BEAZLEY MEDIA LIABILITY INSURANCE

NOTICE: THIS INSURANCE IS PROVIDED ON AN OCCURRENCE BASIS. AMOUNTS INCURRED AS CLAIMS EXPENSES UNDER THIS POLICY WILL REDUCE AND MAY EXHAUST THE LIMIT OF LIABILITY AND ARE SUBJECT TO RETENTIONS. PLEASE REVIEW THE COVERAGE PROVIDED UNDER THIS POLICY CAREFULLY AND DISCUSS WITH YOUR INSURANCE AGENT OR BROKER.

THIS POLICY SETS OUT THE TERMS UPON WHICH THE UNDERWRITERS AGREE TO INSURE THE INSURED IN CONSIDERATION OF THE PAYMENT OF, OR AGREEMENT TO PAY, THE PREMIUM. THE INSURING AGREEMENTS AND COVERAGE EXTENSIONS (IF ANY) ARE SUBJECT TO ALL TERMS, CONDITIONS, EXCLUSIONS AND LIMITATIONS OF THIS POLICY.

A. Insuring Agreements

1) Media Liability

The Underwriters will pay on behalf of the Insured all Damages and Claims Expenses which the Insured is legally obligated to pay because of an Occurrence of a Media Cause of Action taking place during the Policy Period resulting in a Claim.

2) Contractual Liability

The Underwriters will pay on behalf of the Insured all Damages and Claims Expenses which the Insured is legally obligated to pay because of an Occurrence of Breach of Contract taking place during the Policy Period resulting in a Claim.

3) Claims against Freelancers and Contractors

The Underwriters will pay on behalf of the freelancers or contractors of the Named Insured for all Damages and Claims Expenses which the freelancer or contractor is legally obligated to pay because of an Occurrence of a Media Cause of Action taking place during the Policy Period resulting in a Claim made against the freelancer or contractor where:

(a) the Claim could have been made against the Insured and if it had, the Insured would be entitled to cover under this Policy;

(b) the freelancers or contractors of the Insured have not prejudiced the Underwriters’ position with regard to the Claim; and

(c) the Named Insured agrees in writing to such freelancer or contractor being provided coverage and defended under this Policy.

This coverage does not apply to the freelancer or contractor’s own activities, acts, errors, omissions or any material created, modified or furnished by the freelancer or contractor.

4) Mitigation Costs

The Underwriters will pay Mitigation Costs incurred by the Insured up to the sublimit stated in the Declarations.

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B. Exclusions

The Underwriters will not be liable to make any payment under this Policy for Damages or Claims Expenses:

1) Prior Notice and Prior Knowledge

arising out of, based upon or attributable to any Claim or Occurrence for which notice has been given under any policy in relation to which this Policy is a renewal or replacement and;

(a) any Responsible Person had knowledge prior to the inception of this Policy;

(b) any matter which taken together with such Claim or Circumstance or act, error or omission would constitute a Related Claim; or

(c) the Insured knew prior to the Policy Period or could have reasonably foreseen was likely to give rise to a Claim.

2) Cyber

for, arising out of or resulting from any unauthorized access to, alteration or destruction of, damage to, or inability or impaired ability to access or manipulate any information, electronic data (including but not limited to software or electronic databases), computer, or computer or communication network, whether total, partial, temporary, or permanent; provided that this exclusion will not apply to a Claim solely for the disclosure of personally identifiable information if the alleged disclosure was to the public by the Insured within Content.

3) Bodily Injury or Property Damage

for, arising out of or resulting from Bodily Injury or Property Damage. This exclusion shall not apply to Claims arising out of or resulting from emotional distress or mental anguish caused by the Content.

4) Contractual Liability

for, arising out of or resulting from any contractual liability or obligation, or for, arising out of or resulting from breach of contract or agreement either oral or written, except to:

(a) the extent the Insured would have been liable in the absence of a contract or agreement; or

(b) the extent that it is otherwise covered under Insuring Agreement A.2.

5) Warranties and Guarantees

for, arising out of or resulting from breach of any guarantee, warranty, representation or other promise provided by the Insured, including but not limited to:

(a) description of the price of the Insured Organization’s goods, products or services; or

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(b) cost guarantees, promises of cost savings, profits, or return on investment, cost representations, or contract price estimates of probable costs or cost estimates actually or allegedly being exceeded.

6) Over Redemption

for, arising out of or resulting from any over or under redemption of coupons, discounts, awards or prizes from advertisements, promotions, gambling, contests or other games of chance.

