Carrot Pro Specific Terms & Conditions

PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE SERVICES. SEQUOIA PROVIDES THE SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CLIENT ACCEPT AND COMPLY WITH THEM. BY CLICKING THE “ACCEPT & CONTINUE” BUTTON, OR BY PURCHASING, USING OR OTHERWISE ACCESSING THE SERVICES, OR ANY COMPONENT THEREOF, IN ANY MANNER WHATSOEVER, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT CLIENT IS LEGALLY BOUND BY ITS TERMS AND (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CLIENT AND BIND CLIENT TO ITS TERMS. IF YOU AND/OR CLIENT DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DISCONTINUE THE PURCHASE PROCESS AND DO NOT ACCESS OR USE THE SERVICES IN ANY MANNER.

These Carrot Pro-Specific Terms (these “Carrot Pro Terms”) are incorporated by reference into the Wellness Bundle Order Form (the “Order Form”) by and between Sequoia Benefits and Insurance Services, LLC, d/b/a Sequoia Group, a California limited liability company (“Sequoia“), and the Client identified in such Order Form. All capitalized terms used in these Carrot Pro Terms and not otherwise defined herein shall have the meanings ascribed to such terms as set forth in the Agreement. As used herein, the “Agreement” shall refer to the Order Form, the Wellness Bundle Terms & Conditions (the “Ts & Cs”), these Carrot Pro Terms and any other agreements identified in the Order Form. In case of conflict, the order of priority of governing terms is (i) the Order Form, (ii) these Carrot Pro Terms, (iii) the Ts & Cs and then (iv) the other agreements identified in the Order Form.

Carrot Fertility, Inc. is a third-party beneficiary of the following terms, which only apply to the purchase of “Carrot Pro” services:

1. Client acknowledges that (x) Sequoia is not a legal agent of Carrot, and (y) that Client owes fees for the Services (“Fees”), which it has promised to pay to Sequoia. A failure to pay Fees in full to Sequoia will be deemed a breach of these Terms. In the event of such a breach, and without prejudice to any other right or remedy available to Carrot, Carrot may at its option (1) charge Client its then-standard retail rate(s) for the Services (and Client shall pay all such amounts net 30), and or (2) collect such amounts owed to Sequoia from Client directly.
2. Client acknowledges and agrees that Carrot may reject providing services to Client by notifying Sequoia of such rejection within forty-eight (48) hours of receiving notice that Client has signed up for Carrot’s services and Client’s benefit elections. In such case, Carrot will not be required to deliver the services to Client.
3. If, during the Subscription Period: (i) Client terminates (or removes the services described above from) its agreement with Sequoia, or (ii) Carrot’s agreement with Sequoia for the Sequoia Wellbeing Bundle Program terminates or expires, then Client shall purchase the Services directly from Carrot at Client’s then applicable rates for the Sequoia Wellbeing Bundle, in each case, for the remainder of the Subscription Period ((i) and (ii), each, a “Sequoia Termination Event”). Carrot and Client shall promptly enter into a direct agreement to reflect the applicable rates and required terms.
4. In the event that Client terminates its agreement with Sequoia for the Sequoia Wellbeing Bundle Program, Client shall use its reasonable efforts to provide Carrot with 60 days’ advance written notice (and, in any event, shall provide no less than 45 days’ advance written notice). If a Sequoia Termination Event occurs, Client shall provide all reasonable cooperation to Carrot to complete the associated implementation process.
5. Benefit Construction and Implementation. Client hereby instructs Carrot, and Carrot agrees, to construct and implement a benefit for Client’s Eligible Employees, along with their Dependents, in accordance with Client’s selections with Sequoia, and any further descriptions set forth in these Services Descriptions (collectively, the “Benefit”). “Dependent” means the category and/or qualifications of partners or spouses of Eligible Employees that Client designates as eligible for the Benefit; as properly communicated to Carrot via the eligibility file (or, as applicable, as confirmed via individual attestation to Carrot). “Eligible Employees” means the category of Employees that Client designates as eligible for the benefit offered thereunder; as properly communicated to Carrot via the eligibility file.
6. Supporting Members. Providing, in accordance with the Agreement, and with respect to (x) each country selected by Client and accepted by Carrot, and (y) the Journeys selected by Client with Sequoia and accepted by Carrot and all other Member-facing services expressly set forth in this Agreement, the same services within the applicable subscription type (e.g., Core or Pro) as Carrot makes generally available to all other members receiving services in such country (the “Member Services”). For example, Claims Services (if applicable) may not be available in all countries. “Journey” means access to: (1) Carrot platform support for Members (e.g., Carrot Plans, educational resources, and expert chats) for a given category of fertility or family forming, and (2) if applicable, financial benefit and coverage selections. “Carrot Plan” means the digital guide that Members request, receive and refresh through the Carrot platform (or alternative delivery mechanism). “Member” means an Eligible Employee or Dependent who has created (or, in the case of Dependents, has access to) a Carrot Account.
