in the Declarations. If mailed, the date the Insurer receives such notice shall constitute the date such notice was given. Proof of mailing shall be sufficient proof of notice. GSL2302XX (Ed 6/ll) Page 21 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy C. CANCELLATION 1. Insurer's Right to Cancel The Insurer shall not cancel this Policy except for non-payment of any premium when due. The Insurer shall provide to the Named Insured written notice of such cancellation stating when, not less than fifteen (15)days thereafter, such cancellation shall be effective, except that non-payment of premium due at inception of this Policy will result in the policy being cancelled effective as of the inception date. 2. Named Insured's Right to Cancel The Insureds grant the exclusive authority to cancel this Policy to the Named Insured. The Named Insured may cancel this Policy by providing the Insurer written notice stating when thereafter such cancellation shall be effective. The mailing or delivery of such notice shall be sufficient. The unearned premium shall be computed on a pro-rata basis. D. EXTENDED REPORTING PERIOD 1. Automatic Extended Reporting Period The Named Insured shall have the right to a period of sixty(60) days following the effective date of such cancellation or non-renewal, in which to give written notice to the Insurer of Claims first made against the Insured during said sixty(60) days period for any Wrongful Act committed prior to the end of the Policy Period and otherwise covered by this Policy. 2. Optional Extended Reporting Period If the Named Insured or Insurer cancels or non-renews this Policy, the Named Insured shall have the right to purchase, upon payment of an additional premium, an extension of this Policy, for any Claim first made or deemed to be first made during such period for Wrongful Acts committed before the earlier of the end of the Policy Period or the effective date of any Takeover. The additional premium shall be as set forth below. Policy Extension Additional Premium (as a % of the Total Premium Paid for this Policy) 1 Year 100% 2 Years 150% 3 Years 200% This period shall be referred to as the"Optional Extended Reporting Period". 3. Payment of Extended Reported Period Premium As a condition precedent to the right to purchase the Optional Extended Reporting Period, the total premium for this Policy must have been paid. The right to purchase such Optional Extended Reporting Period shall end unless the Insurer receives written notice of the Named Insured's election to purchase such Optional Extended Reporting Period and full payment of the premium for such period within sixty(60) days after the end of the Policy Period. 4. Non-Cancelable/Premium Fully Earned GSL2302XX (Ed 6/11) Page 22 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy If the Optional Extended Reporting Period is purchased, it is non-cancelable and the entire premium shall be deemed fully earned at its commencement without any obligation by the Insurer to return any portion thereof. 5. No Separate Limit There is no separate or additional limit of liability for any Extended Reporting Period. E. TERRITORY Coverage shall apply to Claims made and Wrongful Acts committed anywhere. F. APPLICATION The Insureds represent and acknowledge that the statements contained in the Application and any materials submitted or required to be submitted therewith (which shall be maintained on file by the Insurer and be deemed attached to and incorporated into this Policy as if physically attached), are true and accurate and: 1. are the basis of this Policy and are to be considered as incorporated into and constituting a part of this Policy; and, 2. shall be deemed material to the acceptance of this risk or the hazard assumed by the Insurer under this Policy. This Policy is issued in reliance upon the truth and accuracy of such representations. In the event the statements, representations or information in the Application, including materials submitted or required to be submitted therewith, contains any misrepresentation or omission which materially affects either the acceptance of the risk or the hazard assumed by the Insurer under this Policy, this Policy shall be null and void. G. OTHER INSURANCE The Insurer will have no duty to defend any Claim that any other insurer has a duty to defend. If no other insurer defends, the Insurer will undertake to do so; but it will be entitled to the Insured's rights against all those other insurers. This Policy applies to the Damages or Claim Expenses that exceed the available limit of liability and any self insured retentions or retention amounts of any other insurance available to the Insured. If there is such other insurance covering the same Damages or Claim Expenses, the Insurer will pay only for the amount of covered Damages or Claim Expenses in excess of the amount due from that other insurance, but it will not pay more than the applicable Limit of Liability. This paragraph does not apply to any other insurance that was bought specifically to apply in excess of the Limits of Liability shown in the Declarations of this Policy. H. ESTATES, LEGAL REPRESENTATIVES AND DOMESTIC PARTNERS The estates, heirs, legal representatives and any Domestic Partner