INDEMNIFICATION AGREEMENT

Prairie Health & Life, LLC DBA Residio  |  Effective: April 16, 2026

This Indemnification Agreement (“Agreement”) is incorporated into and made a part of the Residio Terms & Conditions. By using the Residio platform, you (“User” or “Agent”) agree to the following indemnification obligations.

1. User Indemnification of Residio

You agree to defend, indemnify, and hold harmless Prairie Health & Life, LLC, its members, managers, officers, employees, agents, successors, and assigns (collectively “Residio Parties”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

  • Your use of or access to the Service
  • Your violation of these Terms, this Agreement, or any applicable law or regulation
  • Your violation of any rights of a third party, including but not limited to privacy rights, intellectual property rights, or contractual rights
  • Any data or content you upload, transmit, or otherwise make available through the Service, including any inaccuracies in commission statements, bank records, or policy data
  • Your reliance on any reconciliation result, missing commission alert, or other output generated by the Service
  • Any dispute between you and any insurance carrier, client, or other third party arising from your use of the Service

2. Limitation of Residio’s Liability

The Residio platform is a tool designed to assist independent insurance agents in organizing and reconciling commission data. It does not constitute financial advice, accounting services, or legal counsel. You acknowledge and agree that:

  • The Company is not responsible for errors, omissions, or inaccuracies in carrier commission statements uploaded by you
  • The Company is not responsible for missed commissions, unpaid commissions, or disputes with insurance carriers
  • The Company’s reconciliation tools are based on data you provide and are not a guarantee of accuracy
  • Any financial decisions made based on output from the Service are made at your sole discretion and risk
  • The Company shall not be liable for any lost income, lost commissions, or financial harm of any kind arising from your use of or reliance on the Service

3. Indemnification Procedure

In the event of any claim for which indemnification may be sought:

  • The Residio Parties will promptly notify you of any such claim in writing
  • You will have the right, at your expense, to assume control of the defense of such claim with counsel reasonably acceptable to the Residio Parties
  • The Residio Parties will cooperate reasonably in the defense of any such claim
  • You may not settle any claim without the prior written consent of the Residio Parties, which will not be unreasonably withheld

4. Mutual Indemnification

The Company agrees to indemnify and hold harmless the User from and against claims arising directly from the Company’s gross negligence or willful misconduct in the operation of the Service. This mutual indemnification does not extend to claims arising from User data, User decisions, or third-party carrier actions.

5. Survival

The indemnification obligations set forth in this Agreement shall survive the termination or expiration of your account and your use of the Service.

6. Governing Law

This Agreement shall be governed by the laws of the State of South Carolina. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of South Carolina.

7. Acknowledgment

By using the Residio platform, you acknowledge that you have read, understood, and agree to be bound by this Indemnification Agreement, the Terms & Conditions, and the Privacy Policy of Prairie Health & Life, LLC DBA Residio.

For legal inquiries, please contact: legal@residio.io