7) Conduct

brought about or contributed to by any:

(a) deliberately dishonest, fraudulent, criminal or malicious act, error or omission of any Insured; or

(b) wilful violation of any statute, rule or law;

However, this Policy applies to Claims Expenses incurred in defending such Claim alleging the foregoing until such time as there is a final and non-appealable adjudication in the Claim or formal written admission by such Insured. At this time, the Insured must reimburse the Underwriters for all Claims Expenses incurred defending the Claim.

8) Profit or Advantage

for or arising out of or resulting from profit or advantage gained by any Insured to which such Insured is not legally entitled.

9) Products

for or arising out of or resulting from any actual or alleged malfunction of any product or failure of any product to perform in any manner as a result of any defect, deficiency, inadequacy or dangerous condition in such product or in its design or manufacture.

10) Employment Practices and Directors and Officers

for or arising out of or resulting from:

(a) any employer-employee relations, policies, practices, acts or omissions, or any actual or alleged refusal to employ any person, or misconduct with respect to employees, whether such Claim is brought by an employee, former employee, applicant for employment, or relative of such person;

(b) actual or alleged violation of the Fair Labor Standards Act of 1938, the National Labor Relations Act, the Worker Adjustment and Retraining Act of 1988, the Certified Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act of 1970, any similar law or legislation of any state, province or other jurisdiction, or any amendment to the above law or legislation, or any violation of any order, ruling or regulation issued pursuant to the above laws or legislation; or

(c) any actual or alleged act, error or omission or breach of duty by any director or officer or manager in the discharge of their duty if the Claim is brought by the Named Insured, a Subsidiary, or any directors, officers, managers, stockholders, or employees of the Named Insured or a Subsidiary in his or her capacity as such.

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for or in respect of failure to fund or perform any fiduciary obligation as respects any pension benefit plan, welfare benefit plan, health, other welfare or benefit plan, including the Employee Retirement Income Security Act 1974 (ERISA), as amended or any similar federal or state law or legislation, or law or legislation of any state, province or other jurisdiction.

12) Competition, Corruption and Securities

arising out of, based upon or attributable to any actual or alleged:

(a) false, deceptive or unfair trade practices, antitrust violation, unfair competition (except as provided in Insuring Clause A.1), violation of consumer protection laws, or false, deceptive or misleading advertising, violation of the Sherman Anti-Trust Act, the Clayton Act, or the Robinson-Patman Act, as amended;

(b) violation of any racketeering or conspiracy law, including the Racketeer Influenced and Corrupt Organizations Act 18 USC, as amended, or any similar federal or state law or legislation, or law or legislation of any state, province or other jurisdiction;

(c) violation of the Securities Act of 1933; the Securities Exchange Act of 1934, the Investment Act of 1940, the Sarbanes-Oxley Act of 2002 or any state blue sky or securities laws as amended, or any similar federal or state law or legislation, or law or legislation of any state, province or other jurisdiction; or

(d) the ownership, sale or purchase of, or the offer to sell or purchase stock or other securities;

by the Insured, or by any person for whose acts the Insured is legally responsible.

13) Can-Spam Act and Communication Regulations

Arising out of, based upon or attributable to any violation of:

(a) any action or omission that violates or is alleged to violate the Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law;

(b) any action or omission that violates or is alleged to violate the CAN-SPAM Act of 2003, including any amendment of or addition to such law;

(c) any action or omission that violates or is alleged to violate the Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA);

(d) any action or omission that violates or is alleged to violate any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information;

(e) any functioning, non-functioning, improperly functioning, availability or unavailability of:

(i). the internet or similar facility; or

(ii). any intranet or private network or similar facility; or

(iii). any website, bulletin board, chat room, search engine, portal or similar third-party application service;

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(f) any alteration, corruption, destruction, distortion, erasure, theft or other loss of or damage to data, software, information repository, microchip, integrated system or similar device in any computer equipment or non-computer equipment or any kind of programming or instruction set;

(g) any loss of use or functionality, whether partial or entire, of data, coding, program, software, any computer or computer system or other device dependent upon any microchip or embedded logic and any ensuing inability or failure of any insured to conduct business; or

(h) any alteration, breach, corruption, destruction, or failure of any computer, network systems or firewalls.

14) Infrastructure

arising out of, based upon or attributable to

(a) any failure or malfunction of electrical, satellite, or telecommunications infrastructure or services which are outside the control of the Insured; or

(b) any failure, interruption or quality of transmission or playout.

15) Insured v. Insured

brought by or on behalf of any Insured or successor of any Insured, or any business enterprise in which any Insured has greater than a 15% ownership interest or made by any parent company or other entity which owns more than 15% of the Named Insured; provided, however, this exclusion will not apply to a Claim made by an Additional Insured.

16) Outside Entity Activities

arising out of or resulting from any Insured's activities as a trustee, partner, manager, officer, director or employee of any trust, charitable organization, corporation, company or business other than that of the Insured Organization.

17) Patents and Trade Secrets

arising out of, based upon or attributable to the infringement of patent, patent rights or misuse of patent or misappropriation of a trade secret.

18) Asbestos, Pollution, Nuclear, Radiation

arising out of, based upon or attributable to any chemical, biological, radiological, electromagnetic, nuclear or thermal irritant, toxic or hazardous substance, contaminant or waste, or asbestos or any materials containing asbestos in whatever form or quantity.

19) Trading Losses and Royalties

for, arising out of or resulting from or attributable to:

(a) trading losses, trading liabilities or change in value of accounts; any loss, transfer or theft of monies, securities or tangible property of others in the care, custody or control of the Insured;

(b) the monetary value of any transactions or electronic fund transfers by or on behalf of the Insured which is lost, diminished, or damaged during transfer from, into or between accounts;

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(c) the value of coupons, price discounts, prizes, awards, or any other valuable consideration given in excess of the total contracted or expected amount;

(d) any actual or alleged obligation to make licensing fee or royalty payments, including but not limited to the amount or timeliness of such payments. This exclusion will not apply to a music copyright Claim where the Damages are wholly or partially formed of past royalties.

20) Discrimination

for, arising out of or resulting from or attributable to actual or alleged discrimination of any kind.

21) Bankruptcy

for, arising out of or resulting from the insolvency or bankruptcy of any Insured or of any other entity including but not limited to the failure, inability, or unwillingness to pay Claims, losses, or benefits due to the insolvency, liquidation or bankruptcy of any such individual or entity.

22) Content Recall

for, arising out of or resulting from the production or reproduction, retraction, correction, reprinting, recall, removal or disposal of any Content, including any media or products containing such Content. However, this exclusion does not apply to Paragraph b) and c) of the definition of Mitigation Costs as covered under this Policy.

23) Physical Events

for, arising out of, resulting from or attributable to fire, flood, earthquake, volcanic eruption, explosion, lighting, wind, hail, tidal wave, landslide, act of God or other physical event.

24) Government Agencies

brought by or on behalf of the Federal Trade Commission, the Federal Communications Commission, or any other federal, state, local or foreign government, agency or office in such entity’s regulatory or official capacity, or by ASCAP, SESAC, BMI or other licensing organizations.

25) War

for, arising out of or resulting from, directly or indirectly occasioned by, happening through or in consequence of: war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation or nationalization or requisition or destruction of or damage to property by or under the order of any government or public or local authority.

26) Joint Ventures

for, arising out of, resulting from or attributable to any Claim made by or on behalf of any independent contractor, joint venturer or venture partner arising out of or resulting from disputes over ownership of rights in Content or services provided by such independent contractor, joint venturer or venture partner.

27) Abuse or Sexual Molestation

for, arising out of or resulting from:

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(a) any conduct, physical act, gesture, or spoken or written words of a sexual or physically violent nature by any Insured, including but not limited to, sexual intimacy (whether or not consensual), sexual molestation, sexual or physical assault or battery, sexual or physical abuse, sexual harassment or exploitation; or

(b) the Insured’s actual or alleged negligent employment, investigation, supervision, hiring, training or retention of any employee, Insured or person for whom the Insured is legally responsible and whose conduct falls within paragraph (a), above.

C. Claim Provisions

1) Notification

(a) Notice of Claims

The Insured must give notice to the Underwriters of any Claim first made against the Insured as soon as practicable after a Responsible Person first becomes aware of such Claim.

(b) Notice of Occurrence

The Insured must, during the Policy Period, notify the Underwriters of any Occurrence which may in the reasonable opinion of the Responsible Person give rise to a Claim.

Any notice must include the reasons why the Responsible Person reasonably anticipates that the Occurrence may give rise to a Claim and, where available, full particulars of the dates, acts and persons involved.

(c) Date of Occurrence and Related Claims

An Occurrence shall be deemed to have taken place on the date of the first Media Cause of Action or Breach of Contract that is the subject of any Claim or Related Claims resulting from an Occurrence. The Underwriters shall have no obligation under this Policy to pay any Claim or portion of any Claim or Related Claim that is attributable to any Occurrence that takes place, or is deemed to have taken place by operation of this condition, prior to or after the Policy Period.

