Terms & condicions

LAST REVISED: July 20, 2023.

The following terms and conditions apply to orders completed on a Client Order Form or Letter of Engagement or other agreement referencing these terms (“COF”) on or after July 20, 2023.

GENERAL TERMS AND CONDITIONS

1. CLIENT ORDER FORM

These General Terms and Conditions apply to any order placed via a Client Order Form (“COF”) executed by both Parties identified on the COF.  The COF, these General Terms and Conditions, and Product/Service Specific Terms and Conditions applicable to products and services ordered under a COF (the “Services”) collectively constitute the “Agreement”.  Any changes to the Services must be agreed to in writing by both Parties as documented in a change order (“Change Orders”) or Specific Custom Contracts.

1. Placing of Additional Orders. The COF details the Services being purchased at the time the Parties execute the COF.  Unless otherwise stated on the COF, Client may place written orders for additional quantities of the Services during the Term (as defined below).  The Parties must sign a separate COF or other agreement for any service outside the scope of the COF. 
2. Nothing in the Agreement obligates the Client to place Sequoia Connect or accept any additional orders. Upon Sequoia Connect’s written confirmation of its receipt and acceptance of the order, the order will be binding, non-cancellable, and non-refundable, and Sequoia Connect will invoice the Client for such Services.  Any orders will be governed by the Agreement. 

2. PROFESSIONAL FEES AND EXPENSES

1. Sequoia Connect will invoice Client for, and Client will pay, the fees in the applicable COF (“Fees”).  The client will reimburse Sequoia Connect for all engagement-related direct out-of-pocket expenses, including candidate and consultant travel, accommodation and meals, courier, shipping, and reproduction (collectively “Expenses”) incurred in delivering the Services.  Unless otherwise set forth in the COF, Fees will be invoiced upon execution of the COF, and Expenses will be invoiced as incurred.  All Fees are non-contingent, non-transferable, and non-refundable unless specifically stated otherwise in the COF.  Invoices are due upon the Client’s receipt of the invoice. Unless otherwise required by law, Sequoia Connect will assess a service charge of one and a half percent (1.5%) per month for past due amounts.  Invoices not objected to in writing within thirty (30) days of the Client’s receipt will be deemed approved.
2. The client will pay all reasonable attorneys’ fees and court costs Sequoia Connect incurs in collecting undisputed Fees and Expenses.
3. All Fees and Expenses will be invoiced and paid in the local currency of Sequoia Connect or Sequoia Connect’s Affiliate providing Services or other mutually agreed upon currency, as identified on the COF.
4. If the Client’s internal policies require that a Purchase Order number appear on invoices, the Client must provide the Purchase Order Number with or immediately after signing the COF. If a Purchase Order Number is required on an invoice, the requirement and number must be indicated on the COF.  If Client has not provided a Purchase Order Number within 10 business days of signature, Client will accelerate payment of any invoices delayed by Client’s failure to provide a Purchase Order Number by the same number of days as the delay.
5. If the Client does not consume all of the products or Services listed in the COF prior to termination or expiration of the Agreement, then Sequoia Connect will issue an invoice for the unused items following the effective date of termination or expiration of the Agreement.

3. TAXES

1. The Client will be responsible for all applicable taxes (excluding taxes imposed on Sequoia Connect’s net income) imposed by any taxing authority, whether designated as value-added (VAT), goods and services (GST), sales, use, or other similar taxes (“Transaction Taxes”), now in effect or hereafter imposed, resulting from the Fees. If the Client is exempt from transaction taxes, the Client must inform Sequoia Connect of its exemption and provide Sequoia Connect with complete and proper documentation evidencing the exemption.
2. If The Client is required by applicable law to deduct or withhold taxes from any payment due to Sequoia Connect, the Client will:
   1. withhold the legally required amount from payment; 
   2. remit the withheld tax to the applicable taxing authority, and 
   3. promptly deliver to Sequoia Connect original documentation or a certified copy evidencing remittance of withheld tax. 

If Client does not provide evidence of payment of withheld taxes, Client will reimburse Sequoia Connect for the tax withheld from payment to Sequoia Connect.  The client will comply with all applicable income tax treaties and protocols in determining the amount of tax to withhold.

4. TERM AND TERMINATION

1. The Agreement begins on the Start Date and ends on the COF End Date unless otherwise terminated under this Section 4 (“Term”). The client is obligated to pay for Services rendered and any other Fees and Expenses that accrue up to and including the date of termination, including any Fees that are non-contingent, non-cancellable, or non-refundable.  Either Party may terminate the Agreement immediately if: (a) a Party is in breach, the non-breaching Party has provided the breaching Party with a written notice, and the breaching Party has failed to cure the breach within thirty (30) days of its receipt of the notice; or (b) the other Party enters into bankruptcy proceedings, becomes insolvent, or there is an appointment of a receiver for the benefit of creditors or cessation of business.  To the extent a COF does not have an End Date, the Services set forth in the COF will be subject to price renegotiation after one year.
2. Upon termination for any reason or expiration of this Agreement, all licenses provided hereunder automatically terminate. The client must promptly cease use and destroy all existing copies of the Sequoia Connect Material and the Derivatives (if applicable).  The client may retain one copy of the Derivatives (if applicable) for archival purposes only. The client may also retain those Derivatives that are a part of the Client’s personnel files to maintain employee history.  No other use of the Sequoia Connect Material or Derivatives after termination of this Agreement is permitted.
3. Notwithstanding anything to the contrary in the Agreement, if during a renewal term, Sequoia Connect is no longer making the applicable Service(s) commercially available, Sequoia Connect may provide 120 days’ notice of its intent to discontinue such Service(s). In the event such notice is given, Sequoia Connect will refund or issue a credit to the Client a pro-rated portion of any prepaid unused fees for the discontinued Service(s). Any such Credits may be applied towards any Sequoia Connect Product or Service(s) and must be used during the Term. The Parties must sign a Change Order or new COF for any Products or Service(s) outside the scope of the COF.

5. METHOD OF PERFORMING SERVICES; RESPONSIBILITIES

Sequoia Connect will perform the Services in a competent and professional manner and in accordance with generally acceptable industry standards.  Sequoia Connect may remove and replace any Sequoia Connect Employee performing the Services; any Sequoia Connect Employee removed will be replaced by a Sequoia Connect Employee of comparable training and experience.  The client will notify Sequoia Connect in writing if the Client determines, in compliance with all applicable laws, that a Sequoia Connect Employee is not appropriate for the Services based on the Sequoia Connect Employee’s skills, experience, or performance.  Sequoia Connect will make a good faith determination whether replacement of the Sequoia Connect Employee is reasonably required and commercially feasible.  Sequoia Connect’s good faith determination will be final and binding on the Client.  “Sequoia Connect Employee” means a Sequoia Connect employee, agent, or independent contractor who is providing the Services.  The client will timely provide Sequoia Connect with the documentation, information, access to its personnel, and cooperation Sequoia Connect reasonably requires to provide the Services.  The Services are not intended as a substitute for professional judgment.  The client will not use the Services, New Materials, or Sequoia Connect Materials as the sole source for any decision relating to any of its employees or candidates, including reprimand, termination, compensation, employment status, or work opportunities.

6. REPRESENTATIONS AND WARRANTIES

1. Each Party represents and warrants that:
   1. it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization and has full power and authority to perform all of its obligations under the Agreement; and
   2. the person executing the Agreement on its behalf is duly authorized and empowered to bind the Party to the Agreement.
2. The client further represents and warrants that
   1. where Client provides Personal Data to Sequoia Connect, Client has provided the required notices and obtained all necessary rights and consents to provide to Sequoia Connect an individual’s Personal Data, for the purposes stated in the Agreement; and 
   2. the collection of Personal Data by Sequoia Connect at Client’s direction through customization of relevant Services does not violate any applicable laws or any third party rights. “Personal Data” means any information that Sequoia Connect has access to, obtains, uses, maintains, or otherwise handles in connection with the performance of the Services that identifies an individual or relates to an identifiable individual.
   3. Except as provided in the agreement, sequoia connect disclaims all other representations and warranties, whether express or implied, including warranties of merchantability or fitness for a particular purpose.

7.  INTELLECTUAL PROPERTY

1. Client retains ownership of all materials and the intellectual property rights in those materials provided to Sequoia Connect by or on behalf of Client (“Client Materials”).  Subject to Section 7.b. and upon payment in full of Sequoia Connect’s Fees, Client will also own copies of reports and analyses Sequoia Connect delivers to Client under the Agreement (“New Materials”).  The Client may use the New Materials in the form provided for its internal purposes only; the Client may not use the New Materials for any other purpose or permit any other person, firm, or entity to use the New Materials.
2. The performance of the Services and creation of the New Materials will require the use of Sequoia Connect Materials. “Sequoia Connect Materials” include methodologies, preexisting programs, instruments, models, proprietary information, patents, registered and unregistered trademarks, trade names, trade secrets, copyrights, prototypes, inventions, algorithms, designs, compilations, computer software programs, tools, databases, evaluation guides, report forms, scoring guides, scoring algorithms, scoring instructions, scoring software and norms.  Sequoia Connect Materials include both Sequoia Connect’s preexisting intellectual property and any modifications, derivatives, or improvements it makes thereto, and any intellectual property it creates independently of its performance under this Agreement.  Sequoia Connect may customize, modify, translate, or expand Sequoia Connect Materials to apply to the Client’s unique requirements (collectively, a “Customization”).  Any Customization will be Sequoia Connect Materials exclusive of any Client Materials included therein.  Sequoia Connect owns Sequoia Connect Materials at all times and reserves all rights not expressly granted under the Agreement.  Except as set forth in applicable Product/Service Specific Terms, the Agreement will not be construed as a license to copy, modify, create derivative works from, publish, disclose, or otherwise use Sequoia Connect Materials. The client will not download, copy, publish, disclose, create derivative works of, disassemble, decompile, or otherwise attempt to reverse engineer Sequoia Connect Materials, nor will the Client permit any other person to do so.  The client will be liable for all violations of these restrictions by its employees, subcontractors, or agents.
3. If a Customization includes Client Materials, the Client grants Sequoia Connect a non-exclusive, limited, non-transferable license to use the Client Materials solely to provide the Services in connection with the Customization. Client represents and warrants that it has all the necessary rights to include the Client Materials in the Customization.

