and before the end of the Policy Period.

Transcription

1 In consideration of payment of the premium and subject to the Declarations, limitations, conditions, provisions and other terms of this Policy, the Company and the Insured agree as follows: Insuring Clause 1 Content Injury 1. The Company shall pay, on behalf of the Insured, Loss on account of any Claim first made against the Insured during the Policy Period or, if exercised, during the Extended Reporting Period, for Content Injury resulting directly from Cyber Activities of such Insured, provided such Cyber Activities first occurred on or after the Retroactive Date and before the end of the Policy Period. Insuring Clause 2 Reputational Injury 2. The Company shall pay, on behalf of the Insured, Loss on account of any Claim first made against the Insured during the Policy Period or, if exercised, during the Extended Reporting Period, for Reputational Injury resulting directly from Cyber Activities of such Insured, provided such Cyber Activities first occurred on or after the Retroactive Date and before the end of the Policy Period. Insuring Clause 3 Conduit Injury 3. The Company shall pay, on behalf of the Insured, Loss on account of any Claim first made against the Insured during the Policy Period or, if exercised, during the Extended Reporting Period, for Conduit Injury resulting directly from: a. the transmission of a Cyber-attack into a System owned by an Insured Organization, provided such Cyber-attack was then received into a third party s System; or b. a natural person who has accessed a third party s System without authorization through a System owned by an Insured Organization, provided such transmission or access occurred on or after the Retroactive Date and before the end of the Policy Period. Insuring Clause 4 Impaired Access Injury 4. The Company shall pay, on behalf of the Insured, Loss on account of any Claim first made against the Insured during the Policy Period or, if exercised, during the Extended Reporting Period, for Impaired Access Injury resulting directly from: a. the transmission of a Cyber-attack into a System owned by an Insured Organization; b. a natural person who has accessed a System owned by an Insured Organization without authorization; or c. a natural person who has exceeded authorized access to a System owned by an Insured Organization, provided such transmission or access occurred on or after the Retroactive Date and before the end of the Policy Period. Form (1-04) Copyright, Chubb & Son, a division of Federal Insurance Company, 2003 Page 2 of 16 <NYFTZFOOTER><NYFTZNOTICE>

2 Insuring Clause 5 Disclosure Injury 5. The Company shall pay, on behalf of the Insured, Loss on account of any Claim first made against the Insured during the Policy Period or, if exercised, during the Extended Reporting Period, for Disclosure Injury resulting directly from: a. the transmission of a Cyber-attack into a System owned by an Insured Organization; b. a natural person who has accessed a System owned by an Insured Organization without authorization; or c. a natural person who has accessed a System owned by an Insured Organization with authorization and used such access to obtain information in such System that such natural person was not entitled to obtain, provided such transmission or access occurred on or after the Retroactive Date and before the end of the Policy Period. Extended Reporting Period 6. If the Company terminates or does not renew this Policy, other than termination by the Company for nonpayment of premium, the Parent Organization and the Insured shall have the right, upon payment of the additional premium set forth in ITEM 6(A) of the Declarations, to an extension of the coverage granted by this Policy for Claims that are: a. first made during the period set forth in ITEM 6(B) of the Declarations (the "Extended Reporting Period") following the effective date of termination or nonrenewal; and b. reported to the Company in writing within the time provided in Section 11, Reporting and Notice, but only to the extent such Claims are for Injury occurring before the earlier of the effective date of termination or nonrenewal or the date of the first merger, consolidation, acquisition, cessation or Financial Impairment described in Section 14c., Acquisition of Parent Organization By Another Organization or Section 14d., Cessation of Subsidiaries. The offer of renewal terms and conditions or premiums different from those in effect prior to renewal shall not constitute refusal to renew. The right to purchase an extension coverage as described in this section shall lapse unless written notice of election to purchase the extension, together with payment of the additional premium due, is received by the Company within thirty (30) days after the effective date of termination or nonrenewal. Any Claim made during the Extended Reporting Period shall be deemed to have been made during the immediately preceding Policy Period. The entire additional premium for the Extended Reporting Period shall be deemed fully earned at the inception of such Extended Reporting Period. Exclusions 7. The Company shall not be liable for Loss on account of any Claim: a. based upon, arising from, or in consequence of any fact, circumstance, situation, transaction, event, act or omission that, before the inception date of this Policy, was the subject of any notice given under any policy of which this Policy is a direct or indirect renewal or replacement; Form (1-04) Copyright, Chubb & Son, a division of Federal Insurance Company, 2003 Page 3 of 16

