Linked Entity Access Waiver

This Linked Entity Waiver (“Waiver”) is made by and between Arceo Labs, Inc. d/b/a Resilience, or one of its affiliates and subsidiaries (collectively, “Company”), and the entity receiving access to the Company’s software-as-a-service offerings (the “Software) (the “Linked Entity”) at the request of a Company customer that has contracted with Resilience for the Resilience Arc Solution (the “Designating Entity”). By accessing the Software or otherwise electronically accepting this Waiver (including by electronic acceptance, click-through, or other means), the Linked Entity agrees to the terms below, which form a separate agreement solely between the Linked Entity and the Company.  The Linked Entity acknowledges that it is not a party to, and has no third-party beneficiary rights under, the agreements between the Company and the Designating Entity.  

1. Access by Designating Entity
   The Linked Entity acknowledges and agrees that the Designating Entity may have full access to any data, configurations, logs, reports, or other information related to the Linked Entity’s use of the Software (“Linked Entity Data”), including any insurance policies stored or made available in the Software.The Linked Entity consents to this access and agrees that the Company has no responsibility or liability for any actions taken by the Designating Entity in connection with such access.
   
2. Waiver of Claims
   To the fullest extent permitted by law, the Linked Entity waives and releases any and all claims or liabilities against the Company arising from or related to its access to or use of the Software, including without limitation any claims concerning (a) availability, performance, or functionality of the Software; (b) Linked Entity Data shared with the Designating Entity; or (c) any actions taken by the Designating Entity based on Linked Entity Data.
   
3. Indemnity
   The Linked Entity agrees to indemnify, defend, and hold harmless the Company from and against any claims, liabilities, losses, or expenses (including reasonable attorneys’ fees) arising from (a) the Linked Entity’s use of the Software; (b) any violation of law by the Linked Entity in connection with such use; or (c) any breach of this Waiver.
   
4. Linked Entity Data
   1. The Linked Entity represents and warrants that it has all necessary rights and consents to provide any Linked Entity Data, whether submitted through the Software or provided to the Company by any other means (including email or file transfer), including personal data.
   2. The Linked Entity acknowledges that the Company processes such data on behalf of the Designating Entity and is not responsible for reviewing, verifying, or acting upon the Linked Entity Data except as directed by the Designating Entity.  
   3. The Company maintains a Data Processing Addendum (“DPA”) with the Designating Entity, governing how personal data is handled. The Linked Entity understands that it is not a party to that agreement and that any requests relating to personal data should be directed to the Designating Entity.
   4. Nothing in this Waiver limits or modifies any rights or obligations under applicable data protection laws or the DPA between the Company and the PE Firm.
      
5. Relationship to SaaS Agreement
   Access to the Software is conditioned on the Linked Entity’s agreement to the Company’s standard Software as a Service Agreement (“SaaS Agreement”). The Linked Entity acknowledges that its access has been authorized and provisioned by the Company at the request of the Designating Entity and that it is not responsible for any fees owed to the Company. This Waiver supplements the SaaS Agreement and governs the Linked Entity’s access and responsibilities in connection with the Resilience Arc Solution.
   
6. Conflicts
   To the extent of any conflict between this waiver and any other terms and conditions agreed to by the Linked Entity in connection with its access to the Software, the terms of this waiver will control solely with respect to the subject matter addressed herein.