8. CONFIDENTIAL INFORMATION

1. One Party (“Discloser”) may disclose Confidential Information to the other Party (“Recipient”) in connection with the Agreement.  “Confidential Information” means all oral or written information concerning the Discloser, including the Discloser’s business and business activities (past, present, and future), financial information, technical information, customer information, intellectual property, methodologies, strategies, plans, documents, drawings, designs, tools, models, inventions, and patent disclosures, whether or not marked or identified as “confidential,” that may be obtained from any source as a result of the Agreement Confidential Information does not include information, technical data, or know-how that:
   1. is or becomes a matter of public knowledge through no fault of Recipient; 
   2. was lawfully in Recipient’s possession or known by Recipient prior to its receipt from Discloser; 
   3. was rightfully disclosed to the Recipient by another person without restriction; 
   4. recipient independently develops without the use of Discloser’s Confidential Information or 
   5. Discloser approves in writing for release.
2. Recipient will not use any Discloser Confidential Information for any purpose other than to perform its obligations under the Agreement.  The recipient will not disclose any Discloser Confidential Information to third parties or to its employees, other than employees or third parties who are required to have the Confidential Information to perform obligations under the Agreement and who are bound by confidentiality terms substantially similar to those in this Section 8.  The recipient and Discloser will each be responsible for any breach of the Agreement by its representatives.  Recipient will protect Confidential Information from disclosure to others using the same degree of care it uses to protect its own confidential information, but in any case, no less than a commercially reasonable degree of care. Any permitted reproduction of Confidential Information will contain all confidential or proprietary legends that appear on the original.   If the recipient is required by law, regulations, or court order to disclose any of the Discloser’s Confidential Information, the Recipient, where legally allowed, will promptly notify the Discloser in writing prior to making any disclosure.  Discloser may, at its sole expense, seek a protective order or other appropriate remedy from the proper authority. If no protective order or other remedy is obtained, or Discloser waives compliance with this Agreement, Recipient will furnish only the legally required portion of Confidential Information and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information to the extent possible.
3. Services may include coaching services (“Coaching Services”) for a specific individual(s) (each a “Coachee”).  Sequoia Connect and the Coachee must have open and frank communications for the Coaching Services to be effective.  Communications between Sequoia Connect and a Coachee will be, so far as is reasonably possible, confidential.  Sequoia Connect will not be asked or allowed to disclose information provided to Sequoia Connect in confidence by a Coachee, except information that Sequoia Connect in good faith believes is in one of the following categories:
   1. information that the Coachee or some other person is, has, or may become engaged in illegal activity; 
   2. information that the Coachee or some other person is, has, or may become a danger or health and safety risk to himself or herself or third persons; 
   3. information that the Coachee authorizes Sequoia Connect to release; 
   4. information that generally informs the Client of the scope, nature, and timing of any activity, the goals in the development and coaching plan for the Coaching Services, or the progress being made in attaining the established goals or as otherwise required in connection with the engagement; or 
   5. information that may have a material or adverse effect on the Client, the Sequoia Connect coach, or Sequoia Connect.  Sequoia Connect and the Sequoia Connect coach may obtain information from the Coachee’s supervisors, co-workers, and other persons concerning the Coachee’s work performance.  This information, including the identity of any person providing the information, is and will remain, so far as is reasonably possible, confidential, and neither Client nor the Coachee will have access to this information.  The Coachee will be advised of these coaching rules prior to participating in the coaching assignment.  If any information arising from the Coaching Services is required to be disclosed by any subpoena or other court order under any applicable law or regulation, Sequoia Connect will be entitled to make any required disclosure. Sequoia Connect will undertake to notify the Client or the Coachee prior to disclosing the Confidential Information unless prohibited by the terms of the order or legal requirement.
4. Nothing in the Agreement prohibits or is intended in any manner to prohibit the Recipient from reporting possible violations of law or regulations to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of applicable law or regulations.  The recipient does not need the Discloser’s prior authorization to make any protected reports or disclosures, nor is the Recipient required to notify the Discloser that protected reports or disclosures have been made.  Without limiting the foregoing, nothing in the Agreement is intended to interfere with or restrain the immunity provided under applicable whistleblower laws for confidential disclosures of trade secrets to government officials or lawyers, solely to report or investigate a suspected violation of law or included in a sealed filing in court or other proceeding.
5. Upon the Discloser’s written request, The Recipient will destroy the Discloser’s Confidential Information in its possession, but The Recipient may:
   1. retain copies of Confidential Information that it is required to retain by law or regulation; 
   2. retain copies of Confidential Information to resolve disputes that have arisen under this Agreement; and 
   3. Store copies are made as part of routine backup of its information technology systems, but the Confidential Information Recipient retains must continue to be handled in accordance with this Section 8.

9. PERSONAL DATA

1. Sequoia Connect will not disclose to the Client an individual’s item-level responses to assessments and surveys or composite components and intermediate data points (e.g., intermediate numeric scores, ratings, evaluation guides, integration grids, or interview/simulation notes), including Personal Data, that Sequoia Connect collects in providing the Services, and upon which the New Materials and/or Services will be based (the “Raw Data”).  Sequoia Connect will use Raw Data to provide the Services as specified in the Agreement or as otherwise instructed and permitted by the Client. The Parties agree that the Services include archiving the Raw Data and using de-identified and aggregated Raw Data for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, and enhance Sequoia Connect’s products and services.  Any published end product will not identify or include any results attributable to the Client or a specific individual. 
2. Where Sequoia Connect processes Personal Data as a data processor, or equivalent under applicable data protection law, on Client’s behalf in its performance of the Services, the Privacy and Data Protection Terms Exhibit A will apply.  Where the Parties process Personal Data as independent data controllers or equivalent under applicable data protection law, the Parties will comply with applicable law and maintain adequate security controls relevant to the Personal Data processed.

10. SECURITY

With regard to the available technology, cost of its implementation, the nature, scope, context, and purposes of Personal Data processing, and taking into account the harm that might result from accidental loss, destruction, disclosure, or damage of Personal Data, Sequoia Connect will implement appropriate technical and organizational measures designed to prevent any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Personal Data.