of a natural person Insured shall be considered Insureds under this Policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and Domestic Partners only for a Claim arising solely out of their status as such and, in the case of a Domestic Partner, where such Claim seeks Damages from marital community property,jointly held property or property transferred from such Insured to the Domestic Partner. No coverage is provided for any act, error or omission of an estate, heir, legal representative or Domestic Partner. All terms and conditions of this Policy, including without limitation the retention, applicable to Damages or Claim Expenses incurred by the Insured shall also apply to Damages and Claim Expenses incurred by such estates, heirs, legal representatives, assigns and Domestic Partners. GSL2302XX (Ed 6/11) Page 23 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy I. NO ACTION AGAINST INSURER No action shall be taken against the Insurer unless, as a condition precedent, there shall have been full compliance with all the provisions of this Policy nor until the amount of the Insureds obligation to pay shall have been finally determined either by final and nonappealable judgment against the Insureds after trial or by written agreement of the Insureds, the claimant and the Insurer. No person or organization shall have any right under this Policy to join the Insurer as a party to any Claim against the Insureds to determine the Insureds liability, nor shall the Insurer be impleaded by the Insureds or their legal representatives in any such Claim. J. ASSIGNMENT OF INTEREST Assignment of interest under this Policy does not bind the Insurer unless the Insurer's consent to such assignment is endorsed to this Policy. K. COVERAGE FOR NEW SUBSIDIARIES 1. Other than an entity described in paragraph 2. below, if, after the effective date of this Policy the Insured Entity first has Management Control of any entity then such entity and its subsidiaries, directors, officers, trustees, managers, members, partners or employees who otherwise would thereby become an Insured, shall be covered under this Policy, subject to its terms and conditions. 2. If, after the effective date of this Policy, the Insured Entity first has Management Control of an entity where the total revenues (as reflected in the most recent audited consolidated financial statements of such entity and the Insured Entity) exceeds ten percent(10%) of the combined total revenues of all Insured Entities, as of the inception date of this Policy, then the Insurer, at its sole option upon submission of such information as the Insurer may require, and payment of any additional premium or amendment of the provisions of the Policy, may agree to provide coverage for such entity and its subsidiaries, directors, officers, managers, members, partners or employees. L. CHANGE OF STATUS OF INSUREDS 1. Takeover of the Named Insured In the event of a Takeover of the Named Insured, coverage under this Policy shall continue until this Policy is otherwise terminated, but only with respect to Claims for Wrongful Acts occurring before the effective date of the Takeover, unless: a. the Insurer is notified in writing of the Takeover prior to the Takeover effective date and agrees in writing to provide coverage for Wrongful Acts occurring on or after such effective date; and, b. the Named Insured accepts any additional terms, conditions and exclusions and pays any additional premium charge required by the Insurer. 2. Cessation of Subsidiary If any organization ceases to be a Subsidiary, coverage under this Policy or any renewal of this Policy, shall continue until this Policy is otherwise terminated, but only with respect to Claims for Wrongful Acts occurring before the effective date of such cessation, unless: GSL2302XX (Ed 6/11) Page 24 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy a. the Insurer is notified in writing of such cessation prior to the effective date thereof and agrees in writing to provide coverage for Wrongful Acts occurring on or after such effective date; and, b. the Insured Entity accepts any special terms, conditions and exclusions and pays any additional premium charge required by the Insurer. M. SUBROGATION AND RECOVERY To the extent it pays any Damages or Claim Expenses, the Insurer shall be subrogated to all the Insureds rights of recovery therefor, including without limitation an Insureds right to indemnification or advancement from the Insured Entity. The Insureds shall execute all papers necessary to secure such rights, including executing any documents necessary to enable the Insurer effectively to bring suit in their name, and shall take no action which impairs the Insurer's rights of subrogation or recovery. N. NOTICES TO THE NAMED INSURED Any notices to the Named Insured under this Policy shall be provided to the Named Insured at the last known address and to its last known insurance agent or broker. If properly mailed to the Named Insured at such address, the date of mailing shall constitute the date such notice was given. O. CHANGES Notice to or knowledge possessed by any agent or other person acting on behalf of the Insurer does not effect a waiver or a change in any part of this Policy or stop the