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HomeMy WebLinkAbout579172 BANG THE TABLE USA LLC - CONTRACT - AGREEMENT MISC - BANG THE TABLE USA LLCProfessional Services Agreement MISC 2017 – EngagementHQ Page 1 of 34 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and BANG THE TABLE USA LLC, hereinafter referred to as the "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of fifteen (15) pages, and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence January 15, 2017, and shall continue in full force and effect until January 14, 2018, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Professional and mailed no later than thirty (30) days prior to contract end. 3. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: City: Copy to: Bang the Table USA LLC Attn: Casey Earp 1434 Spruce Street, Suite 100 Boulder, CO 80302 casey@bangthetable.com City of Fort Collins Attn: Amanda King PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 – EngagementHQ Page 2 of 34 4. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorney’s fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain insurance in accordance with Exhibit B, consisting of one (1) page, attached hereto and incorporated herein. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay the Professional a fixed fee in the amount of Twenty Thousand Dollars ($20,000.00) per year of the Agreement. Any additional optional costs will be added via a Change Order or an Addendum to be initiated by the City, in accordance with Exhibit “A”, consisting of fifteen (15) pages, attached hereto and incorporated herein. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's actual reimbursable expenses. Final payment shall be made following acceptance of the Work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. 6. License. Upon execution of this Agreement, the Professional grants to the City an irrevocable license to use any and all sketches, drawings, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models and other Work Order deliverables (the “Instruments of Service”), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the City substantially performs its obligations under the Agreement. The license granted hereunder permits the City and third parties reasonably authorized by the City to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the project. In addition, the license granted hereunder shall permit the City and third parties reasonably authorized by the City to reproduce and utilize the Instruments of Service for similar projects, provided however, in such event the Professional shall not be held responsible for the design to the extent the City deviates from the Instruments of Service. This license shall survive termination of the Agreement by default or otherwise. 7. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 – EngagementHQ Page 3 of 34 Representative. 8. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 9. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 10. Subcontractors. The Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the Work of the subcontractor will be subject to inspection by the City to the same extent as the Work of the Professional. The Professional shall require all subcontractors performing Work hereunder to maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit “C”, consisting of one (1) page attached hereto and incorporated herein by this reference. The Professional shall maintain a copy of each subcontract’s certificate evidencing the required insurance. Upon request, the Professional shall promptly provide the City with a copy of such certificate(s). 11. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 12. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the Work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 – EngagementHQ Page 4 of 34 Agreement. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non- defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 15. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 16. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., the Professional represents and agrees that: a. As of the date of this Agreement: 1. The Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. The Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. The Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. The Professional is prohibited from using the e-Verify Program or Department Program DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 – EngagementHQ Page 5 of 34 procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If the Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Professional shall: 1. Notify such subcontractor and the City within three days that the Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that the Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. The Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If the Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, the Professional shall be liable for actual and consequential damages to the City arising out of the Professional’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if the Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "C" - Confidentiality, consisting of one (1) pages, attached hereto and incorporated herein by this reference. 19. Terms of Use and Moderation Policy. In providing the services pursuant to this Agreement, Professional shall use the form Terms of Use and Moderation Policy as are set forth in Exhibit “D” – Terms of Use, consisting of eight (8) pages, and Exhibit “E” – Moderation Policy, consisting of three (3) pages, both of which are attached hereto and incorporated herein by this reference. Professional shall tailor the forms as necessary for the City. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 – EngagementHQ Page 6 of 34 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: BANG THE TABLE USA LLC By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Matthew Crozier 2/7/2017 CEO Assistant City Attorney 2/8/2017 City Clerk Professional Services Agreement MISC 2017 – EngagementHQ Page 7 of 34 EXHIBIT A SCOPE OF SERVICES UNDERSTANDING THE BRIEF The City of Fort Collins has expressed an interest in using EngagementHQ to broaden citizen engagement around several projects and policies around the community. EngagementHQ will be the central hub for engagement across the organization in the online space. Fort Collins will be using EngagementHQ to create a space where people can leave feedback or submit a comment on projects during their own time. Fort Collins will create intuitive spaces for each project where all the relevant project information and timelines are easily accessible by every community members. Additionally, EngagementHQ will add deep insights and analytics to the engagement process to help project managers demonstrate how community members have interacted with the online tools and show the feedback collected through the website. Professional’s staff will work closely with Fort Collins to develop a site that is engaging to wide audiences and uses the best tools to increase engagement around these important community projects. YOUR OFFER Professional offers to provide the City of Fort Collins with unlimited use of the EngagementHQ platform. This price includes; site development, in-person training in the use of the platform, support and our 24/7 moderation service. ENGAGEMENTHQ LICENSE PRICING Project License for Fort Collins  Included in the license cost o Ability to setup engagement spaces for unlimited projects o Ongoing practice and technical support o Onscreen dynamic analytics and reporting dashboard o Participant Relationship Management system o 24/7 Moderation for English content  Annual unlimited project license - $20,000 per Year o Professional will recognize this license price for up to 5 years after the execution of the original contract Training and Support  Included as part of your license o Online Engagement Strategy Session o Technical Training Sessions for Site Administrators o Online Engagement Methodology, tool selection and setup advice o Project peer reviews ADDITIONAL INTEGRATIONS (OPTIONAL) Professional would be pleased to talk to the City of Fort Collins about the additional options and integrations with other systems and platforms that increase the functionality, design and use for you and your stakeholders. Please note integrations are priced individually. Integration with Campaign Monitor $2,000 DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 – EngagementHQ Page 8 of 34 Integration with CRM Platform (Priced upon request) Single Sign On integration (Priced upon request) High-level brand integration (template or deep rebrand) $6,000 (takes 4 weeks) Additional security (SSL) $1,500 NOTE: The optional Additional Integrations are not part of the Scope of Services of the initial implementation. If the City of Fort Collins has the need to add them later, a Change Order will be initiated by the City’s Project Manager to add them to the scope of the contract. JOINING EHQ As part of joining the EngagementHQ family Professional is focused on helping the City think about your approach to engagement, facilitate discussions around practice specific to your projects and help create your online engagement space. STRATEGY SESSION At the start-up meeting Professional will:  Clarify your engagement objectives and approach  Discuss your broader objectives and their alignment with EngagementHQ  Introduce key staff and clarify scope and support levels  Identify key project(s) for launch, relevant documents and content  Sign off on options and key documents  Schedule site delivery and training TECHNICAL TRAINING Initial training (to be provided at no additional cost to City) is designed to help get your first project(s) off the ground. This online session with our learning and practice manager will help:  You think through your engagement methodology  Introduce you to the tools and features of EngagementHQ  Help set the foundations to create your first project(s). Peer review (before launch)  Before the City is to launch the site Professional will undertake a peer review with a fresh set of eyes to assure that we: o Read through the content and interpret the key messages o Make sure the calls to action of the project are clear o Make sure your project and tools are setup correctly, and o Lastly make sure you launch your site! Ongoing support  After the initial training and launch there are always going to be little (or big questions) the City will need answered.  Professional’s customer experience team can be contacted for technical and practice support. o Call 303.515.7057 or e-mail support@engagementhq.com  Before you start working on a project contact us to find some similar examples and advice  Additional training and project support can also be organised as part of your license (please review training and support options below). DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 – EngagementHQ Page 9 of 34 THEMES The design and feel of your EngagementHQ site There are currently four (with more to come) theme options for the City to select from to form the layout of your EngagementHQ platform. Professional will work with you to select a template that best suits the approach and use of EngagementHQ. As part of the delivery Professional will apply your branding colours and logo to your EngagementHQ site. TOOLBOX Functionality and features of EngagementHQ EngagementHQ gives you access to a powerful online engagement toolbox with access to our feature rich engagement tools. There are 9 engagement tools, and more than 12 information widgets available for you to use in your consultations. Each tool is supported by our analytics and reporting functionality and moderated by our Peacekeeper moderation service. Our tools are also backed up by our information widgets. SPECTRUM OF ENGAGEMENTHQ TOOLS The range of key feedback tools that can be toggled on and off at different times for each consultation project include:  Discussion forums  Ideas / Brainstormer (including voting)  Guest book – to leave comments  Surveys (including submission uploads)  Quick polls  Dynamic questions and answers DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 – EngagementHQ Page 10 of 34  Forms including capacity to create private feedback and submission options  Story collection tool  Places - Interactive mapping MANAGING PROJECT COMMUNICATIONS AND INFORMATION At all stages of your engagements you need to be able to bring the community up to speed quickly, access information and see a public record of progress and previous decisions. EngagementHQ has a range of widgets and features that include:  Email and e-newsletter templates  Participant Relationship Management  Project news feeds / blogs  Project lifecycle and Key dates  Project team – who’s listening  Document library  Frequently asked questions  Multiple video and image galleries  Capacity to embed maps and slideshows  Social sharing ALIGNING ENGAGEMENT TOOLS WITH METHODOLOGY Professional’s engagement managers will work with the City’s team to identify the best selection, arrangement and setup of tools and resources for each of the stages of the consultations. This will initially be introduced at the Strategy session then implemented in the technical training, and initial setup. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 – EngagementHQ Page 11 of 34 REPORTING & ANALYTICS The engine room of your EngagementHQ site EngagementHQ will provide a consistent and coordinated approach to reporting on, and analysis of engagements across projects. These reports are also the key to developing updates on progress and findings with the community. Project administrators can generate reports in real time specific to their project or group of projects. Site Administrators can generate higher-level reports that span a range of projects. These are generate selecting specific projects and using custom date ranges to generate reports in real time so they can be used for project status, systematic (annual, quarterly etc.) reporting. EngagementHQ incorporates a suite of analytical and reporting tools for each feedback tool, for individuals or multi campaigns and on a site wide basis. Dashboards provide real-time analytics on screen. All reports can be exported as PDF, Excel or CSV files. Screenshots have been provided below, or please look at the following for further information: http://demonstration.engagementhq.com/analysis-and-reporting DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 – EngagementHQ Page 12 of 34 Dashboard The site dashboard provides an overview of site visitation and a summary of specific interactions by participants by feedback tool for each project. Site-wide Activity Summary The Site wide activity summary provides an overview of all of the engagement across all of your campaigns. It uses EngagementHQ's unique Aware- Informed-Engaged (AIE) visitor typology to make it easy to see just how engaged your community is with your site and individual engagement projects. Aware: number of visitors to a project Informed: percentage of visitor accessing supplementary information Engaged: individuals making submissions DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 – EngagementHQ Page 13 of 34 Engagement Tools Summary The "engagement tools summary" section of the reporting provides an overview of visitor activity in relation to each of the feedback tools. Demographics Participant demographics are gathered through the registration process. The captured data can then be used to analyze participation in each project and for each feedback tool. This will be particularly relevant to understand the relationship individuals have with specific projects. This will be important to ensure you are getting a good cross section of communities impacted by the project. Discussion Forum Reporting On-screen reporting shows when discussion forums were launched and how many respondents and contributions were made – all at a glance. Tied in with this demographics and an overview of comments made is also given on- screen, with verbatim comments available for download at any time. Comment Tagging Administrators can tag comments in the back end to identify key trends and sentiment. This enables administrators to quickly review grouped comments for analysis. Example: In a transport project when an individual makes a comment about parking at the stations. An administrator can tag DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 – EngagementHQ Page 14 of 34 the comment with ‘Parking’. Once running through the discussion forum when the administrator wants to review all the comments that relate to parking, they will be able to filter on screen by that tag for quick analysis. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 – EngagementHQ Page 15 of 34 Surveys Engagement Summary Reports can be created for one or a number of surveys. In addition survey data can be cross- tabulated (on screen) with participant registration data. Survey Data is also exportable in Excel and PDF format for deeper analysis. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 16 of 34 PARTICIPANT RELATIONSHIP MANAGEMENT Improved community and stakeholder communications EngagementHQ provides a relationship management function for administrators to be able to apply tags and notes against individuals for improved filtering and communication. Participant Management The PRM has been developed within the platform to capture participant information though tags. Tags are applied to participants. This knowledge allows for, but not limited to:  Develop groups such as community panel members.  Campaigning newsletters and project updates by filtering the database based on areas of interest, demographic data and activity across projects.  Select participants for protected and community panelled consultations using filters based on this data  Collate a chronological history of their engagements across the consultations. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 17 of 34 LOGIN / REGISTRATION User experience EngagementHQ allows for administrators to set the level of registration required for community and stakeholders to provide input to your projects. Levels are anonymous, light registration or customised registration. There are obvious trade-offs of data validity vs. barrier to participate between the registration levels. For example, if you allow for anonymous participation, unless you ask for demographic information each time, you will not be able to understand the relationship that user has with the project (e.g. Local resident, Public Transport commuter or Motorist etc). Professional will work with the City’s communication and engagement team to select and setup the best mix for your projects. As part of the setup you can choose to enable social sign-in using Facebook or Twitter. Otherwise the default registration process is managed on platform. With the Social Sign-in users are still required to complete the attributes required in the registration form. MODERATION Peace of mind Professional’s dedicated human moderation team is theCity’s support network for monitoring your engagement tools and community contributions 24/7. Ensuing that every comment is valued for its content, EngagementHQ moderation allows everyone to have their say in a protected safe environment. Moderation protects the City of Fort Collins and your community against bullying, hectoring and inappropriate behaviour as well as ensuring that your forums and discussions are on topic and privacy is protected. It is an essential solution for any government department or organisation with a legal obligation to protect the right to free speech. 