This policy addresses the liabilities that arise from cyberspace businesses that provide on-line services for others or that publish information electronically. These include entities whose primary business is the dissemination of information and/or the performance of services that use on-line electronic technology.

The policy features coverage for cyberspace activities that is specially designed for the account: combined content and errors, omissions and negligent acts coverage; personal injury, copyright and trademark infringement coverage; and coverage for unauthorized access.  There is no punitive damages exclusion where allowed by law.

The policy is issued by AXIS Insurance Company, through AXIS PRO.

Other features include:

A.     Automatic coverage for ninety days for acquisitions during the policy period; additional premium may be waived if the acquired entity meets a specified revenue threshold.

B.     Universal coverage territory.

C.     Occurrence form coverage in the United States with claims-made coverage offered to entities domiciled outside the United States .

D.     Capacity of up to $20 million in coverage.

E.     Optional split limits and contingent bodily injury and property damage coverage.

F.     Optional prior acts coverage for qualified accounts.

G.    Optional multi-year policies for up to three years.

2. CONTACT

Media/Professional Insurance Agency, Inc. Two Pershing Square Suite 800 2300 Main Street Kansas City, MO 64108-2404 (816) 471-6118 FAX (816) 471-6119 Toll free (866) 282-0565 www.mediaprof.com

3. UNDERWRITING GUIDELINES

Classes of business eligible for the coverage include, but may not be limited to, proprietary on-line services; media companies, non-media companies engaged in media activities, website publishers, owners, developers, and consultants; web hosts and administrators; web site owners; bulletin board, chat room, forum, and news group hosts; cyberspace software developers; interactive electronic environments; Internet content providers; intranet/network/extranet hosts, managers, and consultants; search engine providers; and electronic commerce providers.

Applicants must complete an eleven-page application. It must be signed and dated by an authorized representative of the company. The application becomes a part of the policy, so any warranties or information contained in it become a condition of coverage. Instructions on the application clearly state that false or incorrect statements or answers provided on the application, which may have affected the company's decision to insure the entity, could result in a retraction of a coverage quotation or voiding of coverage after it is bound.

Applicants also must submit a recent brochure or other materials describing their activities and/or services and the company's most recent financial statement or annual report. Copies of standard contracts used by the applicant, as well as information on the qualifications of key personnel, also are required. The coverage is written on an occurrence form in the United States, but there is no coverage for claims arising from actual or alleged facts, circumstances, errors, or omissions known to the applicant prior to inception of the policy. If coverage is desired for Cyber/Technology Services Errors & Omissions, the Media/Cyber Liability Supplement must be completed as well.

In addition, the applicant must report any material changes in its activities, or in the answers to application questions, that occur or are discovered between the date of the application and policy inception. Complete information on any prior claims, suits, or proceedings also must be reviewed during the underwriting process. The applicant's web site addresses must be provided.

4. AVAILABILITY OF COVERAGE

Coverage may be written on an admitted or on a non-admitted basis, depending on the state in which the policy is issued.

5. LIMITS AVAILABLE/DEDUCTIBLES

There is a $20,000,000 policy limit capacity.

The coverage is limited to the difference between the self-insured retention and the each loss limit noted on the policy. There also is an aggregate amount payable for all claims under the policy, which is noted as the total limit of insurance.

Claim expenses are included within the limit of liability. Claim expenses also erode the self-insured retention.

6. INSURING AGREEMENT

Coverage is provided on a legal liability basis for scheduled media as shown on the declarations for:

1.     Claims arising out of defamation or other torts related to disparagement or harm to the character, reputation, or feelings of persons or organizations. This includes libel, slander, product disparagement, and trade libel, infliction of emotional distress, outrage, or outrageous behavior.

2.     Invasion, infringement, or interference with rights of privacy or publicity. This includes false light, public disclosure of private facts, intrusion, and commercial appropriation of name or likeness.

3.     Infringement of title, slogan, trademark, trade name, trade dress, service mark, or service name.

4.     Infringement of copyright, plagiarism, piracy, violation, or Droit Moral, or misappropriation of ideas under implied contract.

5.     Misuse of intellectual property right in content. This coverage is triggered only when it is claimed in conjunction with the types of claims outlined in numbers 3 and 4 above.

