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Client Authorization and Direction to Sequoia
Client System and Account Access

PLEASE READ THIS AUTHORIZATION AND DIRECTION CAREFULLY PRIOR TO ELECTING TO AUTHORIZE AND DIRECT SEQUOIA BENEFITS AND INSURANCE SERVICES, LLC AND ITS AFFILIATES (“SEQUOIA”) TO READ BASIC COMPANY AND PLAN INFORMATION, HUMAN RESOURCES DATA, PAYROLL DATA, COMPENSATION-RELATED DATA, BENEFITS, TOTAL REWARDS, AND INCENTIVE DATA, AND/OR AND OTHER RELATED EMPLOYEE INFORMATION FROM YOUR HRIS, PAYROLL, INCETIVE, BENEFITS, OR OTHER CLIENT SYSTEMS OR ACCOUNTS. INCLUDING THIRD PARTY SYSTEMS, BY ENABLING THE PERMISSIONS AND ALLOWING SEQUOIA ACCESS, YOU (A) ACCEPT THIS AUTHORIZATION AND DIRECTION 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 AUTHORIZATION AND DIRECTION 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 AUTHORIZATION AND DIRECTION PROCESS.

This Client Authorization and Direction to Sequoia (this “Authorization and Direction”) is given by the client authorizing such access (“Client”) to Client’s systems and/or account(s) by Sequoia, as of the date acknowledged hereof. As used herein, “Authorization and Direction” shall mean this Authorization and Direction and any other agreements, terms and conditions incorporated herein by reference as set forth in this Authorization and Direction.

  1. Access. Client authorizes and directs Sequoia to make available Client’s Client Data from Client’s relevant systems and/or account(s) (“Access”), and such Access is made available to Client upon Client’s request to Sequoia (data that is transmitted as part of this Authorization and Direction, the “Client Data”). Client further authorizes and directs Sequoia to use such Access to perform write backs involving Client Data, including employee status and status changes. Client authorizes Sequoia’s use of any Client Data it makes available to Sequoia via the Access, including, without limitation, one or more of the following categories of data: (i) basic company and plan information; (ii) human resources information system (HRIS) and related individual and aggregated data; (iii) payroll, withholding, incentive, and other compensation-related data; and (vi) benefits, total rewards, and incentive information and data. The Access and the Client Data are provided “as is” and with all faults.
  2. Client Acknowledgement, Representation and Warranty. Client acknowledges and agrees that Sequoia did not perform any diligence on Client systems, third party systems utilized by Client, Client accounts, or Client Data, and that Sequoia has no obligation to do so, and that Sequoia is not responsible for any damages that Client or any of its employees incur with respect to the Access or Client Data. Client represents and warrants to Sequoia that Client has all necessary consents and has taken all other actions as may be required by law to permit the access, use and distribution of Client Data, as contemplated by this Authorization and Direction. Client further represents and warrants to Sequoia that it shall not transmit Client Data as contemplated by this Authorization and Direction where such transmission would violate any relevant data privacy law, rule or regulation, including, without limitation, CCPA, GDPR, and similar data privacy laws.
  3. Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, SEQUOIA:
    1. DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE CLIENT DATA, ITS TRANSMISSION, AND ANY ACTION OR INACTION REGARDING THE CLIENT DATA BY CLIENT, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, RELIABILITY, ACCURACY, THAT THE OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND
    2. SHALL NOT BE LIABLE CONCERNING THE SUBJECT MATTER OF THE AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) INTERRUPTION OF USE, BREACH, LOSS OR INACCURACY OF CLIENT DATA, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL OR (C) DIRECT DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  4. Client Indemnification. Client will indemnify, defend, and hold harmless Sequoia and its officers, directors, employees and agents (each, a “Sequoia Indemnified Party”) from and against any and all claims, demands, liabilities, losses, damages, actions, causes of action, costs, or expenses of any kind or nature, including reasonable attorneys’ fees and costs, arising out of any allegation, suit, or claim made or threatened against any Sequoia Indemnified Party based upon, arising out of, with respect to, or by reason of (i) the Access; (ii) the transmission to, and action or inaction by Client, or any other party with respect to Client Data (including, without limitation, any breach or incident related to Client Data), or (iii) violation of any law, rule or regulation applicable to Client’s performance under this Authorization and Direction, including, without limitation, CCPA, GDPR and other applicable privacy laws.
  5. Terms and Conditions. Use of Sequoia products is subject to the terms and conditions set forth at https://www.sequoia.com/legal (“.Terms”) In the event of any conflict between this Agreement and the applicable product or service Terms, this Agreement shall control.
    1. Entire Agreement. This Authorization and Direction constitutes the sole understanding of Client and Sequoia with respect to the subject matter hereof and supersedes any and all prior and contemporaneous understandings between Client and Sequoia with respect to the subject matter hereof. This Authorization and Direction may not be amended or modified unless Sequoia and Client agree to do so in writing. In the event of any conflict between the previous agreements between Client and Sequoia, and this Authorization and Direction, the terms and conditions of this Authorization and Direction shall control.