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Services General Terms & Conditions

Last Updated: July 2, 2025

These Services General Terms & Conditions (these “General Terms”) are incorporated by reference into the Client Services Order Form, the Comp OS Order Form, or other service agreements (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 General Terms 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 General Terms, and any other agreements identified in, incorporated into, or made a part of the Order Form. In case of conflict, the order of priority of governing terms is (i) the Order Form, (ii) the other agreements identified in the Order Form, and then (iii) these General Terms.

  1. Services. Sequoia shall provide to the Client the Services selected in the Order Form pursuant to the terms of the Agreement. The Services provided by Sequoia are advisory, and in the nature of consulting services, and Sequoia is not providing legal, actuarial, tax, or accounting services and is not taking on any fiduciary duties or obligations to Client except as expressly provided for in the Agreement. Client acknowledges and agrees that any reports or advice provided by Sequoia should not be relied upon as accounting, legal, actuarial, or tax advice, and Sequoia recommends that Client seek professional independent advice on such matters.
  1. Term and Termination
    1. The Initial Term of the Agreement is set forth in the Order Form. Subject to Sequoia’s agreement to continue providing Services to Client, the Initial Term will automatically renew as to Client 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 Sequoia not less than 90 days prior to expiration of the Initial Term or subsequent Renewal Terms (the “Renewal Deadline“).
    2. Either party may terminate the Agreement upon thirty (30) days written notice of a material breach of the Agreement (including without limitation a material breach of any Business Associate Agreement between the parties) by the other party if such breach is not cured within the thirty (30) day notice period.
    3. Upon the acquisition, merger, or other change in control event of Client, the parties acknowledge and agree that the Agreement, including any payment obligations under the Order Forms, shall remain binding upon the parties, including any assigns or successors to Client (together with Client, the “Surviving Entity”). The Surviving Entity shall continue using Sequoia for the Services; provided that Client may instead terminate the Agreement on the date of such change in control event upon reasonable prior written notice and the Surviving Entity shall pay the remaining fees due under the Agreement, including estimated commissions (the “Termination Option”). If Client chooses the Termination Option, Client understands and agrees that Sequoia’s obligations under the Agreement shall terminate as of the date of such termination.
  1. Fees and Compensation
    1. Client agrees to pay or provide for the compensation of Sequoia for Services during the term of the Agreement as set forth in the Order Form. For any fee payable other than by commission paid directly from insurance carriers, Client will pay Sequoia within 30 days after receipt of an invoice. Sequoia assumes any such payment is not paid from Client plan assets unless Client informs Sequoia otherwise. Any amount not paid by Client when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the highest permissible rate under applicable law, whichever is less, until paid in full. Client shall provide Sequoia with such information as may be required for Sequoia to be able to invoice and process payments in connection with the Services.
    2. Client may dispute an invoice by providing written notice to Sequoia describing the basis of Client’s disagreement with reasonable detail within 30 days after receipt of the invoice. Client may withhold the disputed fees until the dispute is resolved. Client agrees that it must act reasonably and in good faith and will cooperate diligently with Sequoia to resolve the dispute. Sequoia will not charge a late fee or suspend the Services for unpaid fees that are in dispute unless Client fails to cooperate diligently with Sequoia or Sequoia determines that the dispute is not reasonable or not brought in good faith.
    3. Unless otherwise indicated in the Order Form, charges from third party vendors for costs including, but not limited to, carrier or vendor data transfer or integration fees, printing, communications or production services, and out-of-pocket travel expenses (including transportation, hotels, meals, etc.) on Client’s behalf will be passed through to Client for payment, as well as any sales or use tax that Sequoia becomes obligated to pay in connection with services provided on Client’s behalf. If any travel is required in connection with the Services, Sequoia shall obtain approval from Client prior to incurring travel expenses that Sequoia requests be reimbursed.
  1. Sunsetting Services. Sequoia may sunset any Services if Sequoia ceases to offer such services for its clients generally.