3 Exclusions b. based upon, arising from, or in consequence of any demand, suit or other proceeding pending against, or order, decree or judgment entered for or against any Insured, on or prior to the Pending or Prior Date set forth in ITEM 8 of the Declarations, or the same or substantially the same fact, circumstance or situation underlying or alleged therein; c. based upon, arising from, or in consequence of any fact, circumstance, situation, transaction, event, act or omission of which any Insured had knowledge prior to the inception date of the first CyberSecurity by Chubb SM Liability Insurance Policy issued and continuously renewed by the Company to the Parent Organization; d. brought or maintained by or on behalf of any Insured in any capacity; provided that this Exclusion shall not apply to a Claim brought and maintained by an Insured Individual solely in his or her capacity as a Customer; e. based upon, arising from, or in consequence of any claim or proceeding brought by or on behalf of any: (1) federal, state, or local government agency or authority; or (2) licensing or regulatory organization; f. based upon, arising from, or in consequence of any employment practices act or omission, regardless of whether committed in the course of employment, by, on behalf of, or with the consent of any Insured; this Exclusion applies whether an Insured is liable as an employer or in any other capacity; g. for any actual or alleged violation of the responsibilities, obligations or duties imposed on fiduciaries by the Employee Retirement Income Security Act of 1974, or any amendments thereto, or any rules or regulations promulgated thereunder, or any similar provisions of any federal, state, or local statutory law or common law anywhere in the world; h. for bodily injury, mental anguish, emotional distress, sickness, disease or death of any person or damage to or destruction of any tangible property including loss of use thereof whether or not it is damaged or destroyed; i. based upon, arising from, or in consequence of: (1) any actual, alleged, or threatened exposure to, or generation, storage, transportation, discharge, emission, release, dispersal, escape, treatment, removal or disposal of any Pollutants; or (2) any regulation, order, direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize any Pollutants, or any action taken in contemplation or anticipation of any such regulation, order, direction or request, including but not limited to any Claim for financial loss to any Insured, its security holders or its creditors based upon, arising from, or in consequence of any matter described in (1) or (2) above; j. based upon, arising from, or in consequence of any riot or civil commotion, outside the United States of America or Canada, or any military, naval or usurped power, war or insurrection; Form (1-04) Copyright, Chubb & Son, a division of Federal Insurance Company, 2003 Page 4 of 16