6.     Breach of agreement, confidentiality or promissory estoppel in connection with the failure to maintain the confidentiality of a source or the failure to portray a source or subject in a certain light.

7.     Failure to attribute authorship or provide credit.

8.     Wrongful entry or eviction, trespass, eavesdropping, or other invasion of the right of private occupancy.

9.     False arrest, detention, or imprisonment or malicious prosecution.

10. Unfair competition or conspiracy, but only when in conjunction with a claim in 1-9 above.

11. Negligent supervision of an employee, but only in conjunction with a claim in 1-9 above.

12. Errors, or omissions.

13. Negligent transmission of a computer virus or code that results in a claim covered in 1-9 or 12 above.

These actions must be committed by the insured during the policy period in performing the cyberspace activities that are listed on the declarations page. They include obtaining, processing, uttering, or disseminating content in or for the cyberspace activities that are listed.

A second agreement is optional and provides coverage for legal liability resulting from an occurrence committed in the usual and customary business of the insured including public appearances during the policy period arising out of:

1.     Claims arising out of defamation or other torts related to disparagement or harm to the character, reputation, or feelings of persons or organizations. This includes libel, slander, product disparagement, and trade libel, infliction of emotional distress, outrage, or outrageous behavior.

2.     Invasion, infringement, or interference with rights of privacy or publicity. This includes false light, public disclosure of private facts, intrusion, and commercial appropriation of name or likeness.

3.     Infringement of title, slogan, trademark, trade name, trade dress, service mark, or service name.

4.     Infringement of copyright, plagiarism, piracy, violation, or Droit Moral, or misappropriation of ideas under implied contract.

5.     Wrongful entry or eviction, trespass, eavesdropping, or other invasion of the right of private occupancy.

6.    False arrest, detention, or imprisonment or malicious prosecution.

7. DEFINITIONS

The following terms are defined on the policy:

A.     Advertising — publicity, press releases, promotional material, or promotion of any kind disseminated to promote the scheduled media of an insured.

B.     Assumed Under Contract — liability assumed by the named insured or subsidiaries in the form of hold harmless or indemnity agreements as respects the types of claims within the coverage agreements and matter furnished by the named insured or subsidiaries.

C.    Bodily Injury — physical illness, sickness, disease or death sustained by a person.

D.     Claim — a demand or assertion of legal right, a suit seeking injunctive relief, a written request to toll a statue of limitations relating to a potential claim, an arbitration or mediation proceeding, or a written demand for a correction or retraction against an insured.

E.     Claim Expense — includes reasonable fees charged by an attorney in defense of a claim, reasonable fees, costs, and expenses resulting from the investigation of a claim, or premiums on appeal bonds. Claim expense does not include salary charges or expenses for employees of the insured.

F.     Contextual Error or Omission — any negligent act, error, omission, misstatement or misrepresentation in matter in scheduled media by or with permission of the insured.

G.      Damages — include monetary judgment, award, or settlement, including those that are actual, statutory, punitive, multiplied, exemplary, pre-and post judgment interest and legal expenses of others. Does not include production costs, costs of recall, return, reproduction or reprinting of matter; fines and penalties; royalties, deposits, commissions, fess assessed by ASCAP, SESAC, RIAA, BMI or other licensing organizations.

H. Droit Moral — the creator's rights to attribution.

I. Each Loss — all damages and claim expense arising out of a loss.

J. First Named Insured — the Named insured first listed in the declarations.

K. Insured — individually and collectively the named insured; any subsidiary; the named insured's or subsidiary's stockholders, partners, officers, directors, trustees, employees, volunteers with respect to their activities within their capacity for the named insured/subsidiary; former partners, officers, directors, trustees, employees for their activities within the scope of their duties; anyone added as an additional insured; agent or independent contractor providing services; insured's legal representative in event of death, incapacity, bankruptcy, insolvency.

L. Insurer.

M. Matter — communicative or information content regardless of its nature or form.

N. Named Insured — person or entity listed on the declarations.

O. Occurrence — actual or alleged acts of the insured for which coverage applies under insuring agreement I.A. or I. B.

P. Over-Redemption — discounts, prizes, or other valuable consideration give in excess of the total expected or contracted amount.