For the avoidance of doubt, with respect to each covered Occurrence, coverage shall be confined to that afforded in a single Policy Period, regardless of the period of time over which such Occurrence takes place, i.e., there shall be no stacking or accumulation of limits. If any other policy or policies of insurance shall have been or shall be issued by the Underwriters or any insurance company affiliated with the Underwriters which provide coverage to the Insured for an Occurrence covered under this Policy, then coverage shall be provided (subject to the all of the policy’s other terms, conditions, exclusions, and endorsements) solely under the policy in effect when the Occurrence commenced, and no coverage shall be available under any other policy or policies issued by the Underwriters or affiliated carriers.

All Related Claims are considered a single Claim for the purposes of this Policy, irrespective of the number of claimants or Insureds involved in the Claim. All Claims arising out of the same Occurrence shall constitute a single Claim subject to a single “each Claim” Limit of Liability.

(d) Address for Notifications

All notices must be sent either by e-mail or by mail to the address stated in the Declarations.

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2) Defense and Settlement

(a) Defense

The Underwriters will have the right and duty to defend any Claim made against the Insured (subject to the policy limits and other terms and conditions of this Policy). The Underwriters will appoint lawyers, experts and other representatives to defend the Insured if the Underwriters consider it necessary to do so.

(b) Consent to Costs

The Underwriters will not be obligated to pay Claims Expenses or Mitigation Costs unless the Underwriters have provided prior written consent to such Claims Expenses or Mitigation costs being incurred (except where expressly stated in the policy that prior consent is not first required).

If the Underwriters’ prior written consent cannot reasonably be obtained before Claims Expenses are incurred, then the Underwriters will give retrospective approval for such Claims Expenses that are reasonable and necessary when incurred.

(c) Consent to Settlements

The Insured shall not admit liability, make any payment, assume any obligations, incur any expense, enter into any settlement, stipulate to any judgment or award or dispose of any Claim without the written consent of the Underwriters.

If the Insured shall refuse to consent to any settlement or compromise recommended by the Underwriters and acceptable to the claimant and elects to contest the Claim, the Underwriters’ liability for any Damages and Claims Expenses shall not exceed:

(i). the amount for which the Claim could have been settled, less the remaining Retention, plus the Claims Expenses incurred up to the time of such refusal; plus

(ii). fifty percent (50%) of any Claims Expenses incurred after the date such settlement or compromise was recommended to the Insured plus fifty percent (50%) of any Damages or Penalties above the amount for which the Claim could have been settled. The remaining fifty percent (50%) of such Claims Expenses or Damages must be borne by the Insured at their own risk and uninsured;

or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the further defense thereof by tendering control of said defense to the Insured.

(d) Uninsured Loss

The Named Insured will reimburse the Underwriters for any payments which are ultimately determined not to be covered under this Policy.

3) Assistance and Cooperation

The Insured will give all information and assistance to the Underwriters as they may reasonably require to enable them to investigate any matter notified under this Policy and cooperate with the

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Underwriters in responding to any Claim or declaratory relief action. The Insured agrees not to take any action which in any way increases the Underwriters’ exposure under this Policy.

Except where expressly provided for in this Policy, these steps will be at the Insured's own cost.

4) Other Insurance

The insurance under this Policy shall apply in excess of any other valid and collectible insurance available to any Insured, including any self-insured retention or retention portion thereof, unlesssuch other insurance is written only as specific excess insurance over this Policy.

5) Subrogation

If any payment is made under this Policy, the Insured will transfer its rights of recovery against any third party to the Underwriters. The Insured will do whatever is reasonably necessary to secure and preserve such rights after a fact or Occurrence giving rise to a Claim.

Any amounts recovered will be applied in the following order:

(a) to reimburse costs incurred by or on behalf of the Underwriters in bringing proceedings against such other party; and

(b) then to the Insured for the amount of any Damages or Claims Expenses which exceeds the Limit of Liability; and

(c) then to the Underwriters up to the amount of the Damages or Claims Expenses paid by the Underwriters and the Limit of Liability will be reinstated for such amounts; and

(d) then to the Insured to reimburse the Retention.

6) Action Against the Underwriters

No action will lie against the Underwriters unless and until the Insured has fully complied with all the terms of this Policy.

No person or organization will have the right under this Policy to join the Underwriters as a party to an action against the Insured to determine the Insured’s liability or implead the Underwriters in any such action.

The Insured’s bankruptcy or insolvency of the Insured’s estate will not relieve the Underwriters of their obligations hereunder.

7) Financial Interest Coverage The Underwriters will not provide cover for Damages, Claims Expenses or Mitigation Costs of an Uncovered Company. The Underwriters will instead reimburse the Named Insured for its financial interest in such Uncovered Company by way of agreed valuation calculated as the amount of Damages, Claims Expenses or Mitigation Costs which would have been payable to the Uncovered Company under this policy had the Uncovered Company been insured under this policy. For the purpose of this provision the Named Insured will be deemed to have suffered loss to its financial interest simultaneously with the Uncovered Company which incurred the Damages, Claims Expenses or Mitigation Costs for which it would have been entitled to receive cover under this policy.

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D. General Conditions

1) Limit of Liability

The Limit of Liability stated in the Declarations for “Each Claim” is the limit of the Underwriters Liability for all Damages and Claims Expenses arising out of each Claim.

The Limit of Liability stated in of the Declarations as the “Aggregate for the Policy Period” is the Underwriters’ combined total Limit of Liability payable by the Underwriters under this Policy for all Damages, Claims Expenses or Mitigation Costs. Any Damages, Claims Expenses and Mitigation Costs paid by the Underwriters will erode the Limit of Liability.

Where any sub-limit is specified in the policy or Declarations, the Underwriters will have no liability in excess of that sub-limit. Any sub-limit will be part of and not in addition to the Limit of Liability stated in the Declarations as the “Aggregate for the Policy Period”.

Neither the inclusion of more than one Insured under this Policy, nor the making of Claims by more than one person or entity shall increase the Limit of Liability.

2) Retention

The Underwriters will be liable for that part of any Damages, Claims Expenses or Mitigation Costs which exceeds the Retention.

Only one Retention shall apply to the aggregate amount of Damages and Claims Expenses arising from a single Claim.

The Retention shall be satisfied by monetary payments by the Named Insured of Damages, Claims Expenses or Mitigation Costs.

3) Change of Control / Acquisitions

In the event of a Change of Control of an Insured or acquisition of a Subsidiary, this policy shall not apply to any Claim against that Insured, which arises from an act, error or omission that occurred after such Change of Control or first commenced before such acquisition.

The Named Insured will, as soon as practicable, give the Underwriters written notice of any Change of Control which takes place in respect of the Named Insured.

4) Cancellation and Renewal

(a) Provided the Named Insured has not notified any Claims, losses or Occurrences, the Named Insured may cancel this Policy by giving the Underwriters 30 days written notice and the Underwriters will give the Named Insured a pro-rata refund of the premium for the remaining portion of the Policy Period after the expiration of the notice period for cancellation.

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(b) If the premium due under this policy has not been paid to the Underwriters within 30 days of the inception of the Policy Period or, where premium is due to be paid by installments, by the date on which an installment is due, the Underwriters will have the right to cancel this policy with effect from inception by notifying the Named Insured in writing direct or via the insurance broker. The Underwriters will give not less than 10 days prior notice of such cancellation. If the premium is paid in full to the Underwriters before the notice period expires notice of cancellation will automatically be revoked.

5) Territory

This Policy applies to Claims made and acts, errors or omissions committed anywhere in the world.

6) Third Parties

Nothing in this Policy is intended to confer a directly enforceable benefit on any third party other than an Insured.

7) Assignment

Neither this Policy nor any right under it may be assigned without the prior written consent of the Underwriters.

8) Headings

The titles of provisions or endorsements in this Policy are intended solely for convenience and reference. They are not deemed in any way to limit, expand or otherwise affect the provisions to which they relate.

9) Single Form of a Word

Whenever the singular form of a word is used in this Policy, the same word will include the plural when required by context.

10) Governing law

This Policy will be governed by and construed in accordance with the laws of the State shown in the Declarations.

11) Service of Suit Clause (U.S.A.)

It is agreed that in the event of the failure of the Underwriters to pay any amount claimed to be due under this Policy, the Underwriters, at the request of the Insured, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this clause constitutes or should be understood to constitute a waiver of the Underwriters’ rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. It is further agreed that service of process in such suit may be made upon the Underwriters’ representative, designated in Item 8. of the Declarations, and that in any suit instituted against any one of them upon this contract, the Underwriters will abide by the final decision of such court or of any appellate court in the event of an appeal.