4 Exclusions k. based upon, arising from, or in consequence of any nuclear fission, fusion or radioactivity; l. based upon, arising from, or in consequence of any act or omission by, on behalf of, or with the consent of any Insured that: (1) is intended by such Insured; or (2) would be expected from the standpoint of a reasonable person in the circumstances of such Insured, to cause loss or injury; m. based upon, arising from, or in consequence of any criminal, fraudulent or malicious act or omission by, on behalf of, or with the consent of any Insured; provided that, for the purpose of applying this Exclusion, no fact pertaining to or knowledge possessed by any Insured Individual shall be imputed to any other Insured Individual; n. based upon, arising from, or in consequence of any electronic, oral, written, or other publication of Matter by, on behalf of, or with the consent of any Insured: (1) with knowledge of its falsity; or (2) if a reasonable person in the circumstances of such Insured would have known such Matter to be false; o. based upon, arising from, or in consequence of any: (1) breach of contract or agreement; or (2) liability assumed by any Insured under any contract or agreement; provided that (1) above shall not apply to Conduit Injury, Impaired Access Injury or Disclosure Injury; p. based upon, arising from, or in consequence of the failure of goods, products, or services to conform with any electronic, oral, written, or other representation or warranty with respect to durability, fitness, performance, quality, or use; q. for Content Injury or Reputational Injury sustained by any natural person or organization that: (1) creates, designs, develops, or provides any content, material, or service for any Insured; or (2) is an assign or heir of any natural person or organization described in (1) above; this Exclusion applies regardless of whether such content, material, or service was jointly created, designed, developed, or provided by any Insured; r. for Content Injury or Reputational Injury that is based upon, arises from, or in consequence of any: (1) distribution or sale of, or offer to distribute or sell, any good, product, or service; or (2) other use of any good, product, or service, that actually or allegedly infringes or violates any Intellectual Property Law or Right relating to the appearance, design or function of any good, product or service; Form (1-04) Copyright, Chubb & Son, a division of Federal Insurance Company, 2003 Page 5 of 16

5 Exclusions s. based upon, arising from, or in consequence of: (1) controlling, creating, designing, or developing any natural person s or organization s Web site; (2) controlling, creating, designing, developing, determining, or providing the content or material of any natural person s or organization s Web site; or (3) controlling, facilitating, or providing, or failing to control, facilitate, or provide, access to the Internet; t. based upon, arising from, or in consequence of any actual or alleged infringement of, violation of, or assertion of any right to or interest in any: (1) patent; or (2) trade secret; u. based upon, arising from, or in consequence of any actual or alleged infringement of, violation of, or assertion of any right to or interest in any: (1) software or its source content or material; (2) computer code or its source content or material; or (3) expression, method, or process designed to control or facilitate any operation or other use of a computer or automated system; or v. based upon, arising from, or in consequence of: (1) the underwriting, securitizing, syndicating, promoting, or market making (as defined in section 3(A)(38) of the Securities Exchange Act of 1934 as amended) of any debt or equity security or other evidence of indebtedness, or any other similar investment banking activity; (2) rendering advice or recommendations regarding any actual, attempted or threatened merger, acquisition, divestiture, tender offer, proxy contest, leveraged buy-out, going private transaction, insolvency proceeding, reorganization, capital restructuring, recapitalization, spin-off, primary or secondary offering of debt or equity securities or other evidence of indebtedness, dissolution or sale of all or substantially all of the assets, debt or securities of a business entity or any effort to raise or furnish capital or financing for any enterprise or entity; (3) the rendering of fairness opinions regarding the valuation of any assets or business entity not held by an Insured as trustee; or (4) any acquisition or sale of securities by an Insured for such Insured s own account, or any disclosure requirements in connection with any of the foregoing. Limit of Liability, 8. The Company s maximum liability for all Loss on account of each Claim, whether Deductible and Coinsurance covered under one or more Insuring Clauses, shall be the Limit of Liability set forth in ITEM 3(A) of the Declarations. The Company s maximum aggregate liability for all Loss on account of all Claims first made during the Policy Period, whether covered under one or more Insuring Clauses, shall be the Aggregate Limit of Liability for each Policy Period set forth in ITEM 3(B) of the Declarations. Form (1-04) Copyright, Chubb & Son, a division of Federal Insurance Company, 2003 Page 6 of 16