24/7 Moderation The service is designed to protect the City of Fort Collins and your community from;  Innocent 3rd parties being identified in forums  Your community making defamatory comments  Intolerance of gender, race, ethnicity, religion, sex or age  Personal insults DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 18 of 34  Links to inappropriate or illegal material  Trolling  Advertising and spam. ENGAGEMENTHQ SERVICES If the City of Fort Collins is looking for extra care and service along with your EngagementHQ license or you want to further integrate your brand, Professional has a range of support services that can assist. Ranging from deeper branding, integrations, site management and premium support, our services can help you reach your engagement goals sooner. Online Engagement Training As online engagement becomes more widely used to complement traditional engagement practices, it is essential that your online projects reach new audiences and enhance your overall consultation objectives. If you are new to online engagement and want to embed this practice into your organisation Professional has a range of training options to get you underway. Professional has designed intensive full day programs to get you up to speed on EngagementHQ, understand online engagement methodology, learn best practice, audit and review your current practices and develop strategic approaches to your next consultation. These programs can also be tailored to meet your specific organisational needs and can be delivered to groups of up to 15 people at a time.  Embedding online engagement in your organization  Online engagement review and analysis basics  Developing an online strategy for your consultation INTEGRATIONS Extend your EHQ functionality and integrate with other services. EngagementHQ is a highly flexible platform with an advanced API for integrating with a range of third party services. This allows the City to integrate seamlessly with your CRM, access advanced mapping and accessibility tools, increase your security and integrate with your communications platforms. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 19 of 34 Professional’s EHQ integrations are a natural fit for anyone wanting to extend the functionality of EHQ and link systems for easy management of data. Marketplace Our EHQ integrations are a natural fit for anyone wanting to extend the functionality of EHQ and link systems for easy management of data. Some of our most popular integrations and extras include;  Campaign Monitor  Consultation Manager  Browse Aloud (accessibility)  SSL Certificates (advanced security)  Single Sign-on Technical Specifications Accessibility, compliance and data security Delivery Timeframe Professional will construct and deliver your EngagementHQ portal within five (5) working days of the provision of your preferred URL. Hosting and Compliance The EngagementHQ application is hosted on IBM’s state-of-the-art cloud infrastructure, SoftLayer. Professional’s IBM SoftLayer infrastructure is managed by hosting experts Anchor Pty Ltd. Anchor have over 15 years of experience managing high-availability sites for clients across the world. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 20 of 34 Redundancy, Recovery and Back Up  The Managed Server Hardware includes all of the following features to keep you online:  Our standard is 99.6% availability over any 3-month period.  On occasion, events completely beyond our control may interrupt site service. Professional cannot offer guarantees relating to these events. However, we take all reasonable measures to ensure service is uninterrupted.  The City’s server is stored in an A grade data centre with IBM in the USA  The City of Fort Collins site is backed up nightly and a disaster recovery plan is in place. Data and Application Security Physical security measures include: (1) 24/7 back to base alarm system and (2) Biometric sensing for authorised personnel access Logical controls include: (1) Password control on databases and servers with access restricted to senior, trusted personnel (2) Sites can only be administered by authorised account holders and (3) The application includes three levels of role based administrative access EngagementHQ does not hold critical personal information, such as financial and health data. The only piece of verified information stored in our databases is the users email address. Notwithstanding this, SSL can be implemented if required by the City for an additional service fee. (1) The operating systems and databases running Professional’s servers are continually monitored and patched with the latest security fixes by Anchor (2) The web framework is continually monitored and patched by our internal development team (3) The application, EngagementHQ, is continually monitored and tested for security weaknesses by our development team Passwords are encrypted by default. Usernames and all other information would also be encrypted if City wishes to exercise the SSL option. Accessibility Meeting WCAG 2.0 EngagementHQ is compliant to a WCAG 2.0 to AA standards. Professional takes a three tiered approach to meeting these standards from a software development and process perspective. 1. At a development stage - all software development processes are geared to meeting WCAG 2.0 AA standard 2. Independent review – every quarter the platform is reviewed and tested though an independent assessor and any issues are fixed. 3. Responsive – any issues identified by clients and or participants are treated with a matter of urgency and we are responsive to address the issues. Professional has our own in house development team so: these standards are across the organisation and this also enables us to be responsive from a development perspective. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 21 of 34 Compatibility Device and Operating Systems EngagementHQ is fully optimized for IOS and Android platforms and provides an accessible interface for the community from mobile phones, tablets and desktop devices incorporating full site functionality. Professional regularly looks at the data around devices use in EngagementHQ and our last report shows:  Use of mobile devices has grown to 30% DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 22 of 34 EXHIBIT B INSURANCE REQUIREMENTS 1. The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing Work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies for any claims arising out of Work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in Work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of Work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any Work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the Work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. C. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 New insurance Professional Services Agreement MISC 2017 - Engagement HQ Page 23 of 34 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 24 of 34 EXHIBIT D TERMS OF USE Terms of Use Effective Date: These Terms of Use are effective as of 10/11/2016. This Site (defined below) is offered by City of Fort Collins, Colorado (“Presenter”) for use by individuals who meet Presenter’s criteria. Bang the Table USA, LLC (“Host,” or “we”) operates and hosts the Site for the benefit of Presenter. THIS AGREEMENT CONTAINS CONTRACTUAL OBLIGATIONS BETWEEN THE HOST AND YOU, AND WAIVERS OF CERTAIN RIGHTS (SEE SECTION 7.4). PLEASE READ THESE TERMS OF USE CAREFULLY. 1. Bang the Table™ WEB SITE - TERMS OF USE 1.1. Presenter and Host welcome you to Presenter’s community engagement portal at [insert link](External link) (the “Site”). While questions, surveys, forums, chat rooms, and other specific Content (defined below) on the Site may be directed by Presenter, the Host owns and operates the Site and the underlying technology and software used to operate the Site. On the Site, you will be able to engage and communicate with Presenter and other interested parties. 2. ACCEPTANCE OF TERMS 2.1. The Host offers you access and use of the Site only on the terms and conditions set forth in this Terms of User (“TOU”). 2.2. Before you access the Site, it is important that you understand and agree to the TOU. 2.3. We may change the TOU from time to time without prior notice to you, but we will indicate that there is an updated TOU by posting it to the Site and including a revised effective date. When we make material changes to the TOU that reduce your protections or rights, we will provide you notice such as when you log in or on our home page. If you do not agree to the revised TOU, you must not access or use the Site. Your use of the Site following the date on which such amended TOU are published will constitute consent to such amendments. You must regularly review the latest version of the TOU, as it will be the terms upon which you access the Site at all times. The most recent version of the TOU can be seen in this Terms and Conditions Page. 2.4. Please contact us at support@engagementhq.com(External link), or <1434 Spruce Street, Suite 100, Boulder CO 80302 USA> if you see any activity or content that violates the TOU. 3. INFORMATION AND CONTENT AT THE SITE 3.1. When we use the term “Content,” we mean any information, data, music, sound files, photographs, graphics, images, videos, articles, or other content accessible on the Site or a Linked Site excluding these Terms of Use, the Privacy Policy, Moderation Rules, Accessibility statement and basic use instructions for the Site. A “Linked Site” is any other website other than the Site that one may directly visit through a link found on this Site. Content is provided by the Presenter and other users of the Site. The Host does not create, upload or provide any content you see on the Site (other than these Terms of Use, the Privacy Policy, Moderation Rules, Accessibility Statement, and basic use instructions) or Linked Sites. The Host makes no and hereby disclaims DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 25 of 34 all representations or warranties about the Content. The source of particular Content, which is either Presenter or another user of the Site, is solely responsible for the accuracy, completeness, appropriateness, legality and all other aspects of that Content. 3.2. By using the Site you agree that the Host and any of its subsidiaries or affiliates or any of their employees, directors, or agents are not responsible for: a) The accuracy, completeness, appropriateness, or legality of the Content displayed or omitted from the Site or Linked Sites; b) Any person's reliance on the Content presented on the Site or on Linked Sites; c) Any loss in connection with the use of the Site or any Linked Site. 3.3. You have no expectation that your Content will be published on the Site. 3.4 The Site may contain links to Linked Sites. Host does not endorse or assume any responsibility for any such Linked Site, or any information, materials, products, or services found or offered on a Linked Site. If you access a third party website from the Site, you do so at your own risk, and you understand that these Terms and the Host’s Privacy Policy do not apply to your use of such Linked Sites. You expressly release Host from any and all liability arising from your use of any Linked Site, service, or Content. 4. REGISTRATION INFORMATION 4.1. In order to register for an account on the Site, you must be the older of (a) 14 years old and (b) the age required by law where you live to form a binding contract with Host. Note that you can browse the Site without registering, but you may not have access to all features and functionality. You will: a) submit only true, accurate, current and complete information about yourself as prompted by the Site's registration procedure (the “Registration Data”) and b) maintain and regularly update the Registration Data to keep it true, accurate, current and complete. 4.2. If you provide any information that is untrue, inaccurate, not current or incomplete, or we suspect that you have provided such information, we may suspend or terminate your account and refuse any and all current or future use of the Site, or part of it. 5. PRIVACY POLICY 5.1. Use of the Site by you, including our collection of Registration Data and other personal information about you, is subject to our Privacy Policy. For more information, please see our full privacy policy here. 6. USER ACCOUNT, PASSWORD AND SECURITY 6.1. After you complete the user registration process at the Site, you will receive a user password and account name to access the Site. You: a) are fully responsible for maintaining the confidentiality of your password and account; b) are fully responsible for all activities that occur under your password or account; DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 26 of 34 c) must immediately notify Host if you are aware or suspect any unauthorized use of your password or account or any other breach of security; d) must create no more than one user account at the Site; 6.2. We, or our agents, may require access to your user account to respond to service or technical issues; 6.3. We may communicate with you through your user account by sending messages, newsletters, and other information. 7. USER CONDUCT 7.1 You understand and agree that: a) all Content is the sole responsibility of the person who made the Content available, and you are solely liable and responsible for all Content you submit or upload to the Site; b) you are prohibited from advertising or offering to sell or buy any goods or services. c) you shall not: i. post Content that (a) infringes any patent, trade mark, trade secret, copyright or other proprietary rights of any party, (b) violates applicable law or is illegal, (c) violates any third party’s right, including right to privacy; ii. transmit Content that is or includes unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam," "chain letters," "pyramid schemes," surveys, contests or any other form of solicitation; iii. transmit Content that contains software viruses, trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to or that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; iv. transmit Content that harms minors in any way; v. impersonate any person or entity, including without limitation a Bang the Table representative or another user of the Site, or falsely state or otherwise misrepresent your affiliation with a person or entity; vi. create a false identity for the purpose of misleading others as to your identity or the originator of a message; vii. interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; viii. attempt to gain unauthorized access to the Site, other user accounts, computer systems or networks, through password mining or any other means; ix. intentionally or unintentionally violate any applicable law, rule or regulation.; x. "stalk" or otherwise harass another user; xi. interfere with another user's use and enjoyment of the Site; DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 27 of 34 xii. collect or store personal data about other users of the Site; or xiii. make any unauthorised commercial use of the Site. 7.2. You also acknowledge and agree that: a) We and our designated agents have the right (but not the obligation) in our sole discretion to review and monitor Content you post on the Site, and we may refuse to post or remove any Content that is available via the Site in our sole discretion, including if it violates our Moderation Rules (see below). In some cases, the Presenter has the right to review and approve Content before it is included on the Site. Note that neither we nor the Presenter edit your Content. b) You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, appropriateness, or usefulness of such Content. c) all Content you provide will be seen by the Presenter, and may be made publicly available. 7.3. You agree to and shall comply by our moderation rules for the Site, which can be found at [insert link](External link) (“Moderation Rules”). 7.4. To the extent that both (a) Host moderates the Content, and (b) the Presenter is a governmental actor covered by the First Amendment of United States Constitution (“First Amendment”), then You hereby knowingly, intentionally, and voluntarily waive your free speech rights under the First Amendment with regard to the Content provide to or through the Site, or that you post on the Site. 8. INDEMNITY AND RELEASE 8.1. You shall indemnify and hold Host, and its subsidiaries, affiliates, officers, agents, co- branders and other partners, and employees, harmless from, and at Host’s request, defend any or all of the foregoing against, any claim, cause of action, proceeding or demand and all related costs, expenses, damages, and other liabilities, including reasonable legal fees, related to or arising out of: a) Content you submit, post to or otherwise transmit through the Site, b) Your use of or connection to the Site, c) Your violation of the TOU, or d) Your violation of any other's rights or applicable law. 9. GENERAL PRACTICES REGARDING USE AND STORAGE 9.1 You agree that we have no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Site. 9.2 You acknowledge and agree that Host: a) is entitled to log off any account that is inactive for an extended period of time; and b) may, in its absolute discretion, with or without notice to you delete, modify or otherwise deal with any Content stored at the Site and any of your user profile information or account at the Site. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 28 of 34 10. MODIFICATIONS AND DISCONTINUANCE We reserve the right at any time and from time to time to modify or discontinue access to the Site (or any part), with or without notice, temporarily or permanently without liability to you or to any third party. 11. USER ACCOUNT TERMINATION 11.1. You agree that Host may, in its sole discretion and with or without notice to you, terminate your password, account or use of the Site (or any part), and remove and discard any Content within the Site for any reason including without limitation, where a breach of copyright has been reported. 11.2. You agree that Host may in its sole discretion and at any time discontinue providing the Site, or any part, to you with or without notice, and without liability to you or any third parties. 11.3. You agree that termination of your access to the Site under any provision of these TOU may occur without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/ or bar any further access to such files or the Site. 11.4. If your account or access to the Site is terminated for any reason, you must immediately cease using the Site. Termination does not affect any of our accrued rights or liabilities. 12. DEALINGS WITH THIRD PARTIES 12.1. Your communications or dealings with Presenter and third parties via the Site, are solely between you and the relevant third parties. 12.2. You agree that Host is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Site. 13. Bang the Table PROPRIETARY RIGHTS 13.1. You acknowledge and agree that: a) the Site and any necessary software used in connection with the Site, including but not limited to the software known as Engagement HQ™, contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and all of the foregoing is owed by Host; and b) the Content presented to you via the Site or via third parties may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. 13.2. Except as expressly authorized by Host, you shall not modify, rent, lease, loan, sell, distribute or create derivative works based on the Site, in whole or in part. 13.3. You shall not access the Site by any means other than through the website and interfaces that are provided by Host for use in accessing the Site. 13.4. You hereby grant Host a non-exclusive, perpetual, irrevocable, royalty-free, paid-up right and license to: (a) use your name or user/screen name and Content you post for Host’s business purposes, including on Host’s publicly facing website, and (b) sublicense your Content to the Presenter for its business purposes. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 29 of 34 14. DISCLAIMER OF WARRANTIES 14.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: A) YOUR ACCESS AND USE OF THE SITE IS AT YOUR SOLE RISK; B) THE SITE AND ALL CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. 14.2. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND ARISING FROM OR RELATED TO THE SITE OR CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. 14.3. We make no warranty that: a) the Site or Content will meet your requirements; b) the Site will be uninterrupted, timely, secure, or error-free; c) the Content or other results that may be obtained from the use of the Site will be accurate or reliable; d) the quality of any Content, products, services, information, or other material discussed on or introduced to you through the Site will meet your expectations; and e) any errors in the Software will be corrected. 14.4. Any Content downloaded or otherwise obtained through the use of the Site is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of any such material. 14.5.No advice or information, whether oral or written, obtained by you from us or through or from the Site shall create any warranty not expressly stated in the TOU. 15. LIMITATION OF LIABILITY 15.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES AND THE EMPLOYEES, DIRECTORS, OFFICERS, AND AGENTS OF EACH OF THE FOREGOING WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, ECONOMIC OR OTHER LOSS OR DAMAGE, INCLUDING LOST PROFITS OR REVENUES WHETHER AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THIS AGREEMENT OR THE SITE, INCLUDING, WITHOUT LIMITATION, IN RESPECT OF: A) THE USE OF, OR THE INABILITY TO USE THE SITE; B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR D) ANY OTHER MATTER RELATING TO THE SITE. E) YOU SPECIFICALLY ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 30 of 34 ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. 15.4. IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU ARISING FROM OR RELATED TO THE SITE OR THIS TOU EXCEED US$50. 15.5. THE LIMITATIONS OF THIS SECTION 15 SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 16. EXCLUSIONS AND LIMITATIONS 16.1. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. So some of the limitations in the TOU may not apply to you. 17. NOTICE 17.1. If you wish to contact Host, please email us at support@bangthetable.com.(External link) 17.2. We may also provide notices of changes to the TOU or other matters by displaying notices or links to notices to you generally on the Site. 18. TRADE MARK INFORMATION 18.1. The Bang the Table trade mark, and other Bang the Table logos and product and service names are trademarks of Bang the Table (the Bang the Table Marks). 18.2. You agree not to display or use the Bang the Table Marks in any manner without our prior permission. 19. COPYRIGHT and DMCA 19.1. When using the Site you may provide us with Content. You retain your rights to your Content, but you grant us a nonexclusive, royalty-free, transferable, worldwide right and license, with the right to sublicense, to use, modify, distribute, publish, copy, reproduce, or otherwise exploit all of the Content you post, submit or display on the Site, and all information derived or generated from it, in all existing or future media. These rights include without limitation the right to search the information, and, consistent with our privacy policy, to repackage and market it to anyone for any reason. 19.2. Presenter complies with the Digital Millennium Copyright Act (“DMCA”). We will terminate copyright infringers when legally required or appropriate. If you see your Content on the Site being used without your permission, you can contact Presenter’s Designated Agent for receipt of infringement notices here: City of Fort Collins, Colorado, by calling _______________ or by emailing _________________ Your notice must comply with the DMCA. For your request to be valid under the DMCA, you must provide the following information in writing: (a) An electronic or physical signature of a person authorized to act on behalf of the copyright owner; (b) Identification of the copyrighted work that you claim has been infringed; (c) Identification of the material that is claimed to be infringing and where it is located on DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 31 of 34 the Service; (d) Information reasonably sufficient to permit Presenter to contact you, such as your address, telephone number, and, e-mail address; (e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and (f) A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner. 19.3. As used in this clause 20, information includes but is not limited to data, text, photographs, drawings, sound recordings, feedback, and any other information or data displayed or presented by you on the Site. 20. GENERAL INFORMATION 20.1. The TOU and the Host’s Privacy Policy constitute the entire agreement between you and us, and governs your use of the Site, superseding any prior agreements between you and us. 20.2. You will be subject to additional terms and conditions that may apply when you use the Linked Sites, affiliate services, third party content or third party software. 20.3. The TOU and the relationship between you and us is governed by the laws of Colorado without regard to its conflict of law provisions. Any dispute or claim relating in any way to your use of the Site will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights. 20.4. Our failure to exercise or enforce any right or provision of the TOU must not be treated as a waiver of the right or provision. 20.5. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, then the provision is deemed deleted but the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect. 20.6. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or the TOU must be filed within one year after the claim or cause of action arose, or be forever barred. 20.7. Your rights and obligations under the TOU are personal and may not be assigned or dealt with in any way without our permission, and which may be withheld in our absolute discretion. 20.8. Headings in the TOU are for convenience only and do not affect interpretation. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 32 of 34 EXHIBIT E TERMS OF USE Forum Etiquette & Moderation This forum is moderated in order to keep the discussion flowing and to remove any offensive material. Comments that do not adhere to the moderation rules will be removed and you will be notified of this by email. This moderation occurs in the discussion forum, the Places (map survey responses), Ideation and Guestbook tool, keeping the site safe and appropriate for all participants. Note that Bang the Table does not edit your Content.  Etiquette  Moderation Rules  Sanctions  About Moderators Every comment is valued for its content. This discussion forum allows everyone to have a say and it brings out many different ideas and viewpoints. A single comment may have as much influence as 100 comments if the idea is a good one. In order to play a positive part in the discussion and to give your views maximum impact we encourage you to follow the etiquette guide below. Etiquette 1. It's a good idea to read through the information on the site and the other participant's comments before getting involved in the discussion yourself. 2. Always respect the views of other participants even if they don't agree with you. 3. Be constructive. It's okay to disagree with other forum participants, in fact we encourage debate, just keep the dialogue positive. 4. Always keep things civil. We recognize that this can be difficult sometimes, especially when you are passionate about an issue, but it is important to keep the discussion focused on the issues rather than letting it deteriorate into personal insults. 5. Once you've left your comment keep an eye on the forum to see what other people have to say. 6. If you feel that someone has insulted you, report their comment to the moderator. Don't perpetuate the dispute. The moderator will take a look at the offending comment and decide whether it should be removed. 7. Stay on topic. These forums have been created for a specific purpose. Please stay within the boundaries of the subject matter. 8. Turn off the "CAPS LOCK". Writing in ALL CAPS is the equivalent of SHOUTING and can cause offence. 9. Choose one discussion topic under which you would like to post each of your unique comments. Don't cut and paste the same comment into lots of different discussion topics. These will be considered duplicates and may be removed. 10. Don't be a "troll". Trolls intentionally incite annoyance or offense. They do not participate constructively in the discussion and do not add any value to the debate. 11. Don't bully, harass or threaten other participants. If another participant proffers an opinion that you don't agree with, you have no right to demand that they support their position with a detailed argument. They do not have to respond to your questions. It is up to each individual to participate in the forum as much or as little as they wish. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 33 of 34 12. Please respect the moderators. Their job is to keep the forum safe and constructive so that everybody gets to have his or her fair say. 13. Try to avoid using acronyms or text talk. By sticking to plain English more people will understand the points you are trying to make. Moderation Rules This site is subject to the following moderation rules: 1. Never post personal information about another forum participant. This Includes identifying any individual by their real name if they have not already done so or providing personal contact information. 2. Never identify a staff member of the consulting organization by name. 3. Don't defame anyone or any organization. In general, a comment is defamatory if it harms, or has the tendency to harm, the reputation of a person or organization. If you wish to accuse someone of committing a crime or being an idiot this is not the place to do it. 4. Don't post anything that could be considered hateful or mean-spirited, or intolerant of a person's race, culture, appearance, gender, sexual preference, religion or age. 5. Don't be obscene and don't use foul language. Lots of people from different backgrounds participate in these forums. We want them to be able to continue to do so from home, work, school, university or wherever they may be. Disguising swear words by deliberately misspelling them doesn't make them any less offensive. 6. Don't personally insult or harass other participants or encourage others to do so. Always focus on the logic of the argument rather than the individuals involved in the argument. Users are entitled to choose not to enter into debate with you. 7. Don't embed images from external sources and don’t post or link to any inappropriate, offensive or illegal material. Inappropriate content is anything that may offend or is not relevant to the discussion. 8. Don't post any advertisements, however much you believe in the service or product. 9. Don’t post in a manner that violates any law, promotes the violation of any law, plagiarizes or violates intellectual property rights. 10. Don’t masquerade as someone else. 11. Don't complain about the moderation on the site, you can always direct an email to us if you are unhappy at support@engagementhq.com. Sanctions Breaches of the moderation rules will be dealt with as follows: 1. Removal of comment - any comment that, in the view of the moderator, breaches the rules will be removed. 2. Temporary Suspension - a participant who repeatedly and flagrantly flouts the moderation rules may be suspended from access to the site for period of up to one week determined by the moderators. The period will reflect both the severity and consistency of the breach. 3. Permanent Blocking - a participant who continues to violate the moderation rules following reinstatement after a period of suspension may have their access to the site permanently blocked. 4. Automatic Blocking - a participant who posts or links to inappropriate, offensive or illegal material will be immediately blocked from the site. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Professional Services Agreement MISC 2017 - Engagement HQ Page 34 of 34 About the Moderators This discussion forum is moderated exclusively by Bang the Table Pty Ltd(External link) or its appointed agents. Bang the Table is a professional service provider that hosts and moderates online discussions. Bang the Table and its staff have no financial interest in the results of any of the consultations it hosts. Bang the Table moderators are independent and operate only according to the rules above. Bang the Table shall moderate the site according to the site terms of use. Contributions that meet site rules will not be removed. When a comment is removed from the site a message remains in its place stating that the comment has been removed. An email is also sent to the person posting the comment explaining what has happened. Removed comments are stored so they can be restored to the site if it is later deemed that a moderator has made an error. Bang the Table does not identify users or provide their email details to its clients. The consultation hub privacy statement states this clearly. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ PROPERTY DAMAGE $ BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOS AUTOS NON-OWNED HIRED AUTOS ALL OWNED SCHEDULED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY CHANGE ENDORSEMENT Named Insured: Policy Number: Policy Effective Date: Policy Expiration Date: Issue Date: Premium $ Effective from at the time of day the policy becomes effective. THIS INSURANCE IS AMENDED AS FOLLOWS: INSURING COMPANY: OTHER INTEREST BANG THE TABLE USA, LLC 680-9H509713-16-42 12/16/2016 12/16/2017 01/24/2017 ADDITIONAL 1,944.00 01/12/17 TRAVELERS CASUALTY INSURANCE COMPANY OF AMERICA NAME AND ADDRESS OF AGENT OR BROKER Countersigned by Authorized Representative DATE: Office: DATE: Authorized Representative NAME AND ADDRESS OF AGENT OR BROKER Countersigned by IL T0 07 09 87 (Page of ) Office: GIA RISK MANAGEMENT LLC PO BOX 1246 ARVADA CO 80001-1246 01/24/2017 1 1 DENVER CO The CyberFirst Essentials coverage part has been added. The following forms and/or endorsements is/are included with this change. These forms are added to the policy or replace forms already existing on the policy: IL T0 07 09 87 PN T5 84 02 09 PR T5 21 03 15 PR T1 13 02 12 PR T1 15 10 13 CP 84 58 09 13 PR F3 47 02 12 PR T1 14 02 12 PR T0 19 02 12 IL T3 68 01 15 PR T5 14 01 15 Rates and/or premiums have been changed to reflect a change in the exposure and/or rating procedure DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 EFFECTIVE DATE: POLICY NUMBER: ISSUE DATE: 680-9H509713-16-42 01/24/2017 12/16/2016 LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS THIS LISTING SHOWS THE NUMBER OF FORMS, SCHEDULES AND ENDORSEMENTS BY LINE OF BUSINESS * IL T0 07 09 87 CHANGE ENDORSEMENT IL T0 19 02 05 COMMON POLICY DECLARATIONS MP T0 01 02 05 BUSINESSOWNERS COVERAGE PART DECLARATIONS * IL T8 01 01 01 FORMS ENDORSEMENTS AND SCHEDULE NUMBERS IL T3 15 09 07 COMMON POLICY CONDITIONS BUSINESSOWNERS TABLE OF CONTENTS - BUSINESSOWNERS COVERAGE PART - DELUXE PLAN MP T1 30 02 05 MP T1 02 02 05 BUSINESSOWNERS PROPERTY COVERAGE SPECIAL FORM MP T3 48 10 12 PERIOD OF RESTORATION - TIME PERIOD MP T9 97 10 12 AMENDATORY PROVISIONS - TECHNOLOGY OFFICE ENHANCEMENTS MP T3 25 01 15 FEDERAL TERRORISM RISK INSURANCE ACT DISCLOSURE MP T3 35 02 05 INTERRUPTION OF COMPUTER OPERATIONS - INCREASED LIMIT MP T3 50 11 06 EQUIPMENT BREAKDOWN - SERVICE INTERRUPTION LIMITATION AMENDATORY PROVISIONS - GREEN BUILDING AND BUSINESS PERSONAL PROP COV ENHANCEMENTS MP T3 56 02 08 MP T3 21 03 06 DENIAL OF SERVICE ATTACK - TIME ELEMENT ENDORSEMENT COMMERCIAL GENERAL LIABILITY TABLE OF CONTENTS - COMMERCIAL GENERAL LIABILITY COVERAGE FORM CG 00 01 10 01 CG T0 34 11 03 CG 00 01 10 01 COMMERCIAL GENERAL LIABILITY COVERAGE FORM CG D2 55 11 03 AMENDMENT OF COVERAGE - POLLUTION CG D3 09 11 03 AMENDATORY ENDR- PRODUCTS-COMPLETED OPERATIONS HAZARD CG D4 20 07 08 AMEND OTHER INS COND MEAN OTHER INS/INSR CG D4 22 07 08 AMEND SUPPL PAY TAX COSTS & APPEAL BONDS AMENDMENT OF COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY - TECHNOLOGY CG D4 36 01 15 CG D0 37 04 05 OTHER INSURANCE - ADDITIONAL INSUREDS CG D2 03 12 97 AMEND - NON CUMULATION OF EACH OCC CG D4 13 04 08 AMEND COVG - POLLUTION-EQUIP EXCEPTION CG D4 17 01 12 TECHNOLOGY XTEND ENDORSEMENT MP T1 25 11 03 HIRED AUTO AND NON-OWNED AUTO LIABILITY CG D2 88 11 03 EMPLOYMENT-RELATED PRACTICES EXCLUSION CG D3 26 10 11 EXCLUSION - UNSOLICITED COMMUNICATION MOBILE EQUIPMENT REDEFINED - EXCLUSION OF VEHICLES SUBJECT TO MOTOR VEHICLE LAWS CG D3 56 05 14 CG D4 21 07 08 AMEND CONTRAL LIAB EXCL - EXC TO NAMED INS * TEXT IN THIS FORM HAS CHANGED, OR THE FORM WAS NOT ON POLICY BEFORE. IL T8 01 01 01 PAGE: 1 OF 2 DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 EFFECTIVE DATE: POLICY NUMBER: ISSUE DATE: 680-9H509713-16-42 01/24/2017 12/16/2016 COMMERCIAL GENERAL LIABILITY (CONTINUED) EXCLUSION - VIOLATION OF CONSUMER FINANCIAL PROTECTION LAWS CG D6 18 10 11 EXCLUSION - ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION CG D7 46 01 15 CG D1 42 01 99 EXCLUSION - DISCRIMINATION CG D2 42 01 02 EXCLUSION - WAR CG T4 78 02 90 EXCLUSION - ASBESTOS CYBERFIRST ESSENTIALS LIABILITY ENDORSEMENTS * PR T0 19 02 12 CYBERFIRST ESSENTIALS COVERAGE PART DECLARATIONS * PR T1 13 02 12 CYBERFIRST ESSENTIALS GENERAL PROVISIONS FORM CYBERFIRST ESSENTIALS INFORMATION SECURITY LIABILITY COVERAGE FORM * PR T1 14 02 12 CYBERFIRST ESSENTIALS TECH PROD OR SERVICES ERRORS AND OMISSIONS LIAB COVERAGE * PR T1 15 10 13 COVG FOR FINANCIAL INTEREST IN FOREIGN INSURED ORGANIZATIONS-CYBERFIRST ESSENTIALS * PR T5 21 03 15 AMEND OF AI AND PI DEFINITIONS - INFORMATION SECURITY LIABILITY * PR T5 14 01 15 * PR F3 47 02 12 COLORADO MANDATORY ENDORSEMENT MULTIPLE SUBLINE ENDORSEMENTS CG D4 09 04 08 AMENDMENT OF BODILY INJURY DEFINITION CG D4 19 07 08 AMENDMENT OF PROPERTY DAMAGE DEFINITION CG T3 33 11 03 LIMITATION WHEN TWO OR MORE POLICIES APPLY INTERLINE ENDORSEMENTS * IL T3 68 01 15 FEDERAL TERRORISM RISK INSURANCE ACT DISCLOSURE IL T4 12 03 15 AMNDT COMMON POLICY COND-PROHIBITED COVG IL T4 14 01 15 CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM MP T9 96 05 07 WORLD BUSINESS ESSENTIALS IL T3 82 05 13 EXCLUSION OF LOSS DUE TO VIRUS OR BACTERIA NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (BROAD FORM) IL 00 21 09 08 IL 01 25 11 13 COLORADO CHANGES - CIVIL UNION COLORADO CHANGES - CONCEALMENT, MISREPRESENTATION OR FRAUD IL 01 69 09 07 IL 02 28 09 07 COLORADO CHANGES - CANCELLATION AND NONRENEWAL POLICY HOLDER NOTICES COLORADO DISCLOSURE FORM - CLAIMS-MADE LIABILITY COVERAGE FORM * PN T5 84 02 09 * TEXT IN THIS FORM HAS CHANGED, OR THE FORM WAS NOT ON POLICY BEFORE. IL T8 01 01 01 PAGE: 2 OF 2 DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 CYBERFIRST ESSENTIALS DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 CYBERFIRST ESSENTIALS DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 CYBERFIRST ESSENTIALS ISSUE DATE: ITEM 1. COVERAGE CYBERFIRST ESSENTIALS INFORMATION SECURITY LIABILITY COVERAGE FORM ITEM 2. LIMITS OF INSURANCE: Aggregate Limit $ Each Wrongful Act Limit $ ITEM 3. DEDUCTIBLE: Each Wrongful Act Deductible $ ITEM 4. PR T0 19 02 12 COVERAGE PART DECLARATIONS Page 1 of 1 POLICY NUMBER: THIS COVERAGE IS PROVIDED ON A CLAIMS-MADE BASIS. DEFENSE EXPENSES ARE PAYABLE WITHIN, AND ARE NOT IN ADDITION TO, THE LIMITS OF INSURANCE. INSURING COMPANY: Policy Period: From 12-16-16 to 12-16-17 12:01 A.M. Standard Time at your mailing address shown in the Common Policy Declarations. Information Security Retroactive Date: Errors And Omissions Retroactive Date: The CyberFirst Essentials Coverage Part consists of these Declarations, the CyberFirst Essentials General Provi- sions Form and the Coverage Forms shown below. CYBERFIRST ESSENTIALS TECHNOLOGY PRODUCTS AND SERVICES ERRORS AND OMISSIONS LIABILITY COVERAGE FORM NUMBERS OF FORMS, SCHEDULES AND ENDORSEMENTS FORMING THIS COVERAGE PART ARE ATTACHED AS A SEPAR ATE LISTING. 