The Underwriters’ representative designated in the Declarations is authorized and directed to accept service of process on behalf of the Underwriters in any such suit and/or upon the request of the

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Insured to give a written undertaking to the Insured that they will enter a general appearance upon the Underwriters’ behalf in the event such a suit shall be instituted.

Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, Underwriters hereon hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor in office, as their true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Insured or any beneficiary hereunder arising out of this contract of Insurance, and hereby designate the Underwriters’ representative, designated in the Declarations, as the person to whom the said officer is authorized to mail such process or a true copy thereof.

12) Sanction Limitation

The Underwriters will not be liable to provide any cover, benefit or pay any claim under this Policy to the extent that the provision of such cover, benefit or payment of such claim would expose the Underwriters to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America.

13) Entire Agreement

By acceptance of the Policy, all Insureds agree that this Policy embodies all agreements between the Underwriters and the Insured relating to this Policy. Notice to any agent, or knowledge possessed by any agent or by any other person, will not effect a waiver or a change in any part of this Policy or stop the Underwriters from asserting any right under the terms of this Policy; nor will the terms of this Policy be waived or changed, except by endorsement issued to form a part of this Policy signed by the Underwriters.

14) Representation by the Insured

All Insureds agree that the statements contained the information and materials provided to the Underwriters in the application and all other in connection with the underwriting and issuance of this Policy (which are deemed attached to the Policy) are true, accurate and are not misleading, and that the Underwriters issued this Policy, and assume the risks hereunder, in reliance upon the truth thereof.

15) Named Insured as Agent

The Named Insured will be considered the agent of all Insureds, and will act on behalf of all Insureds with respect to the giving of or receipt of all notices pertaining to this Policy, and the acceptance of any endorsements to this Policy. The Named Insured is responsible for the payment of all premiums and Retentions and for receiving any return premiums.

16) Fraudulent Claims

If the Insured makes any claim under this Policy knowing such claim to be false or fraudulent, as regards amount or otherwise, this Policy shall become null and void and all coverage hereunder shall be forfeited. The knowledge or act, error or omission of one Insured will not be imputed to any other Insured.

E. Definitions

The following definitions are applicable to all sections of this Policy:

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1) Additional Insured means any person or entity that the Insured Organization has agreed in writing to add as an Additional Insured under this Policy prior to the commission of any act for which such person or entity would be provided coverage under this Policy, but only to the extent the Insured Organization would have been liable and coverage would have been afforded under the terms and conditions of this Policy had such Claim been made against the Insured Organization.

2) Bodily Injury means physical injury, sickness, disease or death of any person, including any mental anguish or emotional distress.

3) Breach of Contract means an actual or alleged:

(a) unintentional breach of contract by the Insured in carrying out or failing to carry out fee based services for a Client;

(b) breach of a licence by the Insured to use a third party’s copyrighted and/or trademark material but only if such breach pertains to the territory, duration and media limitations stated in the licence;

(c) misappropriation of ideas under an implied contract;

(d) breach of a written hold harmless or indemnity agreement when supplying Content; or

(e) breach of the confidentiality obligations owed under a written hold harmless or indemnity agreement with respect to third party information only,

arising out of Professional Media Activities of the Insured.

4) Change of Control means any one of the following events:

(a) the Named Insured consolidates with or merges into or sells all or a majority of its assets to any other person or entity or group of persons and/or entities acting in concert;

(b) any person or entity, whether individually or together with any other person or persons, entity or entities becomes entitled to exercise more than 50% of the rights to vote at general meetings of the Named Insured or control the appointment of directors who are able to exercise a majority of votes at meetings of the board of directors of the Named Insured;

(c) the appointment of a receiver, liquidator, administrator or other insolvency practitioner in respect of an Insured, but only in relation to that Insured;

(d) an entity ceases to be a Subsidiary, or becomes controlled by another entity by virtue of any law.

5) Claim means:

(a) a demand received by any Insured for money or services, including the service of suit or institution of arbitration proceedings;

(b) a threat or initiation of a suit received by an Insured seeking injunctive relief (meaning a temporary restraining order or a preliminary or permanent injunction); or

(c) a written demand received by an Insured for retraction of a communication.

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For the purposes of Insuring Agreement A.3 only (Claims against freelancers and contractors), Claim also means any of the above received by any freelancer or contractor of the Insured.

6) Claims Expenses means reasonable and necessary fees, costs and expenses necessarily incurred by or on behalf of the Insured in connection with the investigation, defense, settlement or appeal of a Claim. Claims Expenses include Declaratory Relief Action Costs.