6 Limit of Liability, Deductible and Coinsurance Defense Costs are part of, and not in addition to, the Limits of Liability set forth in the Declarations, and the payment by the Company of Defense Costs shall reduce and may exhaust such Limits of Liability. The Company s liability under this Policy shall apply only to that part of each Claim which is in excess of the applicable Deductible Amount set forth in ITEM 5 of the Declarations. Such Deductible Amount shall be depleted only by Loss otherwise covered under this Policy and shall be borne by the Insured uninsured and at their own risk. To the extent that Loss on account of a single Claim is covered under this Policy and is excess of the Deductible Amount, the Insureds shall bear uninsured and at their own risk that percentage of such Loss specified as the Coinsurance Percentage set forth in ITEM 4 of the Declarations. The Company s liability shall apply only to the remaining percentage of such Loss. All Related Claims shall be treated as a single Claim first made on the date the earliest of such Related Claims was first made, or on the date the earliest of such Related Claims is treated as having been made in accordance with Section 11, Reporting and Notice, regardless of whether such date is before or during the Policy Period. The Limits of Liability available during the Extended Reporting Period, if exercised, shall be the remaining portion, if any, of the Company's maximum Aggregate Limit of Liability for all Loss on account of all Claims first made during the immediately preceding Policy Period. Defense and Settlement 9. It shall be the duty of the Insured and not the duty of the Company to defend Claims made against the Insured. The Insured shall have the sole obligation under this Policy to retain defense counsel, which shall be subject to the approval of the Company, which shall not be unreasonably withheld. The Insured agrees not to settle any Claim, incur any Defense Costs or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company s written consent, which shall not be unreasonably withheld. The Company shall not be liable for any settlement, Defense Costs, assumed obligation or admission to which it has not consented. The Company may make any investigation it deems necessary and may, with the consent of the Parent Organization, on behalf of the Insured, settle any Claim. The Insured agrees to provide the Company with all information, assistance and cooperation which the Company reasonably requests and agrees that, in the event of a Claim, the Insured shall do nothing that may prejudice the Company s position or its potential or actual rights of recovery. The Company shall advance Defense Costs as provided under Section 10, Allocation, on a current basis. Any advancement of Defense Costs shall be repaid to the Company by the Insured, severally according to their respective interests, if and to the extent it is determined that such Defense Costs are not insured under this Policy. Form (1-04) Copyright, Chubb & Son, a division of Federal Insurance Company, 2003 Page 7 of 16

7 Allocation 10. If both Loss covered by this Policy and loss not covered by this Policy are incurred, either because a Claim against an Insured includes both covered and uncovered matters or because a Claim is made against both an Insured and others, the Insured and the Company shall allocate such amount between covered Loss and non-covered loss based upon the relative legal and financial exposures of the parties to covered and non-covered matters and, in the event of a settlement in such Claim, also based upon the relative benefits to the parties from such settlement. The Company shall not be liable under this Policy for the portion of such amount allocated to non-covered loss. If the Insured and the Company agree on an allocation of Defense Costs, the Company shall advance on a current basis Defense Costs allocated to the covered Loss. If the Insured and the Company cannot agree on an allocation: a. no presumption as to allocation shall exist in any arbitration, suit or other proceeding; b. the Company shall advance on a current basis Defense Costs which the Company believes to be covered under this Policy until a different allocation is negotiated, arbitrated or judicially determined; and c. the Company, if requested by the Insured, shall submit the dispute to binding arbitration. The rules of the American Arbitration Association shall apply except with respect to the selection of the arbitration panel, which shall consist of one arbitrator selected by the Insured, one arbitrator selected by the Company, and a third independent arbitrator selected by the first two arbitrators. Any negotiated, arbitrated or judicially determined allocation of Defense Costs on account of a Claim shall be applied retroactively to all Defense Costs on account of such Claim, notwithstanding any prior advancement to the contrary. Any allocation or advancement of Defense Costs on account of a Claim shall not apply to or create any presumption with respect to the allocation of other Loss on account of such Claim. As a condition of any payment of Defense Costs, the Company may, at its sole option, require a written undertaking on terms and conditions satisfactory to the Company guaranteeing the repayment of any Defense Costs paid to or on behalf of any Insured if it is finally determined that Loss incurred by such Insured would not be covered. Reporting and Notice 11. The Insured shall, as a condition precedent to exercising any right to coverage under this Policy, give to the Company written notice of any Claim as soon as practicable, but in no event later than the earliest of the following dates: a. sixty (60) days after the date on which any Insured Organization's chief financial officer, in-house general counsel, risk manager, president, chief executive officer or chairperson first becomes aware that the Claim has been made; b. if this Policy expires (or is otherwise terminated) without being renewed and if no Extended Reporting Period is purchased, sixty (60) days after the effective date of such expiration or termination; or c. the expiration date of the Extended Reporting Period, if purchased, Form (1-04) Copyright, Chubb & Son, a division of Federal Insurance Company, 2003 Page 8 of 16

