Investor Advisory Terms & Conditions

These Investor Advisory Terms & Conditions (these “Investor Advisory Terms”) are incorporated by reference into the Client Services 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 Investor Advisory 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 Investor Advisory Terms and any other agreements identified in, incorporated into, or made a part of the Order Form. These Investor Advisory Terms set forth the additional terms and conditions under which Sequoia will provide to Client certain investor advisory services (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 Investor Advisory Terms and then (iii) the other agreements identified in the Order Form.

1. Services. Sequoia represents that Sequoia is duly licensed (as applicable) and has the qualifications, the experience and the ability to properly perform the Services. Sequoia shall provide the Services in a professional and workmanlike manner in accordance with general industry standards.
2. Fees. Client acknowledges and agrees that fees shall be paid to Sequoia via ACH debit pursuant to the ACH authorization form provided by Sequoia.
3. Ownership of Results/Works for Hire. Any and all original work, systems, designs, reports, software, specifications, charts or any original works of authorship created by Sequoia or its subcontractors or subconsultants exclusively for Client in connection with the Services performed under this Agreement shall be “Works for Hire” as defined under Title 17 of the United States Code, and all copyrights in such works are the property of Client. In the event that it is ever determined that any such works are not works for hire under U.S. law, Sequoia hereby assigns all copyrights to such works to Client.
4. Sequoia’s Proprietary Rights. This Agreement does not transfer or convey to Client or any third party, any right, title or interest in or to the Services or any associated intellectual property rights, but only a limited right of use as granted in and revocable in accordance with this Agreement.
5. Taxes. Sequoia will report as income all compensation received by Sequoia pursuant to this Agreement. Sequoia shall have full responsibility for payment of applicable withholding taxes and other such applicable taxes for all compensation paid to Sequoia. Sequoia will not be entitled to participate in any plans, arrangements, or distributions by Client pertaining to any bonus, stock option, profit sharing, insurance or similar benefits of Client.
6. Investor Advisory Terms Updates. Client acknowledges and agrees that Sequoia may, in its sole discretion, modify or update these Investor Advisory Terms from time to time, and that Client should review these Investor Advisory Terms and any notices made available to Client periodically. When Sequoia materially changes these Investor Advisory Terms, Sequoia will notify Client’s Account Administrator via email or Sequoia OS notifications that material changes have been made to these Investor Advisory 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 Investor Advisory Terms, as updated. If Client does not agree to any of these Investor Advisory Terms, including as updated from time to time, Client may not use or access the Services.