Total Rewards Terms & Conditions

These Terms & Conditions (these “Ts&Cs”) are incorporated by reference into the Total Rewards Order Form (the “Order Form”) by and between Sequoia Benefits and Insurance Services, LLC, d/b/a Sequoia, a California limited liability company (“Sequoia”), and the Client identified in such Order Form. All capitalized terms used in these Ts&Cs 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 Ts&Cs and any other Incorporated Agreements identified in the Order Form. In case of conflict, the order of priority of governing terms is (i) the Order Form, (ii) these Ts&Cs and then (iii) the other agreements identified in the Order Form.

1. Services. These Ts&Cs apply to current Sequoia Total Rewards solutions (“Services”), which are subject to change, as provided in the Order Form.
2. License. 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”), including to assist Sequoia in providing the Services to Client. 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; (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 or proprietary rights of any third party. Client acknowledges and agrees that anonymized compilations and analyses of Client Data (“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.
3. 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.
4. 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 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 ninety (90) 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. In addition to the foregoing, 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. Notwithstanding the foregoing, 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.
5. Fees.
   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. 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 fees charged by Sequoia only if Client provides written notice to Sequoia within 30 days after payment. Such notice shall provide sufficient details describing the basis of Client’s disagreement with the fees charged pursuant to the Agreement.
   3. 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.
6. 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 (ERISA), or any other law, and (C) Client shall remain solely responsible and liable for such services and any underlying obligations.
7. 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 7 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.