680-9H509713-16-42 1,000,000 1,000,000 1,000 01-12-17 TRAVELERS CASUALTY INSURANCE COMPANY OF AMERICA 01-12-17 01-24-17 DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 CYBER LIABILITY PR T1 13 02 12 CYBERFIRST ESSENTIALS GENERAL PROVISIONS FORM © 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 13 Includes copyrighted material of Insurance Services Office, Inc. with its permission. THIS FORM APPLIES TO EACH OF YOUR CYBER LIABILITY COVERAGE FORMS THAT ARE PART OF YOUR POLICY. EACH OF THOSE COVERAGE FORMS APPLIES ON A CLAIMS-MADE BASIS. DEFENSE EXPENSES ARE PAYABLE WITHIN, AND ARE NOT IN ADDITION TO, THE LIMITS OF INSURANCE. PAYMENT OF DEFENSE EXPENSES WILL REDUCE THE LIMITS OF INSURANCE. PLEASE READ THE ENTIRE FORM CAREFULLY. This form contains provisions that apply to each of "your cyber liability coverage forms". Various provi- sions in this form and "your cyber liability coverage forms" restrict coverage. Read the entire policy care- fully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" re- fer to the Named Insured shown in the Common Pol- icy Declarations, and any other person or organization qualifying as a Named Insured under this insurance. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II – Who Is An In- sured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section VII – Definitions. Some words and phrases that appear in quotation marks in this form are defined in Section II – Definitions of "your cyber liability coverage forms". Each term with a defined meaning shown in "your cyber liability coverage forms", when used in this form, will have the defined meaning shown for that term in "your cyber liability coverage forms". SECTION I – COVERAGE 1. Defense Of Claims Or Suits a. We will have the right and duty to defend the insured against any "claim" or "suit" seeking "damages" for loss to which the insurance provided under one or more of "your cyber li- ability coverage forms" applies, if no provider of other insurance has a duty to defend the insured against that "claim" or "suit". How- ever, we will have no duty to defend the in- sured against any "claim" or "suit" seeking "damages" for loss to which the insurance provided under "your cyber liability coverage forms" does not apply. When we defend a "claim" or "suit" against an insured, we will pay reasonable "defense ex- penses". Payment of such "defense ex- penses" will reduce the Limits of Insurance. We may, at our discretion, investigate any "wrongful act" or "claim" and settle any "claim" or "suit". But our right and duty to de- fend ends when we have used up the appli- cable limit of insurance in the payment of judgments, settlements or "defense ex- penses". If we notify you that we are willing to pay the CYBER LIABILITY © 2012 The Travelers Indemnity Company. All rights reserved. PR T1 13 02 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 2 of 13 expenses" will reduce the applicable limit of insurance. c. We will have no other obligation or liability to pay sums or perform acts or services unless explicitly provided for under Supplementary Payments or under "your cyber liability cover- age forms". 2. Supplementary Payments We will pay, with respect to any "claim" we are in- vestigating, any "claim" or "suit" we settle or any "claim" or "suit" against an insured we are defend- ing: a. All expenses, other than "defense expenses", we incur. b. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We will not be the principal under these bonds, and we do not have to furnish these bonds. c. All reasonable expenses incurred at our re- quest by the insured, who is an individual, to assist us in the investigation or defense of the "claim" or "suit", including actual loss of earn- ings of up to $1,000 a day by that individual because of time off from work. d. All costs taxed against the insured in the "suit", but only for that part of the judgment we pay. e. Prejudgment interest awarded against the in- sured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. f. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay or depos- ited in court the part of the judgment that is within the applicable limit of insurance. If we do not pay part of the judgment for any rea- son other than it is more than the applicable limit of insurance, we will not pay any interest that accrues on that portion of the judgment. g. The cost of any required appeal bond for any judgment that we appeal, but only for bond amounts for that part of the judgment that is for "damages" to which one of more of "your cyber liability coverage forms" apply and which are within the applicable limit of insur- ance. We will pay, or reimburse the insured for, the cost of a higher appeal bond amount if we are required to do so under the law that applies. We will not be the principal under any appeal bond, and we do not have to furnish any appeal bond. These payments will not reduce the limits of in- CYBER LIABILITY PR T1 13 02 12 © 2012 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 3 of 13 e. Criminal, Dishonest, Fraudulent, Or Mali- cious Wrongful Acts Or Knowing Viola- tions Of Rights Or Laws Loss arising out of any criminal, dishonest, fraudulent, or malicious "wrongful act", or any knowing violation of rights or laws, committed: (1) By the insured; or (2) With the consent or knowledge of the in- sured. This exclusion does not apply to our duty to defend that insured until it has been deter- mined or admitted in a legal proceeding that such "wrongful act" or knowing violation was committed: (1) By the insured; or (2) With the consent or knowledge of that in- sured. f. Electrical Or Mechanical Interruption Or Failure Loss arising out of an "electrical or mechani- cal interruption or failure". This exclusion does not apply if such "electri- cal or mechanical interruption or failure" was caused by you. g. Employment-Related Practices Loss to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employ- ment; or (c) Employment-related practices, poli- cies, acts or omissions, such as co- ercion, demotion, evaluation, reas- signment, discipline, defamation, harassment, humiliation or discrimi- nation directed at that person; or (2) The "spouse", child, parent, brother or sister of that person as a consequence of loss to that person at whom any of the employment-related practices described in Paragraph (1) above is directed. This exclusion applies: (1) Whether the insured may be held liable as an employer or in any other capacity; and (2) To any obligation to share "damages" with or repay someone else who must pay "damages" because of the loss. h. Force Majeure Loss arising out of fire, smoke, explosion, lightning, wind, flood, earthquake, volcanic eruption, tidal wave, landslide, hail or act of God . i. Government Demands Or Proceedings Any demand made or proceeding brought by: (1) The Federal Trade Commission; CYBER LIABILITY © 2012 The Travelers Indemnity Company. All rights reserved. PR T1 13 02 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 4 of 13 vide professional health care services by or on behalf of the insured. n. Pollution (1) Loss arising out of the actual, alleged or threatened discharge, dispersal, seep- age, migration, release or escape of "pol- lutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order, or statutory or regulatory requirement that any in- sured or others test for, monitor, clean up, remove, contain, treat, de- toxify or neutralize, or in any way re- spond to, or assess the effects of, "pollutants"; or (b) Claim or "suit" by or on behalf of a governmental authority because of testing for, monitoring, cleaning up, removing, containing, treating, detoxi- fying or neutralizing, or in any way responding to, or assessing the ef- fects of, "pollutants". o. Unsolicited Communications Loss arising out of any "unsolicited communi- cation" by or on behalf of any insured. SECTION II – WHO IS AN INSURED 1. If you are designated in the Common Policy Dec- larations as: a. An individual, you and your "spouse" are in- sureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an in- sured. Your partners or your members, and their "spouses", are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an in- sured. Your members are also insureds, but only with respect to the conduct of your busi- ness. Your managers are also insureds, but only with respect to their duties as your man- agers. d. A public entity, you are an insured. "Your boards" are also insureds. Your lawfully elected or appointed officials, "executive offi- cers", or directors are also insureds, but only with respect to their duties as your elected or appointed officials, "executive officers", or di- rectors. e. An organization other than a partnership, joint venture, limited liability company or public en- tity, you are an insured. Your "executive offi- cers" and directors are also insureds, but only with respect to their duties as your "executive officers" or directors. Your stockholders are also insureds, but only with respect to their li- CYBER LIABILITY PR T1 13 02 12 © 2012 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 5 of 13 (2) Until the end of the policy period, when that date is later than 90 days after you acquire or form such organization, if you report such organization in writing to us within 90 days after you acquire or form it and we agree in writing that it will con- tinue to be a Named Insured until the end of the policy period. Coverage under paragraphs 3.a. and 3.b. above does not apply to loss caused by a "wrongful act" committed by or on behalf of such organization before you acquired or formed it, unless we agree in writing to cover such loss. 4. Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured under this Cov- erage Part is an insured, but only with respect to liability for loss to which one or more of "your cy- ber liability coverage forms" applies that: a. Is caused by a "wrongful act" committed after you have signed and executed that contract or agreement; and b. Is caused, in whole or in part, by acts or omissions of you, or any person or organiza- tion acting on your behalf, under that contract or agreement. The limits of insurance provided to such person or organization will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations of this Cover- age Part, whichever are less. 5. Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named In- sured in the Common Policy Declarations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under simi- lar other insurance. No such subsidiary is an insured for loss caused by a "wrongful act" committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership in- terest of more than 50% in such subsidiary. 6. No person or organization is an insured with re- spect to the conduct of any current or past part- nership or joint venture that is not shown as a Named Insured in the Common Policy Declara- tions. This paragraph does not apply to any such partnership or joint venture that otherwise quali- fies as an insured under Section II – Who Is An Insured. CYBER LIABILITY © 2012 The Travelers Indemnity Company. All rights reserved. PR T1 13 02 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 6 of 13 SECTION IV – DEDUCTIBLE 1. The Each Wrongful Act Deductible shown in the Declarations of this Coverage Part and the rules below fix the amount of "damages" and "defense expenses" incurred by, or on behalf of, you or any insured that you will be responsible for paying, regardless of the number of: a. Insureds; b. "Claims" made or "suits" brought; or c. Persons or organizations making "claims" or bringing "suits". The Each Wrongful Act Deductible does not apply to payments we make under Supplementary Payments. 2. The Each Wrongful Act Deductible applies to all "damages" and "defense expenses" for all "claims" or "suits" for loss: a. To which the insurance provided under one or more of "your cyber liability coverage forms" applies; and b. That is caused by the same "wrongful act" or "related wrongful acts". 3. The Limits of Insurance will not be reduced by the amount of any "damages" or "defense expenses" within the deductible amount. 4. The terms of this Coverage Part, including those with respect to: a. Our right and duty with respect to the defense of "claims" or "suits"; and b. Your duties in the event of a "wrongful act", "claim" or "suit"; apply irrespective of the application of the de- ductible amount. 5. If we settle a "claim" or "suit" for "damages", or pay a judgment for "damages" awarded in a "suit", that are subject to a deductible, we may pay any part or all of the deductible amount. You will promptly reimburse us for such part of the de- ductible amount as we have paid. 6. If we pay "defense expenses" that are subject to a deductible, you will promptly reimburse us for such part of the deductible amount as we have paid. 7. If you do not reimburse us for a deductible amount that applies to "damages" or "defense expenses", and we are awarded the deductible amount we sought, or any part of that amount, in any legal proceeding against you, you agree to pay us the amount of the award and the following: a. "Our deductible recovery expenses"; and b. Interest, from the date of our notice of pay- ment to you, on the deductible amount awarded to us. SECTION V – CYBER LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the CYBER LIABILITY PR T1 13 02 12 © 2012 The Travelers Indemnity Company. All rights reserved. Page 7 of 13 Includes copyrighted material of Insurance Services Office, Inc. with its permission. any obligation, or incur any expense without our consent. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for "damages" from an in- sured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured, but we will not be liable for "damages" that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. As used in this pro- vision, an agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal represen- tative. 4. Other Insurance a. The insurance provided under "your cyber li- ability coverage forms" is excess over any valid and collectible other insurance that is available to the insured for a loss we cover under this Coverage Part, whether such other insurance is primary, excess, contingent or on any other basis. As used anywhere in this Coverage Part, other insurance means insurance, or the funding of losses, that is provided by, through or on behalf of: (1) Another insurance company; (2) Any risk retention group; (3) Any self-insurance method or program, including any failure to buy insurance, or decision to not buy insurance, for any reason, in which case the insured will be deemed to be the provider of other insur- ance; or (4) Any similar risk transfer or risk manage- ment method. Other insurance does not include umbrella in- surance, or excess insurance, that you bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. b. We will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other in- surance would pay for the loss in the ab- sence of this insurance; and (2) The total of all deductible and self-insured amounts under all such other insurance. 5. Premium Audit a. We will compute all premiums for this Cover- age Part in accordance with our rules and CYBER LIABILITY Page 8 of 13 © 2012 The Travelers Indemnity Company. All rights reserved. PR T1 13 02 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Coverage Part to the first Named Insured shown in the Common Policy Declarations, this insur- ance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a "claim" is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Oth- ers To Us If the insured has rights to recover from others all or part of any payment we have made under this Coverage Part in connection with a "claim" or "suit", those rights are transferred to us. The in- sured must do nothing after loss to impair them. At our request, the insured will bring suit or initiate an alternative dispute resolution proceeding to enforce those rights, or will transfer those rights to us and help us enforce them. We will apply any amounts recovered in enforcing those rights of recovery in the following order: a. First, we will reimburse any person or organi- zation (including us or the insured) any amount that person or organization has paid in excess of the limits of insurance. b. Next, if there is any amount remaining, we will retain an amount equal to the amount we have paid under this Coverage Part in con- nection with the "claim" or "suit". c. Then, if there is any amount remaining, we will pay that amount to the insured, including any amounts within any applicable deductible or self-insured retention. If any amounts are recovered in enforcing those rights of recovery, reasonable expenses incurred in enforcing such rights will be shared among all persons or organizations receiving amounts re- covered. Each such person's or organization's share of those expenses is based on the ratio of its amount recovered to the total amounts recov- ered by all such persons or organizations in en- forcing such rights. If the insured has agreed in a contract or agree- ment to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organiza- tion, but only for payments we make because of loss caused by a "wrongful act" committed sub- sequent to the execution of the contract or agreement. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Common Policy Declarations written notice of the nonrenewal not less than 30 days before the end of the policy period. If such notice is mailed, proof of mailing will be sufficient proof of such notice. CYBER LIABILITY PR T1 13 02 12 © 2012 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 9 of 13 13. When We Are Prohibited From Paying Sup- plementary Payments If the laws or regulations of a country or jurisdic- tion prohibit us from paying a Supplementary Payment on behalf of an insured, we will repay the insured for such Supplementary Payment that the insured incurs. 14. Currency Payments for "damages", "defense expenses" and Supplementary Payments will be in the cur- rency of the United States of America. At our sole option, we may make these payments in a differ- ent currency. Any necessary currency conversion for the payment of "damages" will be calculated based on the rate of exchange published in the next Wall Street Journal subsequent to the date of judgment or settlement. Any necessary cur- rency conversion for the payment of "defense ex- penses" or Supplementary Payments will be cal- culated based on the rate of exchange published in the Wall Street Journal immediately preceding the date the payment is processed. 15. Limitations On Our Representations And Re- sponsibility It is understood that we are not an admitted or au- thorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Canada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. SECTION VI – EXTENDED REPORTING PERIODS 1. We will provide one or more Extended Reporting Periods, as described below, if this Coverage Part is cancelled or not renewed, or replaced or re- newed by us with insurance that applies on other than a claims-made basis. 2. Extended Reporting Periods do not extend the policy period or change the scope of coverage provided. They apply only to "claims" or "suits" for loss caused by a "wrongful act" committed on or after the applicable Retroactive Date sho wn in the Declarations of this Coverage Part and before the end of the policy period. The Extended Reporting Periods do not reinstate or increase the limits of insurance. Once in effect, Extended Reporting Periods may not be can- celed. 3. A Basic Extended Reporting Period automatically applies to "your cyber liability coverage forms" without additional charge. This period starts with the end of the policy period and lasts for 90 days. The Basic Extended Reporting Period does not apply to "claims" or "suits" that are covered under any future insurance you purchase, or that would be covered under such insurance but for the ex- CYBER LIABILITY Page 10 of 13 © 2012 The Travelers Indemnity Company. All rights reserved. PR T1 13 02 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. b. Regarding web-sites, only that part of a web- site that is about your goods, products or ser- vices for the purposes of attracting customers or supporters is considered an "advertise- ment". 2. "Advertising injury" means injury, other than "per- sonal injury", caused by one or more of the follow- ing offenses: a. Oral or written publication, including publica- tion by electronic means, of material in your "advertisement" that slanders or libels a per- son or organization or disparages a person's or organization's goods, products or services, provided that the "claim" is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; b. Oral or written publication, including publica- tion by electronic means, of material in your "advertisement" that: (1) Appropriates a person's name, voice, photograph or likeness; (2) Unreasonably places a person in a false light; or (3) Discloses information about a person's private life; or c. Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the "claim" is made or the "suit" is brought by a person or organization that claims ownership of such copyright, "title" or "slogan". 3. "Aircraft product" means: a. Aircraft, including missile, balloon or space- craft, and any ground support or control equipment used in connection with any air- craft, missile, balloon or spacecraft; b. Any of "your technology products or services" manufactured for, used in connection with, or incorporated into aircraft, aircraft parts, air- craft equipment or aircraft accessories, in- cluding ground handling tools and equipment; c. Any of "your technology products or services" used for the purpose of guidance, navigation or direction of aircraft whether an aircraft is in flight or on the ground; or d. Training aids, navigation charts, navigation aids, manuals, blueprints, engineering or other data or advice, services and labor relat- ing to such aircraft or products. 4. "Aircraft work": a. Means any part of "your technology products or services" in connection with the manufac- ture, handling, maintenance, operation or use of any aircraft, including, missile, balloon or spacecraft, and any ground support or control equipment used in connection with any air- CYBER LIABILITY PR T1 13 02 12 © 2012 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 11 of 13 (8) The amount of liquidated damages awarded pursuant to a contract or agreement that exceeds the amount of damages for which the insured would have liability in the absence of such con- tract or agreement. (9) Fees, costs or expenses awarded pursu- ant to a prevailing party provision in a contract or agreement. (10)Punitive damages unless such damages are insurable under the applicable law. 9. "Defense expenses": a. Means any of the following fees, costs or ex- penses which can be directly allocated to a particular "claim" or "suit": (1) Fees of attorneys, or other authorized representatives where permitted, for legal services, whether by outside or staff rep- resentatives; or (2) Court, alternative dispute resolution, and other specific items of expense, whether incurred by an outside vendor or by one of our employees, including: (a) Expert testimony; (b) Autopsy; (c) Witnesses and summonses; (d) Copies of documents such as birth and death certificates and medical treatment records; (e) Arbitration fees; (f) Fees or costs for surveillance or other professional investigations which are conducted as part of the handling of a "claim" or "suit"; and (g) Fees or costs for loss prevention and engineering services which are con- ducted as part of handling of a "claim" or "suit". b. Does not include: (1) Our expenses, including salaries, over- head and traveling expenses of our em- ployees, except for those fees, costs or expenses described in Paragraphs a.(1) and a.(2) above incurred while handling a "claim" or "suit". (2) Fees paid to independent claims profes- sionals or attorneys (hired to perform the function of claim investigation normally performed by claim adjusters), for devel- oping and investigating a "claim" so that a determination can be made of the cause, extent or responsibility for the loss, in- cluding evaluation and settlement of cov- ered "claims". 10. "Described authorized person" means: a. You, if you are an individual; or CYBER LIABILITY © 2012 The Travelers Indemnity Company. All rights reserved. PR T1 13 02 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 12 of 13 pected existence of any defect, fault or condition in such aircraft or any part thereof: a. Sold, handled or distributed by the insured; or b. Manufactured, assembled or processed by any other person or organization: (1) According to specifications, plans, sug- gestions, orders or drawings of the in- sured; or (2) With tools, machinery or other equipment furnished to such persons or organiza- tions by the insured; whether such aircraft so withdrawn or restricted are owned or operated by the same or different persons or organizations. 16. "Hazardous properties" includes radioactive, toxic or explosive properties. 17. "Joint powers authority" means any organization formed by two or more public entities that have agreed in a contract or agreement to jointly exer- cise any power common to them. 18. "Leased worker" means a person, other than a prisoner, hired from a labor leasing firm under an agreement between the hirer and that firm to per- form duties related to the conduct of the hirer's business. 19. "Nuclear material" means any of the following materials defined in the Federal Atomic Energy Act or any of its amendments: a. Source material; b. Special nuclear material; or c. By-product material. 20. "Our deductible recovery expenses" means all fees, costs, and expenses incurred by us and our attorneys to recover a deductible amount in a le- gal proceeding brought by us against you. But if the deductible amount awarded to us is less than the full amount of the deductible payment we sought, "our deductible recovery expenses" will be a proportional amount based on the ratio of the deductible amount awarded to the full amount of the deductible payment we sought. 21. "Personal injury" means injury, other than "adver- tising injury", caused by one or more of the follow- ing offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occu- pancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; d. Oral or written publication, including publica- tion by electronic means, of material that CYBER LIABILITY PR T1 13 02 12 © 2012 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 13 of 13 a. Means any form of communication, including facsimile, electronic mail, posted mail or tele- phone, in which the recipient has not specifi- cally requested the communication. b. Includes any communication which is made or allegedly made in violation of the Tele- phone Consumer Protection Act or any of its amendments, or any local or state statute that bars, prohibits or penalizes such communica- tion. 29. "Volunteer worker" means a person, other than a prisoner, who: a. Is not acting within the course and scope of his or her employment as an "employee" or "leased worker"; b. Donates his or her work; and c. Is not paid a fee, salary, or other compensa- tion for that work. 30. "Wrongful act " means any of the following: a. "Information security wrongful act", if the Cy- berFirst Essentials Information Security Liabil- ity Coverage Form is part of your policy. b. "Errors and omissions wrongful act", if the CyberFirst Essentials Technology Products Or Services Errors And Omissions Liability Coverage Form is part of your policy. 31. "Your boards": a. Means any board, commission, or other gov- ernmental unit or department that: (1) Is under your jurisdiction; and (2) Is funded and operated as part of your to- tal operating budget. b. Does not include any "joint powers authority". 32. "Your cyber liability coverage forms" means the coverage forms that you have purchased, as shown in the Declarations of this Coverage Part. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 CYBER LIABILITY THIS INSURANCE PROVIDES CLAIMS-MADE COVERAGE. PLEASE READ THE ENTIRE FORM CAREFULLY. PR T1 14 02 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CYBERFIRST ESSENTIALS INFORMATION SECURITY LIABILITY COVERAGE FORM © 2012 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 3 Various provisions in this coverage form restrict cov- erage. Your CyberFirst Essentials General Provisions Form also contains provisions that apply to this form, including provisions explaining who is insured under this form and the limits of coverage and deductible that apply to the insurance provided under this form. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" re- fer to the Named Insured shown in the Common Pol- icy Declarations, and any other person or organization qualifying as a Named Insured under this insurance. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II – Who Is An In- sured in your CyberFirst Essentials General Provi- sions Form. The words "policy period" mean the Policy Period for the CyberFirst Essentials Information Security Liability Coverage Form shown in the Declarations of this Coverage Part. Other words and phrases that appear in quotation marks have special meaning. Refer to Section II – Definitions in this form and Section VII – Definitions in your CyberFirst Essentials General Provisions Form. SECTION I – INFORMATION SECURITY LIABILITY COVERAGE 1. Insuring Agreement a. We will pay those sums that the insured be- comes legally obligated to pay as "damages" because of loss to which this insurance ap- plies. The amount we will pay for "damages" is limited as described in Section III – Limits Of Insurance in your CyberFirst Essentials General Provisions Form. b. This insurance applies to loss only if: (1) The loss is caused by an "information se- curity wrongful act" committed in the "coverage territory"; (2) The "information security wrongful act" was committed on or after the Information Security Retroactive Date shown in the Declarations of this Coverage Part and before the end of the policy period; and (3) A "claim" or "suit" that seeks "damages" because of the loss is first made or brought against any insured, in accor- dance with Paragraph e. below, during the policy period or any Extended Report- CYBER LIABILITY Page 2 of 3 © 2012 The Travelers Indemnity Company. All rights reserved. PR T1 14 02 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. f. A "claim" or "suit" that seeks "damages" will be deemed to have been first made or brought at the time we receive written notice from any insured of a specific "information security wrongful act" only if that notice con- tains all of the following information: (1) How, when and where the "information security wrongful act" was committed; (2) A description of what happened; (3) A description of what "damages" may re- sult; (4) The identity of the person or organization that may make a "claim" or bring a "suit"; and (5) The identity of each insured that commit- ted the "information security wrongful act". Notice to us that: (1) All or part of one or more of any insured's acts or omissions may in the future be discovered to be a "information security wrongful act"; or (2) Any insured may in the future receive written notice of a "information security wrongful act", "claim" or "suit"; is not notice of a specific "information security wrongful act". 2. Exclusions The following exclusions apply only to the cover- age provided under this form. These exclusions apply in addition to the exclusions in Paragraph 3. of Section I – Coverage in your CyberFirst Essen- tials General Provisions Form. This insurance does not apply to: a. Bodily Injury "Bodily injury". b. Claims Or Suits By Insureds Against In- sureds Loss for which a "claim" or "suit" is made or brought by or on behalf of any current or for- mer insured against any current or former in- sured. This exclusion does not apply to any "claim" or "suit" made or brought by: (1) Any person or organization that: a. Is an insured under Paragraph 4. of Section II – Who Is An Insured in your CyberFirst Essentials General Provisions Form; or b. Has been added as an additional in- sured by attachment of an endorse- ment to this Coverage Part; or (2) Your current or former "employee" for failure to prevent unauthorized access to, or use of, "identity information" of such "employee", but only if such "employee" did not commit or participate in the failure CYBER LIABILITY PR T1 14 02 12 © 2012 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 3 of 3 c. Personal information that is protected from unauthorized access or acquisition under any other local, state, federal or foreign law or regulation; or d. A driver's license or state identification num- ber; social security number; unpublished tele- phone number; or credit, debit or charge card number, or other financial account number and any security code, access code, pass- word or PIN number associated with such credit, debit or charge card number or other financial account number. 4. "Information security wrongful act" means any of the following committed by or on behalf of an in- sured in the conduct of your business: a. Failure to prevent unauthorized access to, or use of, "identity information" of others ; or b. Failure to provide notification of any actual or potential unauthorized access to, or use of, "identity information" of others as required by any "security breach notification law" that ap- plies to you. 5. "Property damage" means physical damage to tangible property of others, including all resulting loss of use of that property. For the purposes of this insurance, data, including information, facts or programs in any electronic or other format, is not tangible property. 6. "Related information security wrongful acts" means two or more "information security wrongful acts" that have as a common connection, tie, or link any fact, circumstance, situation, event, transaction, cause, or series of related facts, cir- cumstances, situations, events, transactions, or causes. 7. "Security breach notification law" means any law or regulation that requires an organization to no- tify persons that their nonpublic personal informa- tion was or may have been accessed or acquired without their authorization. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 CYBER LIABILITY THIS INSURANCE PROVIDES CLAIMS-MADE COVERAGE. PLEASE READ THE ENTIRE FORM CAREFULLY. PR T1 15 10 13 CYBERFIRST ESSENTIALS TECHNOLOGY PRODUCTS OR SERVICES ERRORS AND OMISSIONS LIABILITY COVERAGE FORM © 2013 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Various provisions in this coverage form restrict cov- erage. Your CyberFirst Essentials General Provisions Form also contains provisions that apply to this form, including provisions explaining who is insured under this form and the limits of coverage and deductible that apply to the insurance provided under this form. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" re- fer to the Named Insured shown in the Common Pol- icy Declarations, and any other person or organization qualifying as a Named Insured under this insurance. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II – Who Is An In- sured in your CyberFirst Essentials General Provi- sions Form. The words "policy period" mean the Policy Period for the CyberFirst Essentials Technology Products Or Services Errors And Omissions Liability Coverage Form shown in the Declarations of this Coverage Part. Other words and phrases that appear in quotation marks have special meaning. Refer to Section II – Definitions in this form and Section VII – Definitions in your CyberFirst Essentials General Provisions Form. SECTION I – ERRORS AND OMISSIONS LIABILITY COVERAGE 1. Insuring Agreement a. We will pay those sums that the insured must pay as "damages" because of loss to which this insurance applies. The amount we will pay for "damages" is limited as described in Section III – Limits Of Insurance in your Cy- berFirst Essentials General Provisions Form. b. This insurance applies to loss only if: (1) The loss arises out of "your technology products or services" provided to or per- formed for others; (2) The loss is caused by an "errors and omissions wrongful act" committed in the "coverage territory"; (3) The "errors and omissions wrongful act" was committed on or after the Errors and Omissions Retroactive Date shown in the Declarations of this Coverage Part and before the end of the policy period; and (4) A "claim" or "suit" that seeks "damages" because of the loss is first made or brought against any insured, in accor- CYBER LIABILITY Page 2 of 4 © 2013 The Travelers Indemnity Company. All rights reserved. PR T1 15 10 13 Includes copyrighted material of Insurance Services Office, Inc. with its permission. and omissions wrongful acts" will be deemed to have been first made or brought at the time the first of those "claims" or "suits" is first made or brought against any insured. f. A "claim" or "suit" that seeks "damages" will be deemed to have been first made or brought at the time we receive written notice from any insured of a specific "errors and omissions wrongful act" only if that notice contains all of the following information: (1) How, when and where the "errors and omissions wrongful act" was committed; (2) A description of what happened; (3) A description of what "damages" may re- sult; (4) The identity of the person or organization that may make a "claim" or bring a "suit"; and (5) The identity of each insured that commit- ted the "errors and omissions wrongful act". Notice to us that: (1) All or part of one or more of any insured's acts or omissions may in the future be discovered to be an "errors and omis- sions wrongful act"; or (2) Any insured may in the future receive written notice of an "errors and omissions wrongful act", "claim" or "suit"; is not notice of a specific "errors and omis- sions wrongful act". 