  1. Confidentiality
    1. Definition. Each party agrees that the business, technical and financial information, including without limitation, benefit elections and preferences, use and access to data bases and websites, plan descriptions and materials, Sequoia’s methods of providing Services, Client Data (as defined below), either party’s software, source code, inventions, algorithms, know¬how and ideas and the terms and conditions of the Agreement, that is designated in writing as confidential, or is disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed, shall be the confidential property of the disclosing party and its licensors (“Confidential Information”). Sequoia’s Confidential Information includes (i) general knowledge, experience, know¬how, works and technologies (including ideas, concepts, processes and techniques) acquired during provision of the Services, and (ii) anonymized compilations and analyses of Client Data (as defined below) (“Derivative Data”), including aggregated Derivative Data, and (iii) evaluations, benchmarking tests, studies, analyses and other work product from the foregoing (i) and (ii). Confidential Information does not include information that (a) is previously rightfully known to the receiving party without restriction on disclosure, (b) is or becomes known to the general public, through no act or omission on the part of the receiving party, (c) is disclosed to the receiving party by a third party without breach of any separate nondisclosure obligation, or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
    2. Confidentiality. Except for the specific rights granted by the Agreement, the receiving party shall not access, use or disclose any of the disclosing party’s Confidential Information without its written consent, and shall use at least the standard of care used to protect its own Confidential Information of a similar nature, but not less than reasonable care to protect the disclosing party’s Confidential Information, including ensuring that its employees and contractors with access to such Confidential Information (a) have a need to know for the purposes of the Agreement and (b) have been apprised of and have agreed in writing to restrictions at least as protective of the disclosing party’s Confidential Information as the Agreement.  Each party shall be responsible for any breach of this Section 5.b by its employees and contractors.  Each party may disclose only the general nature, but not the specific terms, of the Order Form without the prior written consent of the other party; provided that either party may provide a copy of the Agreement or otherwise disclose its terms in connection with any legal or regulatory requirement, financing transaction or due diligence inquiry.
    3. Deletion of Confidential Information. Except as expressly allowed herein, at the disclosing party’s request, the receiving party shall destroy all of the other’s tangible Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records and materials developed therefrom. Notwithstanding the foregoing, Sequoia may retain a copy of Client’s Confidential Information in order to comply with applicable law and document retention policies; provided that Sequoia shall continue to maintain the confidentiality of Client’s Confidential Information as long as it is in Sequoia’s possession.
    4. Required Disclosure. Nothing herein shall prevent a receiving party from disclosing any Confidential Information as necessary pursuant to any court order, lawful requirement of a governmental agency or when disclosure is required by operation of law (including disclosures pursuant to any applicable securities laws and regulations); provided that prior to any such disclosure, and to the extent permitted by law, the receiving party shall use reasonable efforts to (a) promptly notify the disclosing party in writing of such requirement to disclose and (b) cooperate with the disclosing party in protecting against or minimizing any such disclosure or obtaining a protective order.
  1. Intellectual Property
    1. Sequoia’s Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, trade names, logos, domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property”) in and to all documents, reports, analyses, Sequoia mobile application and web platform, Sequoia Benefits Portal, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of Sequoia in the course of performing the Services, including any items identified as such in the Order Form, excluding Client Data (as defined below) (collectively, the “Deliverables”), shall be owned by Sequoia. Sequoia hereby grants Client a non-exclusive, fully-paid up, royalty-free, non-transferable, non-sublicensable license to use and display the Deliverables for Client’s internal purposes. Client acknowledges and agrees that Derivative Data, Derivative Data that is combined with data from other clients, and evaluations, benchmarking tests, studies, analyses, and other work product all shall constitute Sequoia’s Intellectual Property. Nothing in these General Terms shall (i) provide Client the right to share Sequoia’s Intellectual Property, including the Deliverables, with other insurance brokers or (ii) create in Client any rights in Sequoia’s Intellectual Property other than as expressly granted.
    2. Client’s Intellectual Property. Client shall retain all ownership and Intellectual Property rights in and to all Client Data (as defined below) provided to Sequoia by Client. Client hereby grants Sequoia a worldwide, non-¬exclusive, royalty-¬free license to use, copy, access, process, reproduce, perform, display, modify, distribute and transmit data and other content provided by Client or its employees to Sequoia pursuant to the Agreement (“Client Data”) in connection with providing the Services and/or access to Sequoia mobile application and web platform or other products to Client.
    3. Feedback. Sequoia shall own any suggestions, enhancements, or modification requests, product improvements, recommendations, or feedback provided by Client or its end users relating to the Deliverables or the Services.
  1. Client Data
    1. Client agrees that it shall have sole responsibility and liability for (i) acquiring any and all authorization necessary for use of Client Data as contemplated by the Agreement, including any authorizations required under applicable privacy laws; (ii) the completeness and accuracy of all Client Data and other materials provided to Sequoia by Client pursuant to the Agreement; (iii) timely providing information as requested by Sequoia in order to provide the requested Services; and (iv) ensuring that Client Data does not infringe, violate or misappropriate any patents, copyrights, trademarks, trade secrets, or any other intellectual property rights, privacy rights, or proprietary rights of any third party. Sequoia shall have no liability for any errors, deficiencies or omissions in any Services provided to Client, including the placement of insurance on Client’s behalf, that are based on inaccurate or incomplete information provided to Sequoia by Client.
    2. Client understands and agrees that Client may not have access to certain data held by Sequoia in Sequoia’s capacity as a controller, such as advocate cases.
  1. Data Security and Privacy. Sequoia will implement and maintain commercially reasonable and industry standard administrative, physical, organizational, and technical safeguards designed to prevent unauthorized use, access, processing, destruction, loss, alteration, or disclosure of any Client Data, including an industry standard information security program to protect Client Data as well as procedures to limit access to Client Data to only those with a “need to know.” Sequoia will promptly notify Client upon becoming aware of an incident that has compromised the security, confidentiality, or integrity of any Client Data and will take commercially reasonable measures to investigate, contain, and mitigate any such incident. Sequoia will also process Client Data in accordance to and implement the security measures outlined in the Data Processing Addendum (unless separately negotiated between the parties, https://www.sequoia.com/legal/standard-dpa/) (the “DPA”) and the DPA is incorporated into the Agreement by reference.
  2. Limited Warranty and Disclaimers.
    1. Each party represents and warrants that (a) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into the Agreement and to perform its obligations hereunder, (b) the Agreement is legally binding upon it and enforceable in accordance with its terms, and (c) the execution, delivery and performance of the Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.
    2. Disclaimers.
      1. EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PLATFORM AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, RELIABILITY, THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-¬FREE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
      2. Sequoia provides various modeling, benchmarking, and/or data analytics services (“Modeling and Analytics Services”) and may provide such services to Client. Modeling and Analytics Services will be based upon a number of assumptions, conditions, and factors, as well as information provided by third parties. If any such information provided to or utilized by Sequoia is inaccurate, incomplete, or should change, the Modeling and Analytics Services could be materially affected. As Modeling and Analytics Services are subject to inherent uncertainty and involve variables beyond Sequoia’s control, actual results may differ materially from Sequoia’s projections. Client agrees that Sequoia shall have no liability to Client if (i) Sequoia is provided inaccurate or incomplete information by Client, whether directly or indirectly, or (ii) actual results differ from Sequoia’s projections. Client agrees that Modeling and Analytics Services do not constitute, and are not intended to be a substitute for, independent actuarial, accounting, legal, or tax advice.
  1. Indemnification
    1. Each party (“Indemnifying Party”) agrees to defend the other party (the “Indemnified Party”) against any claim, demand, suit or proceeding made or brought against the Indemnified Party by a third party alleging that use of the Services (in the case of Client) or Client Data (in the case of Sequoia) in accordance with the terms of the Agreement infringes or misappropriates the intellectual property rights of a third party. As used in this Section 10, the Services and Client Data is referred to collectively as “Claim Subject”.  Subject to the terms herein, Indemnifying Party shall indemnify Indemnified Party for settlement amounts or third-party damages, liabilities, costs and expenses (including reasonable attorneys’ fees) awarded and arising out of such claim.  If any part of the Claim Subject is or, in Indemnifying Party’s opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, Indemnifying Party may, at its option (1) obtain for Indemnified Party the right to continue using the Claim Subject or (2) replace or modify the Claim Subject so that such Claim Subject becomes non-­infringing without substantially compromising their principal functions.  If (1) and (2) are not reasonably available to Indemnifying Party, then Indemnifying Party may (3) terminate the Agreement upon written notice to the Indemnified Party.  Indemnifying Party shall have no liability or obligation hereunder with respect to any claim to the extent based upon (i) any use of the Claim Subject not strictly in accordance with the Agreement, or (ii) Indemnified Party’s continuing use of the Claim Subject after being provided modifications that would have avoided the alleged infringement. THIS SECTION 10(a) SETS FORTH INDEMNIFYING PARTY’S SOLE LIABILITY AND INDEMNIFIED PARTY’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
    2. Procedures. Any claim for indemnification hereunder requires that (a) the Indemnified Party provides prompt written notice of the claim and reasonable cooperation, information, and assistance in connection therewith, and (b) the Indemnifying Party shall have sole control and authority to defend, settle or compromise such claim. The Indemnifying Party shall not make any settlement that requires a materially adverse act or admission by the Indemnified Party without the Indemnified Party’s written consent (such consent not to be unreasonably delayed, conditioned or withheld). The Indemnifying Party shall not be liable for any settlement made without its prior written consent.
