1.Agreement and Acceptance
Your use of the proprietary BambooHR Service is subject to these Terms of Service, together with any applicable Order Forms and addendums (collectively, the "Agreement"). In order to use the Service, you must agree to be bound by the Agreement between you and Bamboo HR LLC, its subsidiaries as applicable and/or BambooHR Payroll LLC (collectively, "BambooHR", "we", "us", and "our"). If you do not agree to all terms of this Agreement, you may not use the Service.
This Agreement governs your use of the Service however accessed, including via an internet browser, smartphone, tablet, or other internet-connected device.
By signing up for the Service on behalf of a customer of BambooHR, you confirm that (a) you are duly authorised to represent the legal entity under which the customer operates and any affiliates of the customer who will be using the Service, (b) you accept the terms of this Agreement on behalf of such legal entity and its affiliates, and (c) any references to "you" in this Agreement refer to such legal entity, its affiliates and all of the employees, consultants and agents of those respective parties. You are responsible for all activity on the Service that occurs under your account. You acknowledge that the applicable Order Form specifies your subscription term (the "Subscription Term") and whether your Subscription Term is on a month-to-month basis (a "Month-to-Month Subscription") or for an extended term (an "Extended Term Subscription").
2.The Service
1.1 The BambooHR Service is a proprietary human resources information system ("HRIS") designed to assist organisations in HR functions including managing employee data, HR processes, and related administrative functions. You acknowledge and agree that the Service is intended solely for legitimate human resources management purposes within your organisation, and that you will not use the Service for any unlawful, infringing, or unauthorised purpose. The Service may include additional features or services that you subscribe to or receive directly from or through BambooHR ("Additional Services"). Some of these Additional Services have specific additional terms or addendums that apply (the "Additional Terms"), and those Additional Terms, along with the applicable Order Form and/or addendums, become part of this Agreement by reference. In the event an Additional Term directly conflicts with any term in this Agreement, the Additional Term will apply to your use of the Additional Services instead of the conflicting term in this Agreement.
3.Term and Termination
2.1 Term. The Subscription Term and subsequent renewal terms are herein collectively referred to as the "Term". This Agreement will remain in effect for as long as you have a subscription to the Service.
2.2 Start Date. Subscriptions purchased by you commence on the date that your Order Form is accepted by you and will continue until the end of the Term unless terminated earlier in accordance with Sections 2.3 and 2.4.
2.3 Termination by You. You are solely responsible for the proper termination of your subscription. For Month-to-Month Subscriptions, you may terminate at any time; the effective date of termination will be the last day of the subscription month in which you cancelled. For Extended Term Subscriptions, your subscription is non-cancelable until the end of the Term and all fees paid are non-refundable, except where BambooHR fails to provide the Service and fails to cure such breach within 30 days of receiving written notice, in which case you may terminate by written notice and receive a refund of any prepaid fees for the remaining unused portion of the Term.
2.4 Suspension and Termination by BambooHR. BambooHR may suspend your access to the Service and terminate this Agreement at any time if you materially breach this Agreement (including failure to pay) and do not cure such breach within 30 days of written notice. BambooHR may immediately suspend or terminate your access without liability if you violate the usage restrictions or compliance provisions of this Agreement, or if your first payment does not clear. BambooHR reserves the right to manage its customer profile and the industries it serves, including declining to provide services to certain groups, parties, or industries, in its sole discretion.
2.5 Customer Data Downloads and Deletion. Unless your subscription is terminated for non-payment or material breach, you will have the ability to download your Customer Data for 30 days after the effective date of expiration or termination. After such 30-day period, BambooHR shall have no obligation to maintain any Customer Data and shall thereafter delete all Customer Data contained in the Service, unless legally prohibited from doing so.
2.6 Beta Service. BambooHR may invite you to participate in beta or early access programmes ("Beta Service"). By opting in, BambooHR grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive licence to access and use the Beta Service. Beta Services are made available on an "as is" and "as available" basis and may contain errors or inconsistencies. BambooHR has no obligation to correct any such errors and may modify or terminate your use of any Beta Service at any time. You assume all risks associated with your use of a Beta Service.
2.7 Acceptance. Upon acceptance of the Agreement, use of the Service, and/or completion of the implementation process, you are deemed to have accepted the Service "as-is". Your continued use of the Service constitutes acceptance of the most recent version.
4.Modifications of Service or this Agreement
3.1 Levels of Service. The Service may be made available in free or paid versions at different levels. Not all features and functionality of the Service may be available in each version or level. BambooHR reserves the right, in its sole discretion, to make changes or modifications to the Service, provided such changes do not materially diminish the features or functionality of the Service.
3.2 Modification of Agreement. BambooHR may modify or update this Agreement at any time, including to account for changes in applicable law, to clarify wording, or to address new products or services. In the event BambooHR determines it is necessary to make a material modification, you will be provided with 30 days' notice. For Month-to-Month Subscriptions, modifications take effect 30 days after notice. For Extended Term Subscriptions, material modifications take effect at the beginning of the next renewal term. Your continued use of the Service after modifications become effective constitutes your binding acceptance of such changes.
5.Usage Rights, Restrictions and Support
4.1 Usage Rights. During the Term, BambooHR grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the Service and related documentation via a web browser or other device owned or controlled by you for your internal business use. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations ("Applicable Law").
4.2 Restrictions. You shall not, and shall not authorise, encourage or permit any third party to use the Service: to upload or distribute any content that is unlawful, defamatory, fraudulent, obscene, threatening, abusive, hateful, or contains viruses; for any fraudulent or inappropriate purpose; to attempt to decipher, decompile, delete, alter or reverse engineer any of the Software; to penetration test, hack or otherwise attempt to test the security of the Software or Service; to duplicate, make derivative works of, reproduce or exploit any part of the Service without express written permission; with any robot, spider, or other automated device to monitor or copy any content from the Service other than exporting Customer Data as contemplated in the documentation; or to rent, lease, distribute, or resell the Software, access the Software for developing a competitive solution, or remove or alter any trademark, patent or copyright notices on or in the Software.
4.3 Support. BambooHR shall provide you with basic support at no additional charge and use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime, unavailability caused by circumstances beyond its reasonