Sequoia
Sequoia

TCB Outsourcing Terms & Conditions

Last Updated: September 19, 2025

These TCB Outsourcing Terms & Conditions (these “TCB Outsourcing 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 TCB Outsourcing 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 TCB Outsourcing Terms, and any other agreements identified in, incorporated into, or made a part of the Order Form. These TCB Outsourcing Terms set forth the additional terms and conditions under which Sequoia will provide to Client certain administration outsourcing 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 TCB Outsourcing Terms, and then (iii) the other agreements identified in the Order Form.

  1. Services. Sequoia shall only apply Client’s policies and comply with Client’s written directions and Client is responsible for reviewing Sequoia’s work. Sequoia shall not exercise any discretion or make or assist with any strategic decisions as part of the Services.
  1. BAA. The parties acknowledge that any Confidential Information that is subject to any Business Associate Agreement (“BAA”) between the parties shall be governed by the BAA.
  1. 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.
  1. Fee Increase. After the Initial Term, Sequoia may increase any fees indicated in the Order Form 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.
  1. Warranties and Disclaimers
    1. Client. Client understands, acknowledges and agrees that: (i) Client is solely responsible and liable for all obligations with respect to the applicable laws governing its benefits or compensation policies as applicable; (ii) Sequoia is not a plan sponsor, plan administrator or fiduciary with respect to any Client plan; (iii) Client is solely responsible for the payments related to its benefits or compensation offerings, including processing any such payments; (iv) Client is solely responsible for any payroll deductions; (v) 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 (vi) 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.
    2. Sequoia. Sequoia represents and warrants to Client that the Services will be provided in a professional and workmanlike manner in accordance with general industry standards for similar services. Any warranty claim under this Section 3(b) must be made in writing within ninety (90) days after performance of the nonconforming Services.
  2. Indemnity. Each party shall indemnify and defend the other party against any claim, demand, suit, proceeding, damages, fines, liabilities, costs and expenses (including reasonable attorneys’ fees), or settlement amounts arising out of the indemnifying party’s violation of applicable laws, including a breach of fiduciary duty.
  3. TCB Outsourcing Terms Updates. Client acknowledges and agrees that Sequoia may, in its sole discretion, modify or update these TCB Outsourcing Terms from time to time, and that Client should review these TCB Outsourcing Terms and any notices made available to Client periodically. When Sequoia materially changes these TCB Outsourcing Terms, Sequoia will notify Client’s Account Administrator via email or Sequoia OS notifications that material changes have been made to these TCB Outsourcing 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 TCB Outsourcing Terms, as updated. If Client does not agree to any of these TCB Outsourcing Terms, including as updated from time to time, Client may not use or access the Services.