8 Reporting and Notice provided that if the Company sends written notice to the Parent Organization, at anytime before the date set forth in a. above with respect to any Claim, stating that this Policy is being terminated for nonpayment of premium, the Insured shall give to the Company written notice of such Claim prior to the effective date of such termination. If any Insured becomes aware of circumstances which could give rise to a Claim and gives written notice of such circumstances to the Company during the Policy Period, then any Claims subsequently arising from such circumstances shall be deemed to have been made during the Policy Period in which the circumstances were first reported to the Company. The Insured shall, as a condition precedent to exercising any right to coverage under this Policy, give to the Company such information and cooperation as it may reasonably require, including but not limited to a description of the Claim or circumstances, the nature of any Injury, the nature of the alleged or potential damage, the names of the actual or potential claimants, and the manner in which the Insured first became aware of the Claim or circumstances. Notice 12. Notice to the Company under this Policy shall be given in writing addressed to: a. for notice of Claim or circumstances that could give rise to a Claim: Home Office Claims Department Chubb Group of Insurance Companies 15 Mountain View Road Warren, NJ b. for all other notices: Department of Financial Institutions Chubb Group of Insurance Companies 15 Mountain View Road Warren, NJ Such notice shall be effective on the date of receipt by the Company at such address. Other Insurance 13. If Loss on account of any Claim made against any Insured is insured under any other valid insurance, prior or current and regardless of whether collectible, then such Loss shall be covered hereunder, subject to all limitations, conditions, provisions and other terms hereunder, only to the extent that the amount of such Loss is in excess of the amount of payment from such other insurance whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess insurance over the Limits of Liability in this Policy. Any payment by Insureds of a retention or deductible under such other insurance shall reduce, by the amount of such payment which would otherwise have been covered under this Policy, the applicable Deductible Amount under this Policy. Form (1-04) Copyright, Chubb & Son, a division of Federal Insurance Company, 2003 Page 9 of 16

9 Changes in Exposure Acquisition or Creation of Another Organization Acquisition Threshold Acquisition of Parent Organization by Another Organization 14. a. If, after the inception date of this Policy, an Insured Organization: b. If: c. If: (1) acquires securities or voting rights in another organization, or creates another organization, which becomes a Subsidiary; or (2) acquires another organization by merger or consolidation with an Insured Organization such that the Insured Organization is the surviving entity, then coverage shall apply to such organization under this Policy, but only with respect to Injury first caused after such acquisition or creation, unless the Company agrees, after presentation of a complete application and all other appropriate information, to provide coverage by endorsement for Injury occurring prior to such acquisition or creation; and (1) the fair value of the assets of the acquired organization exceeds 10% of the combined total assets of all Insured Organizations as reflected in their most recent audited consolidated financial statements; or (2) the value of the fiduciary assets under management by the acquired organization exceeds 10% of the combined total fiduciary assets under management of all Insured Organizations as reflected in their most recent audited consolidated financial statements, then the Parent Organization shall give written notice of such acquisition to the Company as soon as practicable together with such information as the Company may require, and shall pay any reasonable additional premium. (1) the Parent Organization merges or consolidates with another organization; (2) another organization, person or group of organizations or persons acting in concert acquires securities or voting rights which result in ownership or voting control by the other organization or person of more than 50% of the outstanding securities representing the present right to vote for the election of directors of the Parent Organization; (3) the Insured Organization completely ceases to actively engage in its primary business ( cessation ); or (4) Financial Impairment occurs, then coverage under this Policy shall continue until termination of this Policy, but only with respect to Injury occurring prior to such merger, consolidation, acquisition, cessation or Financial Impairment. The Parent Organization shall give written notice of such merger, consolidation, acquisition, cessation or Financial Impairment to the Company as soon as practicable, together with such information as the Company may require. The full premium for the Policy Period shall be deemed fully earned immediately upon the occurrence of any event outlined in (1) through (4) above. Form (1-04) Copyright, Chubb & Son, a division of Federal Insurance Company, 2003 Page 10 of 16