Q. Piracy — wrongful use, reprinting or reproducing of copyrighted material without permission.

R. Property Damage.

S. Public Appearance — public speaking including speeches, press conferences, interviews, panel discussions, seminars, and appearances on radio, television, internet by insureds while acting within the scope of their duties.

T. Scheduled Media — the publications, broadcasts, communications, or other matter specified in the declarations.

U. Subsidiary — entity more than fifty percent owned by a named insured.

V. Unfair Competition — misuse of an intellectual property right in Matter.

8. POLICY LIMITS AND SELF-INSURED RETENTION

A. Policy Limits

Policy limits apply per loss regardless of the number of insureds, occurrences, policies issued, coverage agreements, persons who sustain damages, or claims or suits brought. The total limit of insurance stated in item 4. of the Declarations is the most for the total of all claims covered under this policy.

B. Self-Insured Retention

The self-insured retention is the amount first paid by the insured for each loss and applies to both damages and claim expenses. The self-insured retention does not reduce the available policy limit.

           C. Application of Policy Limit and Self-Insured Retention

Multiple occurrences that have the same or related subject, person, common facts or circumstances, regardless of the number of repetitions will be deemed related occurrences. Only one policy limit and retention will apply.

9. EXCLUSIONS

There are two sets of exclusions on the policy. The first set excludes damages or claim expenses for claims arising out of actual or alleged (emphasis added):

1.     breach of contract, warranty, or guarantee;

2.     breach of fiduciary duty or relationship;

3.     false, misleading, deceptive, fraudulent, or misrepresenting statements in advertising about the insured's own product or service;

4.     patent infringement;

5.     theft or misappropriation of trade secrets;

6.     unfair competition or deceptive or unfair business practices or acts;

7.     antitrust, restraint of trade, or unfair or deceptive trade practices;

8.     criminal or fraudulent acts;

9.     bodily injury or property damage unless otherwise covered by the policy;

10.     actions, decisions, orders by the Federal Trade Commission, Federal Communications Commission or any other federal, state, or local governmental authority;

11.     violation of various securities acts and similar laws;

12.     over-redemption of coupons, awards or prizes from advertisements, promotions, contests and games of chance or violation of any laws pertaining to gambling, lotteries or games of chance;

13.     unauthorized access, use, or alteration of any computer system, hardware, software, network, or database including the introduction of malicious code or virus;

14.     delay, interruption or failure of any computer, hardware, software, or program;

15.     infringement of copyright of any computer software, program, code or system;

16. unsolicited electronic communications by or on behalf of the insured;

17. professional or consulting services separate from the dissemination of matter and are performed for a fee;

18. pollution and pollutant-related claims;

19. occurrence that occurred prior to the inception date of the policy.

The second set of exclusions voids coverage for damages or claim expenses for claims made by:

1.     any past, present, or prospective employee based on, resulting from or arising directly or indirectly from employment for the insured; or

2.     an insured against any other insured.

10. CONDITIONS

There are fourteen conditions listed on the policy. They encompass:

A.     Time of inception and policy period.

B.     Territory— which is universal.

C.     Premium.

D.     Change of operations - changes in operations must be endorsed onto the policy, and an additional premium may be charged for them.

E.     Defense; cooperation of insured; settlement - the named insured controls the defense of claims with consent of the insurer. The insured must cooperate with and provide information requested by the carrier with respect to claims covered by the policy. In addition, the carrier must concur with claim settlements if they are above the self-insured retention.

F.     Retraction or Correction— the insure has sole discretion on whether to retract, correct or clarify matter that is the subject of any claim under the policy.

G.     Other insurance— this insurance is excess to other valid and collectible insurance available to the insured unless the other insurance was specifically arranged to be excess to this coverage by the named insured.

H.     Subrogation

I.     Changes

J.     Assignment

K.     Action against the company

L.     Cancellation and nonrenewal

M.     Authorization

N. Representations—as stated previously, statements made in the application are a material inducement to the insurer to issue the policy and are confirmed as accurate and complete. The policy embodies all agreements existing between the insured and the carrier or any of its agents relating to the insurance.

O. Severability