2. Exclusions The following exclusions apply only to the cover- age provided under this form. These exclusions apply in addition to the exclusions in Paragraph 3. of Section I – Coverage in your CyberFirst Essen- tials General Provisions Form. This insurance does not apply to: a. Bodily Injury "Bodily injury". b. Claims Or Suits By Insureds Against In- sureds Loss for which a "claim" or "suit" is made or brought by or on behalf of any current or for- mer insured against any current or former in- sured. This exclusion does not apply to any "claim" or "suit" made or brought by any person or organization that: (1) Is an insured under Paragraph 4. of Sec- tion II – Who Is An Insured in your Cy- berFirst Essentials General Provisions Form; or (2) Has been added as an additional insured by attachment of an endorsement under this Coverage Part. c. Cost Guarantees Or Estimates CYBER LIABILITY PR T1 15 10 13 © 2013 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 3 of 4 the "pre-release phase" or "your technology products or services". g. Electronic Fund Transfer The monetary value of any electronic fund transfer that is lost or damaged during trans- fer into or between accounts. h. Employee Benefit Plans Loss arising out of the administration of, the conduct of any fiduciary duty for, or the per- formance of or failure to perform any act or obligation related to any actual or proposed: (1) Benefit plan or trust; (2) Stock option, stock subscription, or stock ownership plan; or (3) Compensation plan; operated by you or on your behalf for the benefit of any of your current, former, or pro- spective "employees" or "independent con- tractors". i. Intellectual Property Loss arising out of any actual or alleged in- fringement or violation of any of the following rights or laws: (1) Copyright; (2) Patent; (3) Trade dress; (4) Trade name; (5) Trade secret; (6) Trademark; or (7) Other intellectual property rights or laws. j. Property Damage (1) "Property damage"; or (2) Loss of use of tangible property that is not physically damaged arising out of sudden and accidental physical damage to "your technology products or services" after they have been put to their intended use. k. Stock Offerings Loss arising out of any actual or proposed: (1) Public stock offering; (2) Private stock offering or placement; or (3) Debt instrument offering or issuance; by you or on your behalf. l. Unauthorized Access Or Use Loss arising out of any failure of "your tech- nology products or services" to prevent unau- thorized access to, or use of, any computer, software or communications network. m. Violation Of Consumer Protection Laws Loss arising out of any actual or alleged viola- tion of any unfair or deceptive trade practices, unfair competition, or other consumer protec- tion law committed by or on behalf of an in- sured. n. Violation Of Securities, Antitrust Or Re- straint Of Trade Laws CYBER LIABILITY Page 4 of 4 © 2013 The Travelers Indemnity Company. All rights reserved. PR T1 15 10 13 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 7. "Related errors and omissions wrongful acts" means two or more "errors and omissions wrong- ful acts" that have as a common connection, tie or link, any fact, circumstance, situation, event, transaction, cause or series of related facts, cir- cumstances, situations, events, transactions or causes. 8. "Your technology products or services": a. Means: (1) Any computer or electronic information technology product provided by you or on your behalf to others; or (2) Any computer or electronic information technology service provided or performed by you or on your behalf for others. b. Includes: (1) System, network, communications or web-site analysis, design, consulting, programming, installation, integration or related services; (2) Software development, installation, distri- bution, licensing or maintenance; (3) Technical training, staffing, maintenance, repair or support services; (4) Electronic or computer equipment, hard- ware, components or peripherals manu- factured, distributed, licensed, marketed or sold to others; (5) Electronic processing, storage, transmis- sion or other handling of data; and (6) Hosting, managing or administering com- puter systems, networks or facilities. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COVERAGE FOR FINANCIAL INTEREST IN FOREIGN INSURED ORGANIZATIONS – CYBERFIRST ESSENTIALS This endorsement modifies insurance provided under the following: CYBERFIRST ESSENTIALS GENERAL PROVISIONS FORM CYBERFIRST ESSENTIALS INFORMATION SECURITY LIABILITY COVERAGE FORM CYBERFIRST ESSENTIALS TECHNOLOGY PRODUCTS OR SERVICES ERRORS AND OMISSIONS LIABILITY COVERAGE FORM PROVISIONS 1. The following is added to Paragraph 1., Insuring Agreement, of SECTION I in each liability coverage form shown above that is part of your policy: In the event of "foreign cyber liability loss" incurred by a "foreign insured organization", or by any other insured for whom such "foreign insured organization" is liable, we will reimburse the first Named Insured, or any other Named Insured that is not a "foreign insured organization", for such "foreign cyber liability loss" because of its "financial interest" in that "foreign insured organization". For purposes of this insurance, amounts we reimburse under: (1) Paragraph a. of the definition of "foreign cyber liability loss" will be deemed to be sums that such Named Insured must pay, or becomes legally obligated to pay, as "damages" under this insurance; (2) Paragraph b. of the definition of "foreign cyber liability loss" will be deemed to be payments we make under Paragraph 2., Supplementary Payments, of Section I – Coverage of the CyberFirst Essentials General Provisions Form; and (3) Paragraph c. of the definition of "foreign cyber liability loss" will be deemed to be "defense expenses" we pay under this insurance. 2. Paragraph 11., When We Are Prohibited From Defending An Insured, of SECTION V – CYBER LIABILITY CONDITIONS in the CYBERFIRST ESSENTIALS GENERAL PROVISIONS FORM is deleted. 3. Paragraph 12., When We Are Prohibited From Paying Damages On Behalf Of An Insured, of SECTION V – CYBER LIABILITY CONDITIONS in the CYBERFIRST ESSENTIALS GENERAL PROVISIONS FORM is deleted. 4. Paragraph 13., When We Are Prohibited From Paying Supplementary Payments, of SECTION V – CYBER LIABILITY CONDITIONS in the CYBERFIRST ESSENTIALS GENERAL PROVISIONS FORM is deleted. 5. The following is added to SECTION V – CYBER LIABILITY CONDITIONS in the CYBERFIRST ESSENTIALS GENERAL PROVISIONS FORM: Duties In The Event Of A Claim Or Suit For Foreign Cyber Liability Loss In the event of a "claim" or "suit" for "foreign b. Crisis Management Service Expenses Coverage. "Financial interest" means the insurable interest in a "foreign insured organization" because of: a. Sole ownership of, or majority ownership interest in, such "foreign insured organization", either directly or through one or more intervening subsidiaries; b. Indemnification of, or an obligation to indemnify: (1) Such "foreign insured organization"; or (2) Any other insured for whom such "foreign insured organization" is liable; for a "foreign cyber first-party loss" or "foreign cyber liability loss"; or c. An obligation to obtain insurance for such "foreign insured organization". "Foreign cyber first-party loss" means loss to which the insurance provided under "CyberFirst Essentials first-party coverage" would have applied but for the fact that the insured that incurred or paid such loss is located in a country or jurisdiction in which we are not licensed to provide such insurance and where providing such insurance would violate the laws or regulations of such country or jurisdiction. "Foreign cyber liability loss" means: a. Sums that an insured must pay, or becomes legally obligated to pay, as "damages" because of loss to which the insurance provided under "your cyber liability coverage forms" would have applied; b. Payments described in Paragraph 2., Supplementary Payments, of Section I – Coverage of the CyberFirst Essentials General Provisions Form that we would have made with respect to: (1) Any "claim" against an insured or your indemnitee that we would have investigated; or (2) Any "claim" or "suit" against an insured or your indemnitee that we would have settled or defended; or c. "Defense expenses" that we would have paid in connection with any "claim" or "suit" against an insured or your indemnitee that we would have defended; but for the fact that such insured or indemnitee is located in a country or jurisdiction in which we are not licensed to provide insurance under "your cyber liability coverage forms" and where providing such insurance would violate the laws or regulations of such country or jurisdiction. "Foreign insured organization" means any organization that: a. Is an insured under Section II – Who Is An Insured of the CyberFirst Essentials General Provisions Form; and b. Is located in a country or jurisdiction in which we are not licensed to provide this insurance THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF ADVERTISING INJURY AND PERSONAL INJURY DEFINITIONS – INFORMATION SECURITY LIABILITY This endorsement modifies insurance provided under the following: CYBERFIRST ESSENTIALS GENERAL PROVISIONS FORM PROVISIONS 1. The following replaces the definition of "advertis- ing injury" in the DEFINITIONS Section of the CY- BERFIRST ESSENTIALS GENERAL PROVI- SIONS FORM, but only for the purpose of the in- surance provided under your CyberFirst Essen- tials Information Security Liability Coverage Form: "Advertising injury" means injury, other than "per- sonal injury", caused by one or more of the fol- lowing offenses: a. Oral or written publication, including publica- tion by electronic means, of material in your "advertisement" that slanders or libels a per- son or organization or disparages a person's or organization's goods, products or services, provided that the "claim" is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; b. Oral or written publication, including publica- tion by electronic means, of material in your "advertisement" that: (1) Appropriates a person's name, voice, photograph or likeness; or (2) Unreasonably places a person in a false light; or c. Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the "claim" is made or the "suit" is brought by a person or organization that claims ownership of such copyright, "title" or "slogan". 2. The following replaces the definition of "personal injury" in the DEFINITIONS Section of the CY- BERFIRST ESSENTIALS GENERAL PROVI- SIONS FORM, but only for the purpose of the in- surance provided under your CyberFirst Essen- tials Information Security Liability Coverage Form: "Personal injury" means injury, other than "adver- tising injury", caused by one or more of the follow- ing offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry in- to, or invasion of the right of private occu- pancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; d. Oral or written publication, including publica- tion by electronic means, of material that slanders or libels a person or organization or CYBER LIABILITY This endorsement modifies insurance provided under the following: CYBERFIRST ESSENTIALS LIABILITY COVERAGE PR F3 47 02 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COLORADO MANDATORY ENDORSEMENT © 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc. with its permission. PROVISIONS 1. The following replaces Paragraph 2. of the Can- cellation Common Policy Condition: 2. If this policy has been in effect for less than 60 days, we may cancel this policy by mailing or delivering to the first Named Insured writ- ten notice of cancellation at least: a. 10 days before the effective date of can- cellation if we cancel for nonpayment of premium; or b. 30 days before the effective date of can- cellation if we cancel for any other rea- son. 2. The following is added to the Cancellation Common Policy Condition: Cancellation Of Policies In Effect For 60 Days Or More 1. If this policy has been in effect for 60 days or more, or is a renewal of a policy we issued, we may cancel this policy by mailing through first-class mail to the first Named Insured writ- ten notice of cancellation: a. Including the actual reason, at least 10 days before the effective date of cancella- tion, if we cancel for nonpayment of pre- mium; or b. At least 45 days before the effective date of cancellation if we cancel for any other reason. 2. We may only cancel this policy based on one or more of the following reasons: a. Nonpayment of premium; b. A false statement knowingly made by the insured on the application for insurance; or c. A substantial change in the exposure or risk other than that indicated in the appli- cation and underwritten as of the effective date of the policy unless the first Named Insured has notified us of the change and we accept such change. 3. The following condition is added and supersedes any other provision to the contrary: When We Do Not Renew If we decide not to renew this policy, we will mail through first-class mail to the first Named Insured shown in the Declarations written notice of the nonrenewal at least 45 days before the expiration date, or its anniversary date if it is a policy written for a term of more than one year or with no fixed expiration date. If notice is mailed, proof of mailing will be suffi- CYBER LIABILITY © 2012 The Travelers Indemnity Company. All rights reserved. PR F3 47 02 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 2 of 2 Your Right To Claim And Wrongful Act Infor- mation We will provide the first Named Insured shown in the Declarations the following information relating to this policy within 30 days of our receipt of a written request from the first Named Insured for such information: a. A list or other record of each "wrongful act", not previously reported to any other insurer, of which we were notified in accordance with the terms and conditions of this policy. We will include the date and brief description of the "wrongful act" if that information was in the notice we received. b. A summary by policy year, of payments made and amounts reserved, stated separately, un- der any applicable Aggregate Limit. c. A description of closed claims and/or open claims including the date and description of "wrongful act", amount of payment, if any, and an estimate of reserves, if any. Amounts reserved are based on our judgment. They are subject to change and should not be re- garded as ultimate settlement values. We compile claim and "wrongful act" information for our own business purposes and exercise rea- sonable care in doing so. In providing this infor- mation to the first Named Insured, we make no representations or warranties to insureds, insur- ers, or others to whom this information is fur- nished by or on behalf of any insured. Cancella- tion or nonrenewal will be effective even if we in- advertently provide inaccurate information. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FEDERAL TERRORISM RISK INSURANCE ACT DISCLOSURE This endorsement applies to the insurance provided under the following: COMMERCIAL EXCESS LIABILITY (UMBRELLA) INSURANCE COMMERCIAL GENERAL LIABILITY COVERAGE PART CYBERFIRST ESSENTIALS LIABILITY COVERAGE PART CYBERFIRST LIABILITY COVERAGE EMPLOYEE BENEFITS LIABILITY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART EMPLOYMENT PRACTICES LIABILITY+ WITH IDENTITY FRAUD EXPENSE REIMBURSEMENT COV- ERAGE PART ENVIRONMENTAL HAZARD POLICY EXCESS (FOLLOWING FORM) LIABILITY INSURANCE LAW ENFORCEMENT LIABILITY COVERAGE PART LIMITED ABOVE GROUND POLLUTION LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDFIRST PRODUCTS/COMPLETED OPERATIONS, ERRORS AND OMISSIONS, AND INFORMATION SECURITY LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART PUBLIC ENTITY MANAGEMENT LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY – NEW YORK DEPARTMENT OF TRANS- PORTATION TRIBAL BUSINESS MANAGEMENT LIABILITY COVERAGE PART Any other Commercial Liability coverage included in this policy that is subject to the federal Terrorism Risk Insurance Act of 2002 as amended PROVISIONS The federal Terrorism Risk Insurance Act of 2002 as amended ("TRIA") establishes a program under which the Federal Government may partially reimburse "Insured Losses" (as defined in TRIA) caused by "Acts Of Terror- ism" (as defined in TRIA). Act Of Terrorism is defined in Section 102(1) of TRIA to mean any act that is certified by the Secretary of the Treasury – in consultation with the Secretary of Homeland Security and the Attorney Gen- eral of the United States – to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States Mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influ- ence the policy or affect the conduct of the United States Government by coercion. The Federal Government's share of compensation for such Insured Losses is established by TRIA and is a per- centage of the amount of such Insured Losses in excess of each Insurer's "Insurer Deductible" (as defined in TRIA), subject to the "Program Trigger" (as defined in TRIA). Through 2020, that percentage is established by TRIA as follows: 85% with respect to such Insured Losses occurring in calendar year 2015. 84% with respect to such Insured Losses occurring in calendar year 2016. 83% with respect to such Insured Losses occurring in calendar year 2017. 82% with respect to such Insured Losses occurring in calendar year 2018. 81% with respect to such Insured Losses occurring in calendar year 2019. 80% with respect to such Insured Losses occurring in calendar year 2020. IL T3 68 01 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 In no event, however, will the Federal Government be required to pay any portion of the amount of such Insured Losses occurring in a calendar year that in the aggregate exceeds $100 billion, nor will any Insurer be required to pay any portion of such amount provided that such Insurer has met its Insurer Deductible. Therefore, if such In- sured Losses occurring in a calendar year exceed $100 billion in the aggregate, the amount of any payments by the Federal Government and any coverage provided by this policy for losses caused by Acts Of Terrorism may be reduced. For each coverage provided by this policy that applies to such Insured Losses, the charge for such Insured Losses is included in the premium for such coverage. The charge for such Insured Losses that has been included for each such coverage is indicated below, and does not include any charge for the portion of such Insured Losses covered by the Federal Government under TRIA. • 1% of each applicable Commercial Liability Coverage premium. Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved. IL T3 68 01 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 PN T5 84 02 09 COLORADO DISCLOSURE FORM CLAIMS-MADE LIABILITY COVERAGE FORM IMPORTANT NOTICE TO POLICYHOLDERS Page 1 of 2 THIS DISCLOSURE FORM IS NOT YOUR POLICY. IT MERELY DESCRIBES SOME OF THE MAJOR FEATURES OF OUR CLAIMS-MADE LIABILITY COVERAGE FORM. READ YOUR FORM CAREFULLY TO DETERMINE RIGHTS, DUTIES, AND WHAT IS AND IS NOT COVERED. ONLY THE PROVISIONS OF YOUR FORM DETERMINE THE SCOPE OF YOUR INSURANCE COVERAGE. NOTE: CERTAIN WORDS OR PHRASES IN THIS NOTICE MAY HAVE DEFINED MEANINGS. REFER TO THE DEFINITIONS SECTION OF THE COVERAGE FORM. Your policy includes claims-made liability coverage. It applies only to claims or suits that seek damages to which the insurance applies, and that are first made or brought against any insured during the policy period or any extended reporting period we provide. An extended reporting period is available to you by endorsement upon termination of your claims-made liability coverage. Extended reporting periods serve to extend the time during which claims or suits can be made or brought against any insured. OCCURRENCE VS. CLAIMS-MADE There is no difference in what is covered by either occurrence or claims-made liability coverage. Claims or suits that seek damages may be assigned to different policy periods, however, depending on which type of coverage you have purchased. In an occurrence form, coverage is provided for liability because of injury, loss or a wrongful act that occurs during the policy period, no matter when the claim or suit is made. In your claims-made form, coverage is provided for liability if the claim or suit that seeks damages to which the insurance applies is first made or brought against any insured during the policy period or any extended reporting period we provide. Under most circumstances, a claim or suit is considered made or brought when it is received by you or us; but sometimes a claim or suit can be deemed made or brought at an earlier time. This can happen when another claim or suit for the same damages has already been made. PRINCIPAL BENEFITS Under claims-made liability coverage, we will pay sums that the insured becomes legally obligated to pay as damages because of injury or loss to which the insurance applies. The principal benefits and coverages are explained in detail in your claims-made form. Please read it carefully and consult your agent about any questions you might have. EXCEPTIONS, REDUCTIONS AND LIMITATIONS Your claims-made liability coverage and endorsements contain certain exceptions, reductions and limitations. Please read them carefully and consult your agent about any questions you might have. EXTENDED CLAIMS-MADE REPORTING PERIODS Once you have claims-made liability coverage, you must decide whether to purchase an optional extended reporting period endorsement if, for any reason, you do not continue or renew that coverage. This is especially true if you change insurers and the new insurer: a. restricts coverage for "prior acts" or "prior injury or damage"; or b. provides occurrence rather than claims-made liability coverage. WARNING If you do not buy the endorsement, you will be faced with a potentially serious gap in coverage between the coverage that was provided by the old insurer and that which is afforded by the new insurer. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Page 2 of 2 PN T5 84 02 09 If your claims-made liability coverage with us is cancelled or not renewed, or replaced or renewed by us with insurance that applies on other than a claims-made basis, we will offer to you an extended reporting endorsement for that coverage. Renewal Premiums During the first years of continuing claims-made liability coverage, claims-made premiums are comparatively lower than equivalent occurrence liability coverage premiums. But you can expect annual premium increases in years subsequent to the first claims-made year, in addition to any other premium increases due to other causes, until the claims-made coverage reaches maturity. Typically, a mature claims-made premium is nearly the same as the premium for equivalent occurrence liability coverage. Retroactive Date If a Retroactive Date is shown in the Declarations for the Coverage Part, there is no coverage for wrongful acts that occurred before the Retroactive Date, even if the claim is first made during the policy period or an extended reporting period. If no Retroactive Date is shown in the Declarations for the Coverage Part, the Retroactive Date will be deemed to be the first day of the policy period. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 CP-8458 (09-13) © 2013 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Thank you for choosing Travelers for your Cyber insurance needs. As a value-added service, your company now has access to the Travelers eRisk Hub®, powered by NetDiligence®. The Travelers eRisk Hub is a private web-based portal containing information and technical resources that can assist you in the prevention of network, cyber and privacy events and support you in a timely response if an incident occurs. The Travelers eRisk Hub portal features news, content and services from leading practitioners in risk management, computer forensics, forensic accounting, crisis communications, legal counsel, and other highly-specialized segments of cyber risk. Please note the following: 1. The Travelers eRisk Hub portal is a private site provided to customers of Travelers. Please do not share portal access instructions with anyone outside your organization. You are responsible for maintaining the confidentiality of the Access Code provided. 2. You must register to use the portal. Ideal candidates include your company’s Risk Manager, Compliance Manager, Privacy Officer, IT Operations Manager and Legal Counsel. 3. The Travelers eRisk Hub contains a directory of experienced providers of cyber risk management and breach recovery services. Travelers does not specifically endorse these companies or their respective services. Before you engage any of these companies, we urge you to conduct your own due diligence to ensure the companies and their services meet your needs. Unless otherwise indicated or approved, payment for services provided by these companies is your responsibility. 4. Should you experience a data breach event, you may choose to call the Breach Coach® listed in the portal for immediate triage assistance. Your initial consultation of up to one half-hour is free of charge. Please be aware that the Breach Coach service is provided by a third-party law firm. Therefore, contacting the Breach Coach does NOT satisfy the claim or event notification requirements of your policy. If you wish to report a claim or event to Travelers visit us at: https://www.travelers.com/claim/index.aspx. To register for the Travelers eRisk Hub: 1. Go to https://www.eriskhub.com/travelers.php. 2. Complete the registration form. Your Access Code is 13881. 3. Once registered, you can access the portal immediately. This material does not amend, or otherwise affect, the provisions or coverages of any insurance policy or bond issued by Travelers. It is not a representation that coverage does or does not exist for any particular claim or loss under any such policy or bond. Coverage depends on the facts and circumstances involved in the claim or loss, all applicable policy or bond provisions, and any applicable law. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 OVERPRINT POLICY NUMBER: ISSUE DATE: RATER: EFFECTIVE DATE: EXPIRATION DATE: CHANGE /CHANGE SLIP 680-9H509713-16-42 01/24/2017 KL CHANGE EFFECTIVE DATE: 01-12-17 12/16/2016 12/16/2017 INSURED'S NAME: New/Renewal: Special Code: Watch File: Solicitor Code: Program Code: Survey Code: SAI: Paymode: Reinsurance: MSI: Audit Frequency: Rating Mode: Responsibility: Pro Rata Factor: PREMIUM SUMMARY DOWNSTREAM BANG THE TABLE USA, LLC N U16 5247M5207 L f I N I 0.926 ACCT. EFF. PREMIUM MO. DATE S.B. 20/01 01-12-17 1,944.00 1,944.00 1,944.00 .1500 Type Code Type Code Description OFFICE: PRODUCER NAME: Page of DENVER CO 052 GIA RISK MANAGEMENT LLC CTG41 1 1 DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 cient proof of notice. 4. The following condition is added and supersedes any other provision to the contrary: Increase In Premium Or Decrease In Coverage We will not increase the premium unilaterally or decrease the coverage benefits on renewal of this policy unless we mail through first-class mail writ- ten notice of our intention, including the actual reason, to the first Named Insured's last mailing address known to us, at least 45 days before the effective date. Any decrease in coverage during the policy term must be based on one or more of the following reasons: a. Nonpayment of premium; b. A false statement knowingly made by the in- sured on the application for insurance; or c. A substantial change in the exposure or risk other than that indicated in the application and underwritten as of the effective date of the policy unless the first Named Insured has notified us of the change and we accept such change. If notice is mailed, proof of mailing will be suffi- cient proof of notice. 5. If your policy includes claims-made liability cover- age, the following condition is added for that cov- erage and supersedes any other provision to the contrary: DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 disparages a person's or organization's goods, products or services, provided that the "claim" is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services dis- paraged; or e. Oral or written publication, including publica- tion by electronic means, of material that: (1) Appropriates a person's name, voice, photograph or likeness; or (2) Unreasonably places a person in a false light. CYBER LIABILITY PR T5 14 01 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 and where providing this insurance would violate the laws or regulations of such country or jurisdiction. 7. The following replaces the definition of "coverage territory" in the DEFINITIONS Section of each liability coverage form shown above that is part of your policy: "Coverage territory" means anywhere in the world. CYBER LIABILITY Page 2 of 2 © 2014 The Travelers Indemnity Company. All rights reserved. PR T5 21 03 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 cyber liability loss" made or brought against a "foreign insured organization", or any other insured for whom such "foreign insured organization" is liable, the first Named Insured must: (1) Arrange to investigate and defend such "claim" or "suit"; (2) Notify us in writing in advance of any proposed settlement of such "claim" or "suit"; and (3) Comply with all other conditions of this insurance as if such "claim" or "suit" were made or brought against any insured that is not a "foreign insured organization". 6. The following is added to the DEFINITIONS Section in the CYBERFIRST ESSENTIALS GENERAL PROVISIONS FORM: "CyberFirst Essentials first-party coverage" means any of the following coverages, if part of your policy: a. Security Breach Notification And Remediation Expenses And Payment Card Expenses Coverage; or CYBER LIABILITY PR T5 21 03 15 © 2014 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Loss arising out of any actual or alleged viola- tion of any securities, antitrust or restraint of trade laws. SECTION II – DEFINITIONS 1. "Bodily injury": a. Means any harm, including sickness or dis- ease, to the health of a person. b. Includes mental anguish, injury or illness, or emotional distress. 2. "Coverage territory" means anywhere in the world, provided that no trade sanction, embargo or similar regulation imposed by the United States of America prohibits us from covering the loss. 3. "Errors and omissions wrongful act" means any error, omission or negligent act. 4. "Independent contractor" means any person who is not the insured's "employee" or "volunteer worker", but who performs duties related to the conduct of the insured's business because of a contract or agreement between the insured and that person for specified services. 5. "Pre-release phase" means the period of time before: a. Final acceptance of "your technology prod- ucts or services" by your customer; or b. Acceptance of the portion of "your technology products or services" from which the loss is caused, if your customer has agreed in your contract or agreement to periodically accept such portion of "your technology products or services". 6. "Property damage" means physical damage to tangible property of others, including all resulting loss of use of that property. For the purposes of this insurance, data, including information, facts or programs in any electronic or other format, is not tangible property. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 Loss arising out of any: (1) Cost guarantee or probable cost estimate being exceeded; or (2) Cost overrun. d. Costs To Comply With Your Warranties Or For Recall, Removal Or Withdrawal Any cost or expense incurred by any insured or others: (1) To comply with any warranty for "your technology products or services"; (2) To repair, replace, upgrade, supplement, or otherwise improve "your technology products or services"; (3) For the recall, removal, or withdrawal of "your technology products or services" from the market or from use by any per- son or organization for any reason; or (4) For the adjustment, inspection, or dis- posal of "your technology products or services". Paragraphs (2), (3) and (4) of this exclusion do not apply to loss of use of "your technol- ogy products or services". e. Delay In Delivery, Or Failure To Deliver Or Begin, Your Technology Products Or Ser- vices. Loss arising out of any: (1) Delay in the delivery of; (2) Failure to deliver; or (3) Failure to begin; "your technology products or services". f. Developmental Risk Loss arising out of any "errors and omissions wrongful act" committed before or during the "pre-release phase" of "your technology products or services" and that happens during DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 dance with Paragraph e. below, during the policy period or any Extended Report- ing Period we provide under Section VI – Extended Reporting Periods in your Cy- berFirst Essentials General Provisions Form. c. Each "errors and omissions wrongful act" in a series of "related errors and omissions wrong- ful acts" will be deemed to have been commit- ted on the date the first wrongful act in that series is committed. d. If no Errors and Omissions Retroactive Date is shown in the Declarations of this Coverage Part, the Errors and Omissions Retroactive Date will be deemed to be the first day of the policy period. e. A "claim" or "suit" that seeks "damages" will be deemed to have been first made or brought at the earlier of the following times: (1) When we or any "described authorized person" first receives written notice of such "claim" or "suit", whichever is first; or (2) When we first receive written notice from any insured of a specific "errors and omissions wrongful act" that caused the loss which resulted in such "claim" or "suit". All "claims" or "suits" that seek "damages" because of loss caused by the same "errors and omissions wrongful act" or "related errors DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 to prevent such unauthorized access or use. c. Intellectual Property Loss arising out of any actual or alleged in- fringement or violation of any of the following rights or laws committed by or on behalf of an insured: (1) Copyright; (2) Patent; (3) Trade dress; (4) Trade name; (5) Trade secret; (6) Trademark; or (7) Other intellectual property rights or laws. d. Profits Disgorgement of profits, accounting or award of profits, or any other return of profits. e. Property Damage "Property damage". SECTION II – DEFINITIONS 1. "Bodily injury": a. Means any harm, including sickness or dis- ease, to the health of a person. b. Includes mental anguish, injury or illness, or emotional distress. 2. "Coverage territory" means anywhere in the world, provided that no trade sanction, embargo or similar regulation imposed by the United States of America prohibits us from covering the loss. 3. "Identity information" means any of the following information concerning a person: a. Nonpublic personal information as defined in the Gramm-Leach Bliley Act of 1999, or any of its amendments, or any regulation issued pursuant to such Act; b. Medical or health care information, including protected health information as defined in the Health Insurance Portability and Accountabil- ity Act of 1996, or any of its amendments, or any regulation issued pursuant to such Act; DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 ing Period we provide under Section VI – Extended Reporting Periods in your Cy- berFirst Essentials General Provisions Form. c. Each "information security wrongful act" in a series of "related informat ion security wrong- ful acts" will be deemed to have been commit- ted on the date the first wrongful act in that series is committed. d. If no Information Security Retroactive Date is shown in the Declarations of this Coverage Part, the Information Security Retroactive Date will be deemed to be the first day of the policy period. e. A "claim" or "suit" that seeks "damages" will be deemed to have been first made or brought at the earlier of the following times: (1) When we or any "described authorized person" first receives written notice of such claim" or "suit", whichever is first; or (2) When we first receive written notice from any insured of a specific "information se- curity wrongful act" that caused the loss which resulted in such "claim" or "suit". All "claims" or "suits" that seek "damages" because of loss caused by the same "infor- mation security wrongful act" or "related in- formation security wrongful acts" will be deemed to have been first made or brought at the time the first of those "claims" or "suits" is first made or brought against any insured. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the "claim" is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services dis- paraged; or e. Oral or written publication, including publica- tion by electronic means, of material that: (1) Appropriates a person's name, voice, photograph or likeness; (2) Unreasonably places a person in a false light; or (3) Discloses information about a person's private life. 22. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 23. "Related wrongful acts" means any of the follow- ing: a. "Related errors and omissions wrongful acts", if the CyberFirst Essentials Technology Prod- ucts Or Services Errors And Omissions Liabil- ity Coverage Form is part of your policy. b. "Related information security wrongful acts", if the CyberFirst Essentials Information Security Liability Coverage Form is part of your policy. 