Insurer from asserting any right under the provisions of this Policy, nor shall the provisions be waived or changed except by written endorsement issued to form a part of this Policy. P. INSURED AUTHORIZATION The Insureds agree that the Named Insured will act on behalf of the Insureds with respect to giving of all notices to the Insurer(except notices provided in Section VI. CONDITIONS, paragraph B. NOTICE OF CLAIM, CIRCUMSTANCE OR NETWORK IMPAIRMENT/PRE-CLAIMS ASSISTANCE/DATE OF CLAIM)the receipt of notices from the Insurer, the payment of the premiums, the receipt of any return premiums that may become due under this Policy, and the agreement to and acceptance of endorsements. Q. VALUATION All premiums, limits, retentions, and other amounts under this Policy are expressed and payable in United States of America currency. If any judgment, settlement or any part thereof are expressed or calculated in any other currency, payment of such amount due under this Policy will be made in the currency of the United States of America, at the rate of exchange published in The Wall Street Journal on the date the Insurer's obligation to pay such is established, or, if not published on that date, on the date of next publication. R. BANKRUPTCY Bankruptcy or insolvency of any Insured does not relieve the Insurer of any of its obligations hereunder. If a liquidation or reorganization proceeding is commenced by the Named Insured and/or any other Insured Entity(whether voluntarily or involuntarily) under Title 11 of the United States Code (as amended), or any similar state, local or foreign law(collectively"Bankruptcy Law")then, in regard to a covered Claim under this Policy, the Insureds hereby: GSL2302XX (Ed 6/11) Page 25 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy 1. waive and release any automatic stay or injunction to the extent it may apply in such proceeding to the proceeds of this Policy under such Bankruptcy Law; and, 2. agree not to oppose or object to any efforts by the Insurer or any Insured to obtain relief from any stay or injunction applicable to the proceeds of this Policy as a result of the commencement of such liquidation or reorganization proceeding. S. CONFIDENTIAL SOURCE/RETRACTION OF MATTERS Solely with respect to a Claim under Insuring Agreement A.2. Media Liability, the Insured's rights under this Policy shall not be prejudiced by the Insured's refusal to reveal the identity of a confidential source or to disclose documents or information obtained by the Insured during the course of any Wrongful Act as set forth in paragraph B. of the definition of Wrongful Act. The Insured shall have full discretion to retract or clarify all Matter. T. TRADE AND ECONOMIC SANCTIONS This Policy does not provide coverage for Insureds, transactions or that part of Damages or Claim Expenses that is uninsurable under the laws or regulations of the United States concerning trade or economic sanctions. U. PROOF, VALUATION AND PAYMENT OF FIRST PARTY LOSS 1. Proof of First Party Loss The Named Insured must submit a written proof of First Party Loss providing details relating to the particulars and composition of the amounts claimed in the event of a Network Impairment. The proof of loss shall be submitted with reasonable promptness, but in no event later than 6 months after the date initial notice of Network Impairment was submitted to the Insurer. The amount of First Party Loss shall be payable by the Insurer, to the Named Insured, within 60 days after the Insurer's formal agreement to the amounts claimed in the proof of loss. 2. Examination of the Insured Books and Records Solely with respect to verification of First Party Loss, the Insured agrees to allow the Insurer to examine and audit the Insured Entity's books and records that relate to this Policy, at any time during the Policy Period and up to 3 years thereafter. 3. Inspections and Surveys The Insurer has the right but is not obligated to do the following, on its own or through its independent contractors: A. make remote electronic scan inspections of all or any part of the Insured Entity's Network or of the Network of any entities newly acquired by the Insured at any time; B. give the Insured reports on the conditions the Insurer finds; C. recommend changes to the Insured Entity's Network; or, D. conduct loss control and prevention activity. GSL2302XX (Ed 6/11) Page 26 Copyright©2011 CNA. All Rights Reserved. CNA E PS+ tech + pro + media + security + privacy Any inspections, surveys, reports, or recommendations relates only to insurability and the premiums to be charged. The Insurer, by such inspections, surveys, reports, or recommendations, does not warrant that the Insured Entity's Network is safe or in compliance with laws, regulations, codes or standards, domestic or foreign. This condition applies not only to the Insurer, but also to any rating, advisory, rate service, or similar organization which makes insurance inspections, surveys, reports or recommendations. Such inspections or surveys will be arranged with mutual consent of the Insured Entity and Insurer. 4. First Party Loss and Arbitration If the Insured and the Insurer disagree on the amount of First Party Loss sustained, either may make a written demand for an appraisal of such First Party Loss. If such demand is made, each party will select an appraiser. The appraisers will state separately the amount of First Party Loss sustained. If they fail to agree, the Insured and the Insurer will submit their differences to an impartial third appraiser jointly selected by both the Insured Entity and the Insurer. A decision agreed to by any two will be binding. The Insured Entity and the Insurer will each bear their own costs with respect to the selection and retention of their appraisals and any disputes arising out of the payment of First Party Loss. The Insurer and the Insured Entity shall jointly bear the costs of the third appraiser. Any appraisal of First Party Loss shall still be subject to all other terms, conditions and exclusions of this policy. V. HEADINGS The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. IN WITNESS WHEREOF, the Insurer has caused this Policy to be signed by its Chairman and Secretary at Chicago, Illinois, but the same shall not be binding upon the Insurer unless countersigned by a duly authorized representative of the Insurer. Chairman Secretary GSL2302XX (Ed 6/11) Page 27 Copyright©2011 CNA. All Rights Reserved. CNA AMENDED SUBROGATION AND RECOVERY PROVISION ENDORSEMENT In consideration of the premium paid for this Policy, it is understood and agreed that Section VI. CONDITIONS, paragraph M. SUBROGATION AND RECOVERY is amended to add the following new sentence: Notwithstanding the above, the Insurer's right of subrogation shall not extend to the Named Insured's customers with whom the Named Insured has, by written contract, agreed to eliminate such right of subrogation from the Named Insured's professional liability insurance policies. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA71810XX (11-12) Policy No: Page 1 Endorsement No: 9 Columbia Casualty Company Effective Date: Insured Name: Clubessential Holdings, LLC ©CNA All Rights Reserved. CNA AMENDED SUBROGATION AND RECOVERY PROVISION ENDORSEMENT In consideration of the premium paid for this Policy, it is understood and agreed that Section VI. CONDITIONS, paragraph M. SUBROGATION AND RECOVERY is amended to add the following new sentence: Notwithstanding the above, the Insurer's right of subrogation shall not extend to the Named Insured's customers with whom the Named Insured has, by written contract, agreed to eliminate such right of subrogation from the Named Insured's professional liability insurance policies. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA71810XX (11-12) Policy No: 652510479 Page 1 Endorsement No: 5 Columbia Casualty Company Effective Date: 3/23/2024 Insured Name: Clubessential Holdings, LLC ©CNA All Rights Reserved. CNA Business Auto Policy Policy Endorsement •N:.BY.'US NOTICE TO • PERSONS a THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: THE COMMON POLICY CONDITIONS OF THE BUSINESS AUTO COVERAGE FORM The following is added to Paragraph A. CANCELLATION: A.7.ln the event we cancel your policy in accordance with your policy's terms and conditions, we will mail N written notice of cancellation to the designated persons named below within the stated time frames. 0 0 U) a. 10 days before the effective date of cancellation if we cancel for non-payment of premium, or LQ Q b. 30 days before the effective date of cancellation. if we cancel for any other reason. a = H - Address:____.._.._ a CITY OF KENT, WSHINGTON 220 FOURT AVE SOUTH KENT, WA 98032 z z EAll other terms and conditions of the policy remain unchanged n 23 This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, "o takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective i date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. j y 7 7 7 7 Form No: G-140327-B (07-2011) Policy No: 6079684568 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:11/15/2024 Endorsement No: 18; Page: 1 of 1 Policy Page: 73 of 88 Underwriting Company:The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 ®Copyright CNA All Rights Reserved. CNA CNA PARAMOUNT Changes - Notice of Cancellation or Material Restriction Endorsement This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL_LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART M TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY—NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE co rn ❑ Number of days notice(other than for nonpayment of premium): 030 Number of days notice for nonpayment of premium: 10 Name of person or organization to whom notice will be sent: CITY OF KENT, WASHINGTON 0 Address:Ln 220 FOURTH AVE SOUTH 0 0 RENT a 0 WA 98032 If no entry appears above,the number of days notice for nonpayment of premium will be 10 days. 0 0 0 0 It is understood and agreed that In the event of cancellation or any material restrictions in coverage during the policy period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed in the above Schedule. Such notice will be sent prior to such cancellation In the manner prescribed in the above Schedule. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74702XX(1-15) Policy No: 6079684571 Page 1 of 1 Endorsement No: 30 VALLEY FORGE INSURANCE COMPANY Effective Date: 11/15/20 24 Insured Name: CLUHESSENTIAL HOLDINGS LLC Copyright CNA All Rights Rawmd.