Claims Expenses do not include any salary, overhead or other charges of or by the Insured for any time spent in cooperating in the defense and investigation of any Claim or Occurrence notified under this Policy.

7) Client means a third party to whom the Insured has agreed to provide services under a written or verbal contract. Client does not include:

(a) any third party that provides services or Content to the Insured; or(b) any subcontractor or independent consultant that is engaged to provide services or Content by or

on behalf of the Insured.

8) Content means written, printed, video, electronic, digital or digitized content, including but not limited to music, images, scripts, manuscripts and moving imagery, which is either:

(a) supplied by the Insured to a Client for marketing or advertising purposes; or

(b) created or supplied by the Insured for broadcast or publication to the public.

9) Damages means a monetary judgment, award or settlement. The term Damages shall not include or mean:

(a) future profits, restitution, disgorgement of unjust enrichment or profits by an Insured, or the costs of complying with orders granting injunctive or equitable relief;

(b) return or offset of fees, charges, or commissions for goods or services already provided or contracted to be provided;

(c) any damages which are a multiple of compensatory damages, fines, taxes or loss of tax benefits, sanctions or penalties;

(d) punitive or exemplary damages, unless insurable by law under the law under which this Policy is construed;

(e) discounts, coupons, prizes, awards or other incentives offered to the Insured’s customers or clients;

(f) liquidated damages to the extent that such damages exceed the amount for which the Insured would have been liable in the absence of such liquidated damages agreement; or

(g) any amounts for which the Insured is not liable, or for which there is no legal recourse against the Insured.

10) Declaratory Relief Action Costs means reasonable attorney’s fees incurred by the Insured, with prior written approval of the Underwriters, to prosecute the Insured’s own declaratory relief action if:

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(a) a Claim has been made against the Insured for copyright or trademark infringement;

(b) this Policy applies to such Claim; and

(c) after the claimant has asserted such a written Claim, the Insured has filed a declaratory relief action directly in response to that Claim.

Provided, however, that Underwriters shall have no obligation to pay or reimburse any fees or costs incurred by the Insured prior to the Insured’s receipt of Underwriters’ written approval to incur such fees or costs.

11) Insured means:

(a) The Insured Organization;

(b) A director, officer, employee or manager of the Insured Organization but only with respect to the performance of his or her duties as such on behalf of the Insured Organization;

(c) A principal if the Named Insured is a sole proprietorship, or a partner if the Named Insured is a partnership, but only with respect to the performance of his or her duties as such on behalf of the Insured Organization;

(d) Any person who previously qualified as an Insured under (a) through (c) above prior to the termination of the required relationship with the Insured Organization, but only with respect to the performance of his or her duties as such on behalf of the Insured Organization;

(e) The estate, heirs, executors, administrators, assigns and legal representatives of any Insured in the event of such Insured’s death, incapacity, insolvency or bankruptcy, but only to the extent that such Insured would otherwise be provided coverage under this Policy;

(f) The lawful spouse, including any natural person qualifying as a domestic partner under the provisions of any applicable national, federal, state, provincial, local or other law of the European Union, United Kingdom or the United States of America, of any Insured, but solely by reason of any act, error or omission of an Insured other than such spouse or domestic partner; and

(g) An Additional Insured, but only as respects Claims against such person or entity for acts, errors or omissions of the Insured Organization.

12) Insured Organization means the Named Insured and any Subsidiaries.

13) Management Control means:

(a) owning, directly or indirectly, more than fifty percent (50%) of the outstanding securities;

(b) having more than 50% of the outstanding voting rights;

(c) having the authority to appoint or remove the majority of the Board of Directors; or

(d) having control of the Board of Directors by contract, the articles of incorporation or other written agreement.

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14) Media Cause of Action means an actual or alleged:

(a) negligent act, error, omission, misstatement, misleading statement, or misrepresentation or loss or damage to any third party document for which the Insured is responsible;

(b) defamation, libel, slander, product disparagement, trade libel, false light, outrageous conduct or other tort related to disparagement or harm to the reputation or character of any person or organization;

(c) invasion or interference with the right to privacy or of publicity, cyber squatting violations, moral rights violations;

(d) misappropriation of any name or likeness;

(e) eavesdropping, false arrest, detention or imprisonment or malicious prosecution;

(f) invasion of or interference with any right to private occupancy, including trespass or wrongful entry;

(g) plagiarism, piracy or misappropriation of ideas under implied contract;