11. INDEMNIFICATION

1. By Client.  The client will indemnify and defend Sequoia Connect, its parent, Affiliates, and their respective directors, officers, partners, employees, shareholders and agents, and their respective successors and permitted assigns, from and against all third-party suits, claims, actions, and proceedings and all related liabilities, losses, judgments, damages, costs and expenses (including interest, penalties, fines, legal fees, and other litigation expenses) that are or are alleged to arise from
   1. Client’s decision to take any employment action with regard to any individual identified, evaluated, assessed, or coached by Sequoia Connect; 
   2. Sequoia Connect’s use of Client Materials in accordance with the Agreement or 
   3. Client’s breach of its representations and warranties.
2. By Sequoia Connect.  Sequoia Connect will indemnify and defend Client, its parent, Affiliates, and their respective directors, officers, partners, employees, shareholders and agents and their respective successors and permitted assigns from and against all third-party suits, claims, actions, and proceedings and all related liabilities, losses, judgments, damages, costs and expenses (including interest, penalties, fines, legal fees, and other litigation expenses) that are or are alleged to arise from
   1. Sequoia Connect’s gross negligence, willful misconduct, or fraud; 
   2. Sequoia Connect’s breach of its representations and warranties, or 
   3. intellectual property infringement.  Sequoia Connect has no obligation regarding any infringement claim based upon services or materials that are modified, combined, operated, or used with any product, data, apparatus, software, or program not provided by Sequoia Connect or authorized by Sequoia Connect in writing, or which are a result of Client’s design specifications.  If an infringement claim is made relating to the New Materials, Sequoia Connect Materials, or Services (the “Infringing Content”), in addition to its indemnification obligations under this Section 11.b., and at no additional cost to Client, Sequoia Connect will: (w) procure for Client the right to continue to use the Infringing Content; (x) replace the Infringing Content with non-infringing materials; (y) modify the Infringing Content to make it non-infringing; or (z) terminate the Agreement and refund all pre-paid amounts paid by Client for which Client has not received Services.
3. Indemnification Process.  The Party seeking indemnification will provide detailed written notice to the indemnifying Party promptly after learning of the third party claim; the indemnified Party’s failure to do so promptly will not relieve the indemnifying Party of its indemnification obligations except to the extent the indemnifying Party is materially prejudiced by any delay in this notice.  The indemnifying Party may assume control of the defense and settlement of the claim, and the indemnified Party will provide reasonable assistance at the indemnifying Party’s reasonable expense, but the indemnifying Party may not agree to any settlement or consent to any final judgment without the prior written consent of the indemnified Party if (a) the indemnified Party is required to admit liability, undertake any obligation or pay any amount other than amounts concurrently reimbursed by the indemnifying Party, (b) the settlement or judgment does not fully release the indemnified Party of all liability, or (c) the indemnified Party’s rights in its own property are negatively affected.

12. LIMITATIONS OF LIABILITY

Neither party will be liable to any party for any indirect, special, exemplary, consequential, punitive, or incidental damages of any type, including lost profits or business interruption, relating to the agreement.  Sequoia Connect’s maximum total liability for any claims relating to the agreement is limited to the fees paid or payable by the client to sequoia connect under the cof, giving rise to the liability. This section 12 applies regardless of the legal theory asserted and even if the party knows that these damages might occur.

13. INFORMAL DISPUTE RESOLUTION

If a dispute related to the Agreement arises between the Parties (“Dispute”), either Party may provide written notice of the Dispute to the other Party.  The Parties will work in good faith to resolve the Dispute.  If the Dispute involves an invoice, the Client will pay the non-disputed portions of the invoice in accordance with Section 2.

14. RELATIONSHIP OF THE PARTIES

Sequoia Connect is, at all times, an independent contractor.  Sequoia Connect Employees remain in Sequoia Connect’s employ and will not be deemed Client’s agents or employees.  Neither Party is authorized to bind or commit the other Party in any respect or to accept legal process on the other Party’s behalf.  Neither Party will be liable to any agent, subcontractor, supplier, employee, or customer of the other Party for any commission, compensation, remuneration, or similar benefit of any nature whatsoever.  The Agreement is not intended to, and does not, create or impose any fiduciary relationship between the Parties. Sequoia Connect is not providing legal advice under this Agreement.