10 Cessation of Subsidiaries d. In the event an organization ceases to be a Subsidiary before or after the inception date of this Policy, then coverage under this Policy with respect to such Subsidiary and its Insured Individuals shall continue until termination of this Policy, but only with respect to Injury occurring prior to the date such organization ceased to be a Subsidiary. Representations and Severability 15. In issuing this Policy, the Company has relied upon the statements, representations and information in the Application for this Policy. All of the Insureds acknowledge and agree that all such statements, representations and information: a. are true and accurate; b. were made or provided in order to induce the Company to issue this Policy; and c. are material to the Company's acceptance of the risk to which this Policy applies. In the event that any of the statements, representations or information in the Application are not true and accurate, this Policy shall be void with respect to any Insured who knew as of the effective date of the Application the facts that were not truthfully and accurately disclosed (whether or not the Insured knew of such untruthful disclosure in the Application) or to whom knowledge of such facts is imputed. For purposes of the preceding paragraph: (1) the knowledge of any Insured Individual who is a past, present or future chief financial officer, in-house general counsel, risk manager, president, chief executive officer or chairperson of any Insured Organization shall be imputed to such Insured Organization; (2) the knowledge of the persons who signed the Application for this Policy shall be imputed to all of the Insureds; and (3) except as provided in (1) above, the knowledge of an Insured Individual who did not sign the Application shall not be imputed to any other Insured. Subrogation 16. In the event of any payment under this Policy, the Company shall be subrogated, to the extent of such payment, to all the Insured s rights of recovery, and such Insured shall execute all papers required and shall do everything necessary to secure and preserve such rights, including the execution of such documents necessary to enable the Company effectively to bring suit in the name of the Insured. Action Against the Company 17. No action shall lie against the Company unless, as a condition precedent thereto, there shall have been full compliance with all the terms of this Policy. No person or organization shall have any right under this Policy to join the Company as a party to any action against any Insured to determine such Insured s liability, nor shall the Company be impleaded by such Insured or the Insured s legal representatives. Form (1-04) Copyright, Chubb & Son, a division of Federal Insurance Company, 2003 Page 11 of 16

11 Bankruptcy or Insolvency 18. Bankruptcy or insolvency of an Insured or the estate of an Insured Individual shall not relieve the Company of its obligations nor deprive the Company of its rights under this Policy Authorization Clause 19. By acceptance of this Policy, the Parent Organization agrees to act on behalf of all Insureds with respect to the giving and receiving of notice of Claim or termination, the payment of premiums and the receiving of any return premiums that may become due under this Policy, the negotiation, agreement to and acceptance of endorsements, and the giving or receiving of any notice provided for in this Policy, and each Insured agrees that the Parent Organization shall act on his or her behalf. Alteration or Assignment 20. No change in, modification of, or assignment of interest under this Policy shall be effective except when made by a written endorsement to this Policy which is signed by a duly authorized representative of the Company. Termination of Policy 21. This Policy shall terminate at the earliest of the following times: a. sixty (60) days after receipt by the Parent Organization of a written notice of termination from the Company for any reason other than non-payment of premium; b. ten (10) days after receipt by the Parent Organization of a written notice of termination from the Company for non-payment of premium; c. upon receipt by the Company of written notice of termination from the Parent Organization; d. upon expiration of the Policy Period set forth in ITEM 2 the Declarations; or e. at such other time as may be agreed upon by the Company and the Parent Organization. The Company shall refund the unearned premium computed at the customary short rate if the Policy is terminated by the Parent Organization. Under any other circumstances the refund shall be computed pro rata. Payment or tender of any unearned premium by the Company shall not be a condition precedent to the effectiveness of a notice of termination, but such payment shall be made as soon as practicable thereafter. Valuation and Foreign Currency 22. All premiums, limits, deductibles, Loss and other amounts under this Policy are expressed and payable in the currency of the United States of America. If judgement is rendered, settlement is denominated or any element of Loss under this Policy is stated in a currency other than United States dollars, then payment under this Policy shall be made in United States dollars at the rate of exchange published in The Wall Street Journal on the date the final judgement is entered, the amount of the settlement is agreed upon or the element of Loss is due, respectively. Territory 23. Coverage shall extend anywhere in the world. Form (1-04) Copyright, Chubb & Son, a division of Federal Insurance Company, 2003 Page 12 of 16