(h) infringement of copyright, trade dress, domain name, title or slogan or the dilution or infringement of trademark or service mark;

(i) unfair competition but only when based entirely upon one or more of the acts listed in h. above;

(j) failure to give credit or attribution of authorship in accordance with any agreement to which the Insured is a bound signatory;

(k) infliction of emotional distress or mental anguish caused by Content;

(l) disclosure of trade secret, but only where the alleged disclosure was to the public by the Insured within Content;

(m) promissory estoppel or breach of contract brought by the Insured’s newsgathering source, but only to the extent such claim(s) directly stem from the Insured’s promise to protect the anonymity of that source;

(n) negligent supervision of an employee, but only when asserted in conjunction with and based on the same factual allegation as a Claim under (b), (g), (h) and (k) above;

arising out of the Professional Media Activities of the Insured.

15) Mitigation Costs means the following costs, provided that such costs are incurred in taking action to mitigate the consequences of an Occurrence of a Media Cause of Action or Breach of Contract taking place during the Policy Period, which the Insured establishes to the Underwriters’ satisfaction would otherwise have reasonably been expected to give rise to a Claim which would be covered under this Policy:

(a) the costs of media space which the Insured legally and financially committed to buying for a Client if the Insured purchased the media space in good faith expecting the Client to use the

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media space and then the Client refuses to use and pay for the media space and the Insured is unable to recover those costs from:

(i). the Client; or(ii). the person or company that the Insured bought the media space from.

(b) the reasonable and necessary costs the Insured incurs to correct a material mistake when compared to the Client’s written requirements in the marketing or advertising Content the Insured has produced for such Client, to enable the Content to be released in the form originally agreed with the Client. The Underwriters will only pay such costs if they are incurred with the Underwriters’ prior written consent except where the Insured satisfies the Underwriters that:

(i). contacting the Underwriters to gain prior agreement was not practicable, as it would be likely to prevent the Content from being released within the previously agreed timeframe; and

(ii). the Underwriters are notified within 48 hours of the completion of the corrections, with details of the costs incurred.

Coverage under Paragraph (b) above only applies if the material mistake is caused by the Insured’s negligence; or

(c) the reasonable and necessary costs incurred by the Insured to withdraw Content from publication.

16) Named Insured means the individual, partnership, entity or corporation designated as such in the Declarations.

17) Occurrence means any actual or alleged act, error or omission constituting either Breach of Contract or a Media Cause of Action committed by the insured, provided that any and all such acts, errors or omissions or series of acts, errors or omissions based upon, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving the same or related facts, circumstances, situations, transactions, decisions or events shall be deemed to constitute a single Occurrence, regardless of the number of repetitions, versions or forms of such Occurrence.

18) Policy Period means the period specified in the Declarations and specifically excludes any Extended Reporting Period or any prior policy period or renewal period.

19) Professional Media Activities means those services stated in the Declarations.

20) Property Damage means physical injury to or destruction of any tangible property, including the loss of use thereof. Tangible property shall not include any electronic data. For purposes of this Policy, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any media which are used with electronically controlled equipment.

21) Responsible Person means the members of the Board of Directors; executive officers, including the Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer; General Counsel, in house lawyers employed by the Named Insured; Chief Information Officer; Chief Security Officer; Chief Privacy Officer; Risk Manager; manager; and including any individual in a substantially similar position as those referenced above, or with substantially similar responsibilities as those referenced above, irrespective of the exact title of such individual, and any individual who previously held any of the above referenced positions.

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22) Related Claims means all Claims that are logically or causally connected by any common fact, situation, event, transaction, advice, decision, originating cause, source or event.

23) Subsidiary means any entity over which the Named Insured has Management Control on or before the inception date of this Policy.

Subsidiary will include:

(a) any entity which the Named Insured incorporates during the Policy Period and which, at the time of incorporation, the Named Insured has Management Control;

(b) any entity that the Named Insured acquires Management Control of during the Policy Period, provided that revenues of such entity do not exceed 20 per cent of the Named Insured’s annual revenues for the four quarterly periods directly preceding inception of the Policy Period;

provided, that this Policy only provides coverage while the Named Insured has Management Control over such entity.

24) Uncovered Company means any Subsidiary:

(a) which is located in a jurisdiction where the applicable law or regulation does not allow the Underwriters to provide cover to that Subsidiary; or

(b) which the Named Insured has elected that the policy will not cover directly but, instead, the policy will cover the Named Insured’s own financial interest in such Subsidiary.

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