24. "Slogan" means a phrase that others use for the purpose of attracting attention in their advertising. 25. "Spouse" includes a "domestic partner". 26. "Suit" means a civil proceeding that seeks "dam- ages". "Suit" includes: a. An arbitration proceeding that seeks such "damages" and to which the insured must submit or submits with our consent; and b. Any other alternative dispute resolution pro- ceeding that seeks such "damages" and to which the insured submits with our consent. 27. "Title" means a name of a literary or artistic work. 28. "Unsolicited communication": DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 b. Any person while he or she is: (1) Your "spouse", if you are an individual; (2) Your partner or member, or his or her "spouse", if you are a partnership or joint venture; (3) Your manager or member, if you are a limited liability company; (4) Your appointed or elected official, director or "executive officer", if you are a public entity; (5) Your director or "executive officer", if you are an organization other than a partner- ship, joint venture, limited liability com- pany or public entity; or (6) Your risk manager, or any leader of your legal, finance, risk management or other department that is responsible for insur- ance matters. 11. "Domestic partner" means any person who quali- fies as a domestic partner, or party to a civil un- ion, under any: a. Applicable federal, state, local or foreign law; or b. Formal program established by the insured. 12. "Electrical or mechanical interruption or failure" means any: a. Electrical disturbance, surge, spike, brownout or blackout; or b. Outage to gas, water, telephone, Internet, ca- ble, satellite, telecommunication or other in- frastructure. 13. "Employee" includes a "leased worker". "Em- ployee" does not include a prisoner employed by any insured. 14. "Executive officer" means a person holding any of the officer positions created by your charter, con- stitution, by-laws or any other similar governing document. 15. "Grounding" means the withdrawal of one or more aircraft from flight operations or the imposition of speed, passenger or load restrictions on such air- craft, by reason of the actual, alleged or sus- DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 craft, missile, balloon or spacecraft. b. Includes: (1) Software used in connection with, or in- corporated into aircraft, aircraft parts, air- craft equipment or aircraft accessories, including ground handling tools and equipment; (2) Software used at an airport for the pur- pose of guidance, navigation or direction of aircraft whether an aircraft is in flight or on the ground; and (3) Training aids, navigation charts, naviga- tion aids, manuals, blueprints, engineer- ing or other data or advice, and services and labor relating to such aircraft or prod- ucts. 5. "Claim" means a written demand that seeks "damages". 6. "Controlled organization" means any organization in which any insured owns the controlling owner- ship interest. 7. "Controlling person or organization" means any person or organization that owns the controlling ownership interest in you. 8. "Damages": a. Means a monetary amount paid to a claimant for loss. b. Does not include: (1) Credits. (2) Voluntary payments. (3) Amounts actually paid to you by your cus- tomer in exchange for products, services or work. (4) An offset of fees, charges or commissions owed to you by your customer. (5) Any fine or penalty imposed by law or regulation against the insured. (6) The portion of any multiplied damage award that exceeds the amount multi- plied. (7) License fees or royalties of any kind. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 haustion of its applicable limit of insurance. 4. A Supplemental Extended Reporting Period of unlimited duration is available if this Coverage Part is canceled or not renewed, but only by an endorsement and for an extra charge. This sup- plemental period replaces the Basic Extended Reporting Period. The Supplemental Extended Reporting Period will not go into effect unless we receive all of the fol- lowing within 90 days after the end of the policy period and you have fulfilled all other duties, and complied with all other conditions and require- ments, under this Coverage Part: a. A written request from you to purchase the Supplemental Extended Reporting Period Endorsement; b. Full payment of the earned premium for all of "your cyber liability coverage forms"; c. Payment of the additional premium for the Supplemental Extended Reporting Period Endorsement; and d. Repayment of any deductible you owe us un- der this Coverage Part. We will determine the additional premium for that endorsement in accordance with our rules and rates. The additional premium will not exceed 200% of the annual premium for this Coverage Part. This endorsement will set forth the terms, not in- consistent with this Section VI – Extended Re- porting Periods, applicable to the Supplemental Extended Reporting Period, including a provision to the effect that the insurance afforded for "claims" or "suits" first made or brought against any insured during such period is excess over any valid and collectible other insurance available under insurance in force after the Supplemental Extended Reporting Period starts. SECTION VII – DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific mar- ket segments about your goods, products or ser- vices for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 10. Transfer Of Control Of Defense Before the applicable limit of insurance is used up, you may take over control of the defense, in- cluding the appeal, of any outstanding "claim" or "suit" previously reported to us if: a. We and you agree; or b. A court orders you to do so. If the applicable limit of insurance is used up, we will notify you as soon as practicable of all out- standing "claims" or "suits", so you can arrange to take over control of their defense. We agree to take whatever steps are necessary during a transfer of control of defense of an out- standing "claim" or "suit" to continue that defense and avoid a default judgment during such trans- fer. When we take such steps, you agree that we do not waive or give up any of our rights. You also agree to repay the reasonable expenses we incur for such steps taken after the applicable limit of insurance is used up. 11. When We Are Prohibited From Defending An Insured If the laws or regulations of a country or jurisdic- tion prohibit us from fulfilling our duty to defend an insured, the insured will be responsible for provid- ing that defense. We will repay that insured for the reasonable "defense expenses" incurred to provide such defense. Such payments will reduce the Limits of Insurance. Our duty to make such payments ends when we have used up the appli- cable limit of insurance in the payment of judg- ments, settlements or "defense expenses". 12. When We Are Prohibited From Paying Dam- ages On Behalf Of An Insured If the laws or regulations of a country or jurisdic- tion prohibit us from paying, on behalf of an in- sured, amounts that the insured must pay as "damages" for loss to which the insurance pro- vided under one or more of "your cyber liability coverage forms" applies, the insured may pay such "damages" with our consent. If the insured gives us proof of such payments, we will repay the insured for such "damages". But we will only repay the insured for such "damages" up to the applicable limit of insurance. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 rates. b. The premium shown in the Common Policy Declarations may be an advance premium. If it is an advance premium, your policy will con- tain an endorsement that shows when and how we will compute your earned premium. If the earned premium is greater than the ad- vance premium, we will send a bill to the first Named Insured shown in the Common Policy Declarations. The due date for audit and ret- rospective premiums is the date shown as the due date on the bill. If the earned premium is less than the advance premium, we will return the excess to the first Named Insured. How- ever, if the earned premium is less than the minimum premium we are allowed to charge, your premium will never be less than such minimum premium. c. If the premium is an advance premium, the first Named Insured shown in the Common Policy Declarations must keep records of the information we need for premium computation and must send us copies of those records at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accu- rate and complete; b. Those statements are based upon represen- tations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional er- ror in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect addi- tional premium or to exercise our rights of cancel- lation or nonrenewal in accordance with applica- ble insurance laws or regulations. 7. Separation Of Insureds Except with respect to the limits of insurance, and any rights or duties specifically assigned in this DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 insured's estate will not relieve us of our obliga- tions under this Coverage Part. 2. Duties In The Event Of A Wrongful Act, Claim Or Suit a. You must see to it that we are notified as soon as practicable of a "wrongful act" which may result in a "claim" or "suit". To the extent possible, notice should include: (1) How, when and where the "wrongful act" was committed; (2) The nature and location of any loss caused by the "wrongful act"; (3) The names and addresses of any per- sons or organizations sustaining such loss, and the names and addresses of any witnesses; and (4) The names and addresses of each in- sured that committed the "wrongful act". b. If a "claim" is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the "claim" or "suit" and the date received; and (2) Notify us in writing of the "claim" or "suit" as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any de- mands, notices, summonses or legal pa- pers received in connection with the "claim" or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, defense or settlement of the "claim" or "suit"; and (4) Assist us, upon our request, in the en- forcement of any right against any person or organization which may be liable to the insured because of loss to which the in- surance provided under any of "your cy- ber liability coverage forms" may also ap- ply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 SECTION III – LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations of this Coverage Part and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. "Claims" made or "suits" brought; or c. Persons or organizations making "claims" or bringing "suits". The Limits of Insurance will not be reduced by the payment of any applicable deductible. 2. The Aggregate Limit is the most we will pay for the sum of all "damages" and "defense expenses" for the combined total of all "claims" or "suits" for loss to which the insurance provided under one or more of "your cyber liability coverage forms" ap- plies. If no amount is shown for the Aggregate Limit in the Declarations of this Coverage Part, the Ag- gregate Limit will be the higher of the Each Wrongful Act Limit or $25,000. 3. Subject to Paragraph 2. above, the Each Wrong- ful Act Limit is the most we will pay for the sum of all "damages" and "defense expenses" for all "claims" or "suits" for loss: a. To which the insurance provided under one or more of "your cyber liability coverage forms" applies; and b. That is caused by the same "wrongful act" or "related wrongful acts". 4. When any of "your cyber liability coverage forms" and any other policy or insuring clause in a cov- erage form or bond written by us or any of our af- filiated insurance companies and issued to you or any "controlled organization" or "controlling per- son or organization" apply or applied to the same "claim" or "suit", the most we will pay for "dam- ages" and "defense expenses" is the highest limit of insurance that applies or applied to the same "claim" or "suit" under any one of those policies or clauses. This paragraph does not apply to umbrella insur- ance, or excess insurance, written by us or any of our affiliated insurance companies and issued to you or any "controlled organization" or "controlling person or organization" specifically to apply in ex- cess of the Limits of Insurance shown in the Dec- larations of this Coverage Part. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 ability as your stockholders. 2. Each of the following is also an insured: a. Your "volunteer workers", but only while per- forming duties related to the conduct of your business, and your "employees", other than either your managers (if you are a limited li- ability company) or your "executive officers" (if you are an organization other than a part- nership, joint venture, limited liability company or public entity), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. b. Your legal representative if you die, become mentally incompetent, insolvent or bankrupt, but only with respect to duties as such. That representative will have all your rights and du- ties under this Coverage Part. c. Members of "your boards" (if you are a public entity), but only for the conduct of their duties for you or for "your boards". "Employees" of "your boards" are also insureds, but only for work done within the scope of their employ- ment by "your boards", or their performance of duties related to the conduct of the opera- tions of "your boards". 3. Any organization you newly acquire or form, other than a partnership or joint venture, that has: a. Gross revenue less than or equal to 10% of your gross revenue at the time of such acqui- sition or formation will qualify as a Named In- sured if there is no other insurance which provides similar coverage to that organiza- tion; b. Gross revenue greater than 10% of your gross revenue at the time of such acquisition or formation will qualify as a Named Insured if there is no other insurance which provides similar coverage to that organization. How- ever coverage under this provision is pro- vided only: (1) Until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 90 days after you acquire or form it; or DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 (2) The Federal Communications Commis- sion; or (3) Any other federal, national, state, local, or foreign government, agency, or entity. This exclusion does not apply to any "claim" made or "suit" brought by or on behalf of a federal, national, state, local, or foreign gov- ernment, agency, or entity in its capacity as your customer. j. Injunctive Relief Any loss, cost or expense arising out of com- plying with any injunctive or other non- monetary relief or any agreement to provide such relief. k. Known Wrongful Acts Loss arising out of any "wrongful act", includ- ing any part of "related wrongful acts", that any "described authorized person" knew about before the first date we or any of our af- filiated insurance companies have continu- ously provided this or similar coverage to you. l. Nuclear Energy Loss arising out of the "hazardous properties" of "nuclear material". m. Professional Services Loss arising out of the providing or failing to provide professional services by or on behalf of the insured while acting or working as any of the following: (1) Accountant; (2) Architect or surveyor; (3) Lawyer; (4) Insurance agent, broker, company, con- sultant or representative; (5) Real estate agent or broker; or (6) Civil or structural engineer. This insurance also does not apply to loss arising out of the providing or failing to pro- DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 surance. Our duty to make such payments ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or "de- fense expenses". 3. Exclusions Applying To All Of Your Cyber Li- ability Coverage Forms The following exclusions apply to all coverages provided under "your cyber liability coverage forms". These exclusions are in addition to the exclusions contained in each such coverage form and that apply only to the coverage provided un- der such coverage form. The insurance provided under "your cyber liability coverage forms" does not apply to: a. Advertising Injury Or Personal Injury "Advertising injury" or "personal injury". b. Aircraft Products Or Work Loss arising out of: (1) Any "aircraft product" provided to others; (2) Any "aircraft work" provided or performed for others; or (3) The "grounding" of any aircraft. c. Claims Or Suits By Certain Persons Or Organizations Loss for which a "claim" is made or "suit" is brought by or on behalf of any "controlled or- ganization" or "controlling person or organiza- tion". d. Contractual Liability Loss for which the insured is obligated to pay "damages" by reason of the assumption of li- ability in a contract or agreement that was made after the "wrongful act", including any part of "related wrongful acts", that caused such loss was known by any "described au- thorized person". This exclusion does not apply to loss for which the insured would have liability for "damages" without the contract or agreement. DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 amount of a proposed settlement of a "claim" or "suit" and you do not consent to that pro- posed settlement, in the event of any later settlement or judgment in which the insured incurs "damages" for such "claim" or "suit", the most we will pay for the combined total of "damages" and "defense expenses" incurred for such "claim" or "suit" after the date you re- fused to give us such consent will be the amount of "damages" we were willing to pay for the proposed settlement. b. We will have the right, but not the duty, to de- fend your indemnitee as if it were an insured under Paragraph a. above if all of the follow- ing conditions are met: (1) The "claim" or "suit" against the indem- nitee seeks "damages" for loss for which you are obligated to pay by reason of the assumption of that indemnitee's liability in a contract or agreement that was made before the "wrongful act", including any part of "related wrongful acts", that caused such loss was known by any "de- scribed authorized person"; (2) The insurance provided under one or more of "your cyber liability coverage forms" applies to such liability assumed by you; and (3) The obligation to defend, or the cost of the defense of, the indemnitee, has also been assumed by you in the same con- tract or agreement. When we defend a "claim" or "suit" against your indemnitee, we will pay reasonable "de- fense expenses". Payment of such "defense DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER (MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY) POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $ $ OCCUR CLAIMS-MADE DED RETENTION $ PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $ EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD 02/07/2017 Automatic Data Processing Insurance Agency, Inc. 1 Adp Boulevard Roseland, NJ 07068 BANG THE TABLE USA LLC DBA: Bang the Table USA LLC 1434 SPRUCE ST STE 100 Boulder, CO 80302 Travelers Casualty Insurance Company of America 19046 619680 A N N UB3H71343616 06/15/2016 06/15/2017 X 1,000,000 1,000,000 1,000,000 BANG THE TABLE USA LLC 1434 SPRUCE ST STE 100 Boulder, CO 80302 DocuSign Envelope ID: 0A7C5686-0EE7-4567-9428-56A17CFB17D1