Portfolio Company Access Waiver

Arceo Labs, Inc. d/b/a Resilience, or one of its affiliates and subsidiaries (collectively, the “Company”) and a private equity firm (the “PE Firm”) have entered into a Software as a Service Agreement (the “Agreement”), under which the Company provides access to its software-as-a-service offerings (the “Software”) to the PE Firm and portfolio companies in which the PE Firm or its affiliates hold an investment interest (each, a “Portfolio Company”).

Access to the Software is granted by the Company to a Portfolio Company solely in connection with the PE Firm’s Agreement. The Portfolio Company acknowledges that it is not a party to, and has no third-party beneficiary rights under, the Agreement between the Company and the PE Firm.

By accessing the Software or otherwise acknowledging this waiver (including by electronic acceptance, click-through, or other means), the Portfolio Company agrees to the terms of this waiver, which is a separate agreement solely between the Portfolio Company and the Company.

  1. Access by PE Firm.  The Portfolio Company acknowledges and agrees that the PE Firm may have full access to any data, configurations, logs, reports, or any other information related to the Portfolio Company’s use of the Software (collectively, “PC Data”), including any insurance policies stored or made available in the Software. The Portfolio Company consents to this access and agrees that the Company has no responsibility or liability for any actions taken by the PE Firm in connection with such access.
  2. Waiver of Claims.  To the fullest extent permitted by law, the Portfolio Company 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.  This includes, without limitation, any claims relating to: (a) the availability, performance, or functionality of the Software; (b) the PC Data shared with the PE Firm; or (c) any actions taken by the PE Firm based on PC Data.
  3. Indemnity.  The Portfolio Company 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 Portfolio Company’s use of the Software; (b) any violation of law by the Portfolio Company in connection with such use; or (c) any breach of this waiver.
  4. PC Data.
    1. The Portfolio Company represents and warrants that it has all necessary rights and consents to provide any PC Data, whether submitted through the Software or provided to the Company by any other means (including, without limitation, email or file transfer), including any personal data. 
    2. The Portfolio Company acknowledges that the Company processes such data on behalf of the PE Firm and is not responsible for reviewing, verifying, or acting upon the PC Data except as directed by the Client.  
    3. The Company maintains a Data Processing Addendum (“DPA”) with the PE Firm, which governs how personal data is handled. The Portfolio Company understands that it is not a party to that agreement and that, in line with applicable data protection laws, any requests relating to personal data should be directed to the PE Firm. 
    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. Conflicts.  To the extent of any conflict between this waiver and any other terms and conditions agreed to by the Portfolio Company in connection with its access to the Software, the terms of this waiver will control solely with respect to the subject matter addressed herein.