15. SUBPROCESSING

Client consents to and authorizes Sequoia Connect’s use of subprocessors, including Sequoia Connect Affiliates, in connection with the provision of the Services.  Processing activities may include accessing, storing, handling, or otherwise using Personal Data. Sequoia Connect remains responsible for the work and activities of its subprocessors to the same extent Sequoia Connect would be liable if performing the Services. Sequoia Connect is responsible for all payments to its subprocessors.

Sequoia Connect has entered into a written agreement with subprocessors containing equivalent data protection obligations as in the Agreement.

An inclusive list of Sequoia Connect’s current subprocessors is available on its corporate website. The published list is incorporated into the Agreement by reference.

The client may subscribe for notifications of changes to subprocessors through Sequoia brandprotection@sequoiaconnect.com.

The Client will be deemed to have approved changes to subprocessors where Sequoia Connect notifies the Client via the subscription service and no written objection is received from the Client within fifteen (15) days of written notification.  Suppose Client objects (on commercially reasonable grounds) in writing within fifteen (15) days of written notification. In that case, Sequoia Connect may cease to provide, or Client may agree not to use, on a temporary or ongoing basis, the particular Service that would involve the use of the new subprocessor. Suspension of Services or partial termination by either Party subject to this Section 15 will not be deemed a breach of the Agreement.

16. ASSIGNMENT; SUBCONTRACTING

Neither Party may sell, assign, or transfer the Agreement without the other Party’s written consent, but no consent is required if the assignment: 

1. Results from the assignor’s merger, consolidation, spin-off, split-off, or acquisition, but the assignment must be limited to the assignor’s survivor, subsidiary, or successor; or 
2. Is to an Affiliate capable of performing the assignor’s duties and obligations under the Agreement.  Subject to the foregoing, the Agreement will inure to the benefit of and will be binding upon Sequoia Connect, Client, and their respective successors and permitted assigns.

Sequoia Connect will not subcontract the performance of Services without the Client’s prior authorization.  This provision applies to subcontractors engaged specifically to provide Services for the Client.

17. GOVERNING LAW

 The Agreement will in all respects be governed by and construed in accordance with the laws of the State of Mexico City, excluding any choice of law provisions and without effect to principles of conflicts of law, regardless of the place of making or performance. Where the Parties agree in writing to a different governing law, the mutually agreed upon jurisdiction will prevail in the event of a conflict with these General Terms and Conditions. Notwithstanding anything in the Agreement to the contrary, nothing in the Agreement requires Sequoia Connect to do any act or refrain from doing any act that would result in Sequoia Connect violating (or becoming subject to any penalty under) any laws to which it is subject.  The Parties disclaim the applicability of the United Nations Convention on the International Sale of Goods.

18. NOTICES

Any notice either Party is required or permitted to give under the Agreement must be in writing and will be deemed to have been received when personally delivered, twenty-four (24) hours after it has been sent via overnight express courier, or seventy-two (72) hours after it has been deposited in the Mail, registered or certified, postage prepaid, properly addressed to the Party to whom it is intended at the address set forth on the COF or any other addresses that either Party may hereafter designate in writing.  For Sequoia Connect, all notices are to be sent to 3006 N Fry Rd STE 200, Katy, TX 77449, USA, Attn: Legal Counsel – Sequoia Connect LLC, Or Vasco de Quiroga 3900 Torre A, Piso 10B, Colonia Santa Fe Cuajimalpa, Alcaldía Cuajimalpa de Morelos, CDMX, México, CP. 05348 – Attn: Legal Counsel – Sequoia Connect SA de CV.

19. NON-WAIVER

A Party’s failure at any time to enforce any of the provisions of or any right or remedy available to it under the Agreement or at law or in equity, or to exercise any option provided, will not constitute a waiver of that provision, right, remedy or option or in any way affect the validity of the Agreement.  A Party’s waiver of any default by either Party will not be deemed a continuing waiver but will apply solely to the instance to which that waiver is directed.

20. SEVERABILITY; INTERPRETATION

Every provision of the Agreement will be construed, to the extent possible, to be valid and enforceable.  If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, that provision will be deemed severed from the Agreement, and all other provisions will remain in full force and effect.