  1. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL EITHER PARTY 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, LOSS OR INACCURACY OF 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, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS RECEIVED BY SEQUOIA FROM CLIENT (IN THE CASE OF SEQUOIA) OR PAID AND PAYABLE BY CLIENT TO SEQUOIA (IN THE CASE OF CLIENT) PURSUANT TO THE AGREEMENT AND RELATING TO THE SERVICES AT ISSUE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS IN SUBSECTION (C) SHALL NOT APPLY FOR ANY BREACH OF SECTION 3 (FEES AND COMPENSATION) OR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION). THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THE AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
  1. Additional Terms & Conditions. The following terms and conditions shall apply to the extent applicable to the Services. However, if Client has separately negotiated any of the following terms and conditions, such terms and conditions shall be incorporated by reference instead.
  1. Miscellaneous.
    1. Client authorizes Sequoia to use its name, logo, and/or trademark on Sequoia’s website and in other marketing materials.
    2. All notices, demands, requests and other communications under the Agreement shall be in writing at the address or email set forth in the Agreement or at such other address or email as a party may designate from time to time and shall be deemed given when personally served, five (5) business days after being sent by certified mail, return receipt requested, postage prepaid, one (1) business day after being sent by reputable overnight mail delivery, or same day when sent by email.
    3. The Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, and the Agreement shall apply to any Services previously provided by Sequoia under a prior agreement. No supplement, modification, or amendment of the Agreement shall be valid unless executed in writing by all parties. No waiver of any of the provisions of the Agreement shall be deemed a waiver of any other provision. In the event Client terminates services with Sequoia but contracts for new or additional services, any previously agreed to Terms and Conditions and/or Business Associate Agreement will survive termination and apply to any newly agreed upon services.
    4. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the 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.
    5. The Agreement shall be determined to be a contract made within the State of California and for all purposes shall be governed and construed under and in accordance with the laws of the State of California notwithstanding choice of law principles.
    6. The parties will attempt in good faith promptly by negotiations to resolve any dispute or controversy arising out of or relating to the Agreement. In the event the parties are unable to settle such controversy amicably through negotiations, the dispute will be submitted to binding arbitration before the American Arbitration Association before a single arbitrator in accordance with the Rules of the American Arbitration Association provided that: (i) the prevailing party, as determined by the arbitrator, shall be entitled to an award from the losing party for the prevailing party’s attorney’s fees and costs; (ii) discovery may be conducted pursuant to California Code of Civil Procedure Paragraph 1283.05; (iii) the arbitrator’s judgment will be final and binding upon the parties, except that it may be challenged on the grounds of fraud or gross misconduct; and (iv) the arbitration will be held in San Mateo County, California. Judgment upon any decision in arbitration may be entered in any court of competent jurisdiction.
    7. The Agreement shall be binding on and shall inure to the benefit of the parties to it and their respective heirs, legal representatives, successors, agents and assigns. Neither party shall be entitled to assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without such consent to any successor to its business resulting from a sale of assets, merger, or similar transaction.
    8. Sequoia is an independent contractor and is not an agent or employee of Client and has no authority to bind or obligate Client by contract or otherwise. Sequoia shall not make any representation or warranty, enter into any agreement, or assume or create any obligation, express or implied, on behalf of Client. Sequoia will perform the Services under the general direction of Client, but Sequoia will determine, in Sequoia’s sole discretion, the manner and means by which the Services are accomplished, subject to the requirement that Sequoia shall at all times comply with applicable law. Client has no right or authority to control the manner or means by which the Services are accomplished. The services of Sequoia are not exclusive to Client, and, subject to the limitations contained in this Agreement, Sequoia shall be free to engage in other lawful business activities in such manner as Sequoia may determine in its sole and absolute discretion.
    9. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
    10. The rights and obligations set forth in Section 5 (Confidentiality), Section 6 (Intellectual Property), Section 10 (Indemnification), Section 11 (Limitation of Liability), and any right or obligation of the parties in the Agreement which, by its nature, should survive termination or expiration of the Agreement, will survive any such termination or expiration of this Agreement.
    11. Neither party will be held liable for failure to fulfill its obligations under the 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.
    12. Client acknowledges and agrees that Sequoia may, in its sole discretion, modify or update these General Terms from time to time, and that Client should review these General Terms and any notices made available to Client periodically. When Sequoia materially changes these General 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 General 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 General Terms, as updated. If Client does not agree to any of these General Terms, including as updated from time to time, Client may not use or access the Services.