12 Definitions 24. When used in this Policy: Application means all signed applications, including attachments and materials incorporated therein, submitted by the Insured to the Company for this Policy or any Policy issued by the Company of which this Policy is a direct or indirect renewal or replacement. All such applications, attachments and materials are deemed attached to, incorporated into and made a part of this Policy. Claim means: a. a written demand; or b. a civil proceeding commenced by the service of a complaint or similar pleading, for monetary damages or injunctive relief, against an Insured for an Injury, including any appeal therefrom. Conduit Injury means injury sustained by a third party because such third party s System cannot be used or is less useful than normal. Content Injury means injury sustained by a third party because of an actual or alleged infringement of: a. a collective mark, service mark, or other trademarked name, slogan, symbol or title; b. a copyright; c. the name of a product, service, or organization; or d. the title of an artistic or literary work. Customer means a natural person or organization which: a. is applying for, or requesting, an Insured Organization s products or services; b. has applied for, or has requested, an Insured Organization s products or services; or c. is using, or has used, an Insured Organization s products or services. Cyber Activities means the electronic display, transmission, or dissemination of Matter on the Internet. Cyber-attack means a set of unauthorized Instructions that are designed to modify, alter, damage, destroy, delete, record or transmit information within a System without authorization, including those Instructions that are self-replicating or self-propagating and are designed to contaminate other computer programs or computer data, consume computer resources or in some fashion usurp the normal operation of a System. Data means a representation of information, knowledge, facts, concepts, or instructions which are being processed or have been processed in a computer. Defense Costs means that part of Loss consisting of reasonable costs, charges, fees (including but not limited to attorneys fees and experts fees) and expenses (other than regular or overtime wages, salaries, fees or benefits of the directors, officers or employees of an Insured Organization) incurred in defending any Claim, and the premium for appeal, attachment or similar bonds. Form (1-04) Copyright, Chubb & Son, a division of Federal Insurance Company, 2003 Page 13 of 16