7. Carrot does not provide legal, tax medical or other professional advice; Client should seek outside advice regarding its use of the Benefit. Between Carrot and Client, Client is the  one responsible for meeting its own compliance obligations, including any laws that  apply to its Members’ Benefit use, such as tax treatment of reimbursed expenses (if any) and associated withholding or reporting. Except as otherwise mentioned, Carrot may modify, discontinue, or otherwise change the Services so long as it does not materially decrease the overall functionality of the Services. Client may not share or distribute any reports or data provided by Carrot, may use any aggregated data that Carrot provides only for its internal purposes, and may only use any identifiable data Carrot may provide to assist Client with disbursements, payroll and tax purposes, or with other legal  obligations. With Client’s written authorization, Carrot may use Client’s name or logo in Carrot’s marketing materials and website (with appropriate attribution). Client  authorizes Carrot to send a registration email (a copy of the content is available to Client if requested) upon Benefit launch (and at the start of each new plan year after that) to Eligible Employees on behalf of Client, as well as a quarterly email communication campaign to Eligible Employees (with an option to unsubscribe) to announce new resources, virtual educational events, and other updates. Carrot’s fees are, in part, based on the authorizations described in this Section, so if Client’s actual requirements or compliance varies, additional fees may apply.
8. Claims Services; Reporting. Client delegates to Carrot the authority to validate Member reimbursement requests in accordance with Client’s Benefit design and Carrot’s benefit determination guidelines. Carrot shall provide such validation services, and shall administer valid reimbursement claims for Covered Expenses submitted by Members. “Covered Expenses” means reimbursement-eligible expenses incurred by Members within the Journeys indicated in the selection with Sequoia (except where expressly indicated that a financial benefit is not offered), as further illustrated in the Covered Expenses attachment. Client will promptly notify Carrot if it is aware of any unauthorized transactions relating to Covered Expenses. Client shall provide any KYC information reasonably requested by Carrot from time to time, which Carrot may use to perform Services and as required by third party audit. Carrot may deny or suspend the Services if it does not receive sufficient KYC information as required by applicable law and Carrot policy, in the event of Customer fraud and/or violation of Carrot policy.
9. Additional Reporting. In connection with the Claims Services and where applicable, Carrot may share Utilization Reports with Client. “Utilizations Reports” means certain identifiable data relating to Members’ use of the Services, generally, employee identification numbers, first name, last name, total amounts reimbursed, and the category under which the expense is being reimbursed.
10. Invoice. Carrot shall, via email, invoice Client for Covered Expenses reimbursements owed monthly, and Client shall pay for Covered Expenses via direct deposit, net 3 days from the invoice date. Client is a U.S. entity and shall pay for Covered Expenses in U.S. dollars and (if paying Direct Debit) from a U.S. Bank account, without need for a P.O. Carrot is never responsible for the payment of any Covered Expenses with its own money. Carrot may charge a late fee of 1% (if 8-30 days late), 3% (if 31-60 days late), and 5% (if 61-90 days late), in each case, of the invoiced amount if Client does not pay on time. If Client is more than 60 days overdue, Carrot may also suspend any Service(s ) and/or engage a collections agency to recover the unpaid amounts, together with reasonable collection costs. Reinstatement of suspended Services requires all unpaid amounts to be paid in full, together with a $500 reinstatement fee and any interest. Client will indemnify, defend and hold Carrot and its affiliates, and its and their respective officers, directors, employees, agents, successors, and assigns harmless from and against any Claims arising out of or resulting from Client’s (or its personnel’s) failure to reimburse any Covered Expenses. “Claim” means any and all losses, damages, liabilities, or costs (including reasonable attorneys’ fees) incurred by the indemnified party in connection with claims, suits, causes of action, or proceedings, in each case, that are brought by a third party. This Section will survive the expiration or earlier termination of any Agreement(s).
11. Pro Benefits Services; COBRA. Carrot shall provide Carrot Forms as templates for Client to review, approve, and use to create the governing documents for the component(s) of the Benefit to be offered pursuant to an HRA (the “Pro Benefit Services.”) “Carrot Forms” means Carrot’s standard plan document(s) and summary plan description(s) updated with information provided by Client. “HRA” means a health reimbursement arrangement as defined in IRS Notice 2002-45, and related IRS guidance. To the extent that Client elects to include Qualified Beneficiaries within its Benefit: (i) Carrot will provide reasonable support to Client’s third-party administrator to support Client’s COBRA coverage for Qualified Beneficiaries; and (ii) Notwithstanding anything to the contrary herein, Qualified Beneficiaries are “Members” for purposes of this Agreement, and entitled to reimbursement for Covered Expenses on the basis set forth in the HRA. “Qualified Beneficiaries” means select Eligible Employees and/or Dependents (determined in accordance with Client’s HRA elections) who are eligible to continue to receive certain reimbursements under the HRA as provided under COBRA. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, and Treasury Regulations and guidance issued thereunder, as amended.
12. The Carrot Forms have been created with a professional standard of care. It is Client’s responsibility to review the Carrot Forms and ensure they conform to the facts and circumstances specific to Client. Client shall also make the Carrot Forms available to Members as required by law. In general, Client (not Carrot), is responsible for compliance with laws applicable to its (and its Members’) receipt of the Services (COBRA, ERISA, etc.), such as compliance and COBRA administration of the HRA, performing any required nondiscrimination testing and performing any quantitative or nonquantitative treatment analysis.
13. Client represents and warrants that the entity signing with Sequoia will (and is, under applicable law, able to) be the “plan sponsor” (as such term is defined in 29 USC § 1002(16)) for all entities covered in its receipt of the Services and that Client, together with any such other entities, collectively are related and that a controlled group relationship exists as defined under Internal Revenue Code Section 414. For clarity, the entity(ies) “covered by” this Agreement are the entity(ies) that employ all US Eligible Employees counted in this Agreement.
14. Carrot Rx Services. Carrot shall offer US-based Members access to pre-negotiated rates on select medications via its Third Party Partner(s)(currently, Alto Pharmacy, LLC, and any successor providers) (“Carrot Rx Services”, which are also “Third Party Support Services.”). Such access also provides Members with ordering, delivery, and unboxing support (created in accordance with Carrot guidance and review). Notwithstanding anything to the contrary herein, and subject to any exceptions permitted by Carrot policy, prescription pharmacy expenses are not Covered Expenses for US-based Members unless incurred using the Carrot Rx Services.
15. Virtual Menopause Care. If Menopause is part of the Journeys included in Client’s bundle, Carrot shall offer US-based Members access (the “Menopause Services”) to a Third Party Partner’s virtual providers, who provide telehealth services for menopause related care. The Menopause Services are “Third Party Support Services,” and Wheel Medical P.A. (who provides telehealth), and Bridge’s Provider Group (Cloud Health Medical Group, P.A.), and any successor providers, are each a “Third Party Partner”.
16. The Third Party Support Services may not be available in all countries, and may be changed suspended or removed the at any time. Carrot is not responsible for anything a Third Party Partner does or doesn’t do, nor for the services they provide.
17. Client hereby grants Carrot a non-exclusive, worldwide, royalty-free license to access and use the data in the Eligibility File to: (a) the extent necessary to make Services available to Client and Members; and (b) create aggregated and deidentified data to (i) help with monitoring, maintaining, improving and/or enhancing our services; and (ii) to run statistical and performance analysis on the same. Client hereby represents and warrants that, at all times during the Subscription Period, Client Data shall be accurate, complete, and current. Client confirms that the information in its eligibility file (as provided to Carrot) is and will be accurate, complete, and current, that it is able to grant the license set forth in this Section, and that the eligibility file will not contain individuals named on any sanctions- or export-related list of restricted parties or who are located in any of the countries and territories subject to U.S. trade embargoes. Client recognizes that Carrot is not responsible for any overpayments, the inability to provide Services to Members or other issues that arise from the inaccuracy of the Eligibility File.
18. Limitation of Liability. EXCEPT FOR (A) A PARTY’S GROSS NEGLIGENCE, OR WILLFUL, CRIMINAL OR FRAUDULENT MISCONDUCT; (B) CLIENT’S PAYMENT AND REIMBURSEMENT OBLIGATIONS, (C) EACH PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL CARROT BE LIABLE (DIRECTLY OR THROUGH CLAIMS BROUGHT THROUGH SEQUOIA) FOR ANY LIABILITY ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THE SERVICES: (1) IN EXCESS OF THE AMOUNT PAID BY CLIENT UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST OCCURRENCE GIVING RISE TO SUCH LIABILITY, OR (2) WITH RESPECT TO THE BUSINESS ASSOCIATE TERMS (IF ANY) AND/OR ELIGIBILITY FILE, IN EXCESS OF THREE TIMES THE AMOUNT PAID BY CLIENT UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST OCCURRENCE GIVING RISE TO SUCH LIABILITY.