21. NO THIRD PARTY BENEFICIARY RIGHTS

The Agreement is not intended to be for the benefit of any person other than the Client and Sequoia Connect.  No other person, including any candidates or prospective candidates, will be considered a third-party beneficiary of or otherwise entitled to any rights or benefits arising in connection with the Agreement.

22. FORCE MAJEURE

Neither Party will be considered to be in default as a result of its delay or failure to perform its obligations under the Agreement when the delay or failure arises out of causes beyond that Party’s reasonable control.  Causes may include acts of God or a public enemy, acts of the state or the government in its sovereign or contractual capacity, fires, floods, epidemics, earthquakes, strikes, and unusually severe weather; in every case, delay or failure to perform must be beyond the reasonable control of and without the fault or negligence of the Party claiming a force majeure event to excuse its performance.

23. JURY TRIAL WAIVER

Each Party irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect to any dispute related to the Agreement.

24. ENTIRE AGREEMENT; CONFLICTS

The Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter.  The Parties will not be bound by any representation, promise, or condition not expressly set forth in the Agreement.  Preprinted terms and conditions on any purchase order issued by Client, or terms and conditions or additional requests for the information included in the Client’s vendor setup process under the Agreement are superseded in their entirety by the Agreement and without force or effect, even if Sequoia Connect signs the purchase order or acknowledges such terms to be set up as a vendor in the Client’s systems and whether such signature or acknowledgment occurs prior to or after the execution of the Agreement.  Under no circumstances will Sequoia Connect’s acknowledgment of any such terms be considered an amendment to the Agreement.  All purchase orders must include a reference to the Agreement.  Neither Party has been induced to enter into the Agreement by any representations or statements, oral or written, not expressly contained in the Agreement.  The Agreement may only be modified by the written agreement of both Parties.  Unless otherwise expressly provided in the COF, if there is a conflict or inconsistency between these General Terms and Conditions and any COF or documents incorporated herein by reference, the order of precedence will be (a) the Product/Service Specific Terms and Conditions (but only as applied to the specific Product or Service, (b) these General Terms and Conditions, (c) the COF.

25. COMPLIANCE WITH LEGAL AND REGULATORY REQUIREMENTS

1. Each Party represents and warrants that it:
   1. Will comply with all applicable legal and regulatory requirements of any governmental or supranational body with jurisdiction over this Agreement or either Party, which include: (a) information privacy and data protection laws and regulations relating to the protection, disclosure, and use of individuals’ personal data such as the General Data Protection Regulation (GDPR) and other laws and regulations that mandate the protection of personal data; (b) anti-bribery, anti-corruption, and anti-money laundering laws and regulations; and (c) international trade laws and regulations (e.g. economic sanctions (“Sanctions”), including those of the US, EU, UK, and UN: 
   2. is not a target of Sanctions;
   3. is not located or organized in a jurisdiction that is a target of comprehensive Sanctions (including Cuba, Iran, North Korea, Syria, and the regions of Ukraine occupied by Russia) (“Sanctioned Jurisdiction”); and
   4. is not owned or controlled directly or indirectly by any person or entity that is a target of Sanctions or located or organized in a Sanctioned Jurisdiction.
2. Client further represents and warrants that it will not transfer, provide access, receive, or use the Services or work product (including tools and intellectual property): to or for the benefit of any person or entity that is a target of, or owned or controlled directly or indirectly by a target of, Sanctions; to, in, or for the benefit of any person or entity in the Russian Federation or any Sanctioned Jurisdiction, unless authorized by Sequoia Connect; or to or for the benefit of any other party, if such transfer, access, or use would constitute a violation of Sanctions.
3. If the Client, as of the Effective Date, is a target of Sanctions, is located or organized in a Sanctioned Jurisdiction, or owned or controlled directly or indirectly by any person or entity that is a target of Sanctions or located or organized in a Sanctioned Jurisdiction, the Agreement is void at inception if Sequoia Connect’s performance of the Agreement would violate applicable Sanctions. Any breach of this Section 25, including if the Client becomes subject to Sanctions, is a material breach of this Agreement and grounds for immediate termination by the non-breaching Party.