Sequoia Benefits Portal Terms and Conditions

These Sequoia Benefits Portal Terms and Conditions (“SBP Terms and Conditions”) 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 Agreement.  All capitalized terms used in these SBP Terms and Conditions and not otherwise defined herein shall have the meanings ascribed to such terms as set forth in the Agreement.  As used herein, “Agreement” shall refer to the Order Form, these SBP Terms and Conditions, and any other agreements identified in the Order Form.

1. Sequoia Deliverables. Sequoia will implement a benefits administration portal to manage and administer employee data, dependent data, employee and dependent benefit enrollment, and benefit documents and communications with bswift (“Sequoia Benefit Portal”) for Client and will develop enrollment and eligibility data transmissions to the insurance carrier, benefit plan, service provider, or other party that offers a plan, service, or product to Employees (as defined below) which plan, service, or product is an employee benefit described on the Sequoia Benefits Portal (“Vendor(s)”).  Client and Sequoia will work together to confirm requirements to develop the Sequoia Benefits Portal with bswift.
   1. Development of the Sequoia Benefits Portal. The Sequoia Benefits Portal will provide Employees with the ability to compare the various benefit options available from Client, select an appropriate option, and enroll electronically in the desired benefit plan, provided the Employee is eligible for the particular benefit.  “Employees” are current or former employees of Client who are loaded on the Sequoia Benefits Portal, including current employees. The Sequoia Benefits Portal may include links that can be used to hyperlink to Client’s other proprietary websites and/or those of its Vendors.  Sequoia does not own or operate any such websites and expressly disclaims all responsibility for the content therein.
      1. Benefit Enrollment Feature. The Sequoia Benefits Portal shall collect demographic and benefit election data for Employees and their dependents for various benefit plans.
      2. Benefit Comparisons. A benefit comparison tool will be available to each Client who desires to provide Employees with a side-by-side benefit comparison of applicable benefit plans.
      3. Internal Benefit Communications. The Sequoia Benefits Portal will have the capability of supporting Client’s corporate communications, including those communications related to employee benefits.
   2. Vendor Transmission. Upon the completion of the Sequoia Benefits Portal, Employee and applicable dependent enrollment and demographic data will be transmitted to Vendors via EDI or Sequoia’s enrollment team, contingent upon each Vendor’s ability and willingness to accept such data electronically.
   3. Training. Sequoia will provide training on the use of the Sequoia Benefits Portal to the Client.  The purpose of the training shall be to educate and train the members of the Client administrative team responsible for the day-to-day benefit management operations and processes (“Administrative Users”), and the Employees on how to use the Sequoia Benefits Portal.

2. Client Deliverables.
   1. Information/Customization. Client shall assist Sequoia in the implementation and renewal of the Sequoia Benefits Portal, including, without limitation, selecting the desired services and voluntary benefits from among those offered by Sequoia, providing the benefit plan description materials and information required to be furnished to Employees as part of the enrollment process under applicable law, providing annual payroll schedules and related codes, identifying any agents or brokers responsible for placing the coverage with Client, identifying the office locations, identifying employees or other individuals to whom the Sequoia Benefits Portal will be made available (“User(s)”), and approving the Sequoia Benefits Portal content.  Client shall, to its knowledge, ensure that all written benefit plan materials are accurate and in compliance with applicable law and that all benefits furnished under the plan offered to the Employees are legally appropriate taking into account tax and other issues.
   2. Name Use. Client hereby grants Sequoia a limited worldwide, non-exclusive, non-transferable license to use Client’s name, logo, and trademark on the co-branded Sequoia Benefits Portal during the term of this Agreement.  This license shall automatically terminate, without notice to Sequoia upon the termination or expiration of this Agreement.
   3. Internal Promotion. Client will actively promote the use of the Sequoia Benefits Portal to the Employees and the human resource department personnel responsible for benefit plan enrollment and administration and selected inter-company human resource communications.
   4. User List. Client shall furnish Sequoia with a User list by entering and updating data directly on the Sequoia Benefits Portal by the Client’s designated administrator(s).  Client is responsible for managing the accuracy of all User data, including but not limited to, addition of new hires, timely terminations, salary changes, demographics, and qualifying life events.
   5. Internet Access. Client, at its own cost and expense, will provide its Employees with the ability to access the Sequoia Benefits Portal via the Internet.  Client shall provide all software, hardware, including without limitation, computers and modems, and Internet service required for Employees to access the Sequoia Benefits Portal.
   6. Reference Site. Client agrees that Sequoia may publicly disclose that Sequoia is providing services to Client and may include Client’s name in promotional materials, including press releases, and on Client’s website.  Neither party may publicly use the other party’s logo or other trade or service mark without that party’s permission.  Client further agrees to act as a reference for Sequoia, provided Client shall maintain sole discretion over any content of such conversations and/or references given by Client.
   7. Carrier Requirements. Client acknowledges that all Users shall comply with applicable carrier requirements included in the online enrollment platform, including but not limited to, carrier arbitration agreements.