13 Definitions Disclosure Injury means injury, other than Reputational Injury, sustained by a Customer because of the unauthorized display, transmission, or dissemination of a Record on the Internet. Financial Impairment means the status of an Insured Organization resulting from: a. the appointment by any state or federal official, agency or court of any receiver, conservator, liquidator, trustee, rehabilitator or similar official to take control of, supervise, manage or liquidate such Insured Organization; or b. such Insured Organization becoming a debtor in possession under the United States bankruptcy law or the equivalent of a debtor in possession under the law of any other country. Impaired Access Injury means injury sustained by a Customer, who is authorized by an Insured Organization to access a System owned by such Insured Organization, because such access has been impaired or denied. Injury means Content Injury, Reputational Injury, Conduit Injury, Impaired Access Injury or Disclosure Injury. Instructions means an ordered set of Data that, when executed by a computer, cause it to process Data or perform one or more operations. Insured means any Insured Organization and any Insured Individual. Insured Individual means any past, present, or future director, officer, or foreign equivalent executive position, or employee of an Insured Organization, but only for acts within his or her capacity as a director, officer or foreign equivalent executive position or employee of such Insured Organization. Insured Organization means the Parent Organization and any Subsidiary. Intellectual Property Law or Right means any: a. certification mark, collective mark, copyright, patent, service mark or trademark; b. right to, or judicial or statutory law recognizing an interest in, any trade secret or confidential or proprietary information; c. other right to, or judicial or statutory law recognizing an interest in, any expression, idea, likeness, name, slogan, style of doing business, symbol, title, trade dress or other intellectual property; or d. other judicial or statutory law concerning piracy, unfair competition or other similar practices. Internet means a group of connected networks that allow access to a System through service providers using telephone service, digital subscriber lines, integrated service digital network lines, cable modem access, or similar transfer mechanisms. Loss means Defense Costs and damages that an Insured becomes legally obligated to pay. Loss does not include: a. any consideration owed or paid in connection with any Insured s goods, products, or services, including but not limited to any restitution or return of any payment, charges, or fees; Form (1-04) Copyright, Chubb & Son, a division of Federal Insurance Company, 2003 Page 14 of 16

14 Definitions b. any costs or expenses incurred to perform any obligation assumed by, on behalf of, or with the consent of any Insured; c. any costs or expenses incurred to replace, upgrade, update, improve, or maintain a System; or d. fines or penalties imposed by law, including but not limited to punitive or exemplary damages or any multiple portion of any multiplied damages award. Matter means printed, verbal, numerical, audio, visual or other similar expression. Parent Organization means the organization designated in ITEM 1 of the Declarations. Policy Period means the period of time specified in ITEM 2 of the Declarations, subject to prior termination in accordance with Section 21, Termination of Policy. If this period is less than or greater than one year, then the Limits of Liability specified in the Declarations shall be the Company s maximum limit of liability under this Policy for such period. Pollutants means: a. any substance located anywhere in the world exhibiting any hazardous characteristics as defined by, or identified on a list of hazardous substances issued by, the United States Environmental Protection Agency or any state, county, municipality or locality counterpart thereof, including, without limitation, solids, liquids, gaseous or thermal irritants, contaminants or smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste materials, or b. any other air emission, odor, waste water, oil or oil products, infectious or medical waste, asbestos or asbestos products or any noise. Record means information about a Customer: a. held by an Insured Organization; b. pertaining to such Customer s relationship with such Insured Organization; c. not publicly available; d. stored in an electronic medium; and e. retrievable in a perceivable form. Related Claims means all Claims based upon, arising from, or in consequence of the same or related facts, circumstances, situations, transactions, or events or the same or related series of facts, circumstances, situations, transactions, or events. Reputational Injury means injury sustained by a third party because of an actual or alleged: a. disparagement of such third party's products or services; b. libel or slander of such third party; or c. violation of such third party's right of privacy or publicity. Retroactive Date means the date set forth in ITEM 7 of the Declarations, provided that if no date is set forth in ITEM 7, then the Retroactive Date is the inception date of this Policy. Form (1-04) Copyright, Chubb & Son, a division of Federal Insurance Company, 2003 Page 15 of 16

15 Definitions Subsidiary means any organization that, at the inception date of this Policy, is named in the written application and of which more than 50% of the outstanding securities or voting rights representing the present right to vote for election of directors is owned or controlled by the Parent Organization either directly or through one or more of its Subsidiaries or any entity of which more than 50% of the outstanding securities or voting rights representing the right to vote for election of directors was owned or controlled by the Parent Organization either directly or through one or more of its Subsidiaries prior to the inception date of this Policy. System means a computer and all input, output, processing, storage, off-line media library, and communication facilities that are connected to such computer. Form (1-04) Copyright, Chubb & Son, a division of Federal Insurance Company, 2003 Page 16 of 16