1. Acceptance of Terms

By accessing or using the Residio platform (“Service”), you (“User” or “Agent”) agree to be bound by these Terms & Conditions (“Terms”). If you do not agree to these Terms, you may not access or use the Service. These Terms constitute a legally binding agreement between you and Prairie Health & Life, LLC, doing business as Residio (“Company,” “we,” “us,” or “our”), a limited liability company domiciled in the State of South Carolina.

2. Description of Service

Residio is a commission management and reconciliation platform designed for independent Medicare insurance agents. The Service allows users to:

- Upload and import carrier commission statements in supported file formats (see in-app guidance for current format support)

- Reconcile commission statements against bank deposits

- Track and monitor insurance carrier payments

- Receive alerts for potentially missing or unmatched commission payments

The Service is currently offered in beta. Features, functionality, and data may change without notice during the beta period.

3. Beta Service Disclaimer

You acknowledge and agree that:

- The Service is provided in “beta” form and may contain bugs, errors, or inaccuracies

- Features may be added, modified, or removed at any time without prior notice

- Data stored within the platform may be reset, modified, or lost during beta testing

- The Company makes no guarantees regarding uptime, data persistence, or feature availability during the beta period

- Your use of the beta Service is at your own risk

4. Eligibility

To use the Service, you must be: (a) at least 18 years of age; (b) a licensed insurance agent in good standing in your state of licensure; and (c) capable of entering into a legally binding agreement. By using the Service, you represent and warrant that you meet all eligibility requirements.

5. Account Registration

To access certain features of the Service, you may be required to register for an account. You agree to: (a) provide accurate, current, and complete information during registration; (b) maintain and promptly update your account information; (c) maintain the security and confidentiality of your login credentials; and (d) notify us immediately of any unauthorized use of your account. You are responsible for all activity that occurs under your account.

6. Acceptable Use

You agree not to use the Service to:

- Upload data that you do not have the legal right to share or process

- Violate any applicable law, regulation, or professional licensing requirement

- Infringe upon the intellectual property rights of any third party

- Transmit malicious code, viruses, or any harmful software

- Attempt to gain unauthorized access to any part of the Service or its infrastructure

- Use the Service for any purpose other than legitimate insurance commission tracking and reconciliation

7. Data and Content

You retain ownership of all data you upload to the Service (“User Data”). By uploading User Data, you grant the Company a limited, non-exclusive license to process and store such data solely for the purpose of providing the Service to you. The Company will not sell, share, or disclose your User Data to third parties except as described in the Privacy Policy or as required by law.

You are solely responsible for the accuracy, legality, and appropriateness of all User Data you upload. The Company does not verify, audit, or guarantee the accuracy of any commission data, reconciliation results, or alerts generated by the Service.

8. Intellectual Property

The Service, including all software, design, content, trademarks, and technology, is the exclusive property of Prairie Health & Life, LLC DBA Residio and is protected by applicable intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Service beyond the limited right to use it as described herein.

9. Fees and Payment

During the beta period, the Service is provided free of charge. Upon commercial launch, fees will apply as described on the pricing page at residio.io. The Company reserves the right to modify pricing at any time with reasonable advance notice. Founding Member pricing, where applicable, will be honored as described at the time of enrollment.

10. Termination

The Company reserves the right to suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. You may terminate your account at any time by contacting legal@residio.io. Upon termination, your right to access the Service will immediately cease.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT GUARANTEE THE ACCURACY OF ANY COMMISSION RECONCILIATION, ALERT, OR FINANCIAL DATA GENERATED BY THE SERVICE.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRAIRIE HEALTH & LIFE, LLC DBA RESIDIO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST COMMISSIONS, DATA LOSS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of law provisions. Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in South Carolina.

14. Changes to Terms

The Company reserves the right to modify these Terms at any time. We will provide notice of material changes by updating the effective date at the top of this document and, where appropriate, notifying you by email. Your continued use of the Service after any changes constitutes your acceptance of the revised Terms.

15. Contact

For questions regarding these Terms, please contact us at legal@residio.io.