3. Term and Termination. The term of the SBP Terms and Conditions is as set forth in Section IV of the Order Form and Section 2 of Sequoia’s Services General Terms & Conditions.  Notwithstanding the foregoing, during the term of this Agreement, Client may change to a different benefits administration system; provided, however, that Client provides written notice to Sequoia not less than thirty (30) days prior to the date of desired system change.

4. Fees & Remedy for Nonpayment.
   1. Ongoing Software and Support Fees. The number of Employees covered by the fee will be calculated as of the first day of each month and terminated Employees shall be excluded from the Employee count as of the first day of the month following the termination unless Sequoia is involved in administering benefits for those Employees or their dependents.
   2. Remedy for Nonpayment. In addition to the remedies available to Sequoia in the event of Client’s breach and failure to cure, Sequoia shall be entitled to interest equal to one and one-half percent (1.5%) per month or, if less, the maximum amount permitted by law, on any outstanding Sequoia Benefits Portal fees which are due but unpaid by Client. In addition, Sequoia shall be permitted to discontinue services in the event that fees due to Sequoia are not paid by Client, after no less than thirty (30) days prior notice of the intent to discontinue service and disengage the Sequoia Benefits Portal.

5. Intellectual Property and Data.
   1. Intellectual Property. All right, title, and interest in and to all content, graphics, trademarks, logos, and other materials of any type appearing on the Sequoia Benefits Portal other than the names and trademarks of Client and specific third parties offering site links and copyrighted material furnished by a third party or data provided by Client or Users (as described in Subsection 5.b. below) and all technology related thereto, is owned by Sequoia.  Nothing in this Agreement or in any attachment hereto creates in Client any rights in Sequoia’s intellectual property.
   2. Data. All right, title, and interest in the Employee information and other data furnished by Client or the Employees or Users is owned by Client and may not be disclosed, transferred, assigned, sold or published to third parties by Sequoia without Client’s advance written permission.  Notwithstanding the foregoing, Client hereby consents to Sequoia’s use, sale, transfer, and transmission of aggregate data captured on the Sequoia Benefits Portal, including Employee demographic information, Employee benefit selection data, and voluntary benefit purchasing patterns; provided, however, that all such information may not identify the particular Employee nor any other information (address, telephone number, etc.) which may be used by a third party to identify an Employee, User, or Client.  Sequoia will not publish or sell Employee-specific information such as a mailing list of named Employees or to otherwise sponsor, conduct, or facilitate on behalf of a third party (through the provision of employee names, addresses, or telephone numbers) a targeted mailing or other marketing campaign.  If an Employee or User links to a Vendor’s website or purchases products or services from a Vendor, Sequoia is not responsible for that Vendor’s use of information captured or gleaned from the experience of that User or Employee.

6. General.
   1. Independent Contractor. Each party is and will remain an independent contractor with respect to all performance rendered pursuant to this Agreement.  Neither party nor any employee thereof will be considered an employee or agent of the other party for any purpose and will have no authority to bind or make commitments on behalf of such other party for any purpose and will not hold itself or themselves out as having such authority.
   2. Taxes. Each party will have sole responsibility for the payment of all taxes and duties imposed by all governmental entities, as they pertain to its duties, obligations and performance under this Agreement.
   3. Force Majeure. Neither party will be held liable for failure to fulfill its obligations under this Agreement if the failure is caused by flood, extreme weather, fire, or other natural calamity, acts of governmental agency, or similar causes beyond the control of such party, and the term for performance will be increased to a reasonable period of time.
   4. Assignment. Neither party may sell, transfer, or assign this Agreement, or transfer, delegate, or assign any right or obligation set forth in this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld.  Any act in derogation of the foregoing will be null and void.
   5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect and will be interpreted, to the extent possible, to achieve its purposes without the invalid, illegal or unenforceable provision.