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Compensation Management System Terms & Conditions

Last Updated: June 10, 2025

These Terms & Conditions (these “Comp OS Terms”) are incorporated by reference into the Comp OS 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 Comp OS 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, these Comp OS Terms and any other agreements identified in, incorporated into, or made a part of the Order Form. These Comp OS Terms set forth the additional terms and conditions under which Sequoia will provide to Client Sequoia Compensation Management System solutions (the “Services”) and supplement the Services General Terms & Conditions. In case of conflict, the order of priority of governing terms is (i) the Order Form, (ii) these Comp OS Terms and then (iii) the other agreements identified in the Order Form.

  1. Services.
    1. Client acknowledges and agrees that the Services are subject to change.
    2. Client acknowledges and agrees that certain Services may be subject to limitations in the number of administrators or other individuals who may use such Services. Such limitations are determined by Sequoia in its sole discretion.
  2. Employees.
    1. Where applicable, Client will provide or authorizes access to Sequoia lists of Client employees and personnel (“Employees”) and such other information as Sequoia reasonably requests (“Employee Information”) to make the Services available to Client and/or Client’s Employees. Client will provide current Employee Information in a format required by Sequoia (the “Employee Data Report”). Client acknowledges and agrees that one or more Services may not be available if Client does not provide or authorize Employee Data Reports when and how requested by Sequoia.
    2. Client acknowledges and agrees that Employee Information only for then-current Employees may be included in each Employee Data Report. Client further acknowledges and agrees that any individual, including without limitation its former employees, not included in Employee Data Report or who should not be included in the Employee Data Report, where applicable, may not be eligible for one or more Services.
  3. Term and Termination.
    1. The Initial Term of the Agreement is set forth in the Order Form. Unless otherwise provided in the Order Form, subject to Sequoia’s agreement to continue providing Services to Client, the Initial Term will automatically renew for additional one-year terms (“Renewal Term(s),” and the Initial Term and Renewal Term referred to herein as “Term”), beginning on the first day following the Initial Term unless Client provides written termination notice to the other not less than thirty (30) days prior to expiration of the Initial Term or subsequent Renewal Terms (the “Renewal Deadline”). In the event Client terminates the Agreement, Client shall remain obligated to pay Sequoia an amount equal to the fees payable for the month prior to termination multiplied by the number of months remaining after the month of termination.
    2. Sequoia may terminate this Agreement upon ten (10) days written notice to Client.
    3. Sequoia may terminate the Agreement without further notice if Client is more than ten (10) days past due on any amount payable pursuant to the Agreement.
  4. Fee Increase. After the Initial Term, Sequoia may increase any fees indicated herein for any subsequent Renewal Term, provided that Sequoia provides Client with notice of such price increase at least thirty (30) days prior to the Renewal Deadline.
  5. Disclaimers. Client understands, acknowledges and agrees that: (i) Sequoia is not a plan sponsor, plan administrator or fiduciary with respect to any Client plan; (ii) Sequoia shall have no other role, responsibility or liability with respect to any Client plan including, without limitation, that of a third-party administrator; and (iii) to the extent that Sequoia provides any administrative or other services with respect to a Client plan, (A) all such services are taken on behalf of Client and at Client’s specific direction, (B) Sequoia shall not take on any fiduciary or other obligations as a result of such services under the Employee Retirement Income Security Act of 1974, as amended, or any other law, and (C) Client shall remain solely responsible and liable for such services and any underlying obligations.
  6. System Integration. If Sequoia determines that Client’s systems are not adequately integrated to allow for automated eligibility file transmissions to Sequoia, then this Section 6 shall apply.
    1. Client acknowledges and agrees that Client’s access to the Services is conditional upon Client providing all information and/or documentation requested by Sequoia, which may include, without limitation, employee information and other documents, in a comprehensive, timely and accurate manner.
    2. Sequoia shall use the Employee headcount in Client’s first Employee Data Report to calculate the Services Fees.
    3. Client acknowledges and agrees that until system integration is complete, certain Services and/or certain features of the Services may be unavailable to Client.
    4. If system integration is not completed within ninety (90) days of the effective date of the Agreement, Sequoia shall have the right to terminate the Agreement effective immediately with no further obligation or liability on Sequoia. Upon the termination of the Agreement, Client shall remain obligated to make payment of any unpaid invoices owed to Sequoia.
  7. Comp OS Terms Updates. Client acknowledges and agrees that Sequoia may, in its sole discretion, modify or update these Comp OS Terms from time to time, and that Client should review these Comp OS Terms and any notices made available to Client periodically. When Sequoia materially changes these Comp OS Terms, Sequoia will (a) update the ‘Last Updated’ date at the top of this page and (b) notify Client’s Account Administrator via email or Sequoia People Platform notifications that material changes have been made to these Comp OS Terms. Any such changes will become effective no earlier than thirty (30) days after they are posted, except that changes addressing new Services, new functionality of existing Services, or changes made for legal reasons will be effective immediately. Client’s continued use of the Services after the date any such change becomes effective constitutes Client’s acceptance of these Comp OS Terms, as updated. If Client does not agree to any of these Comp OS Terms, including as updated from time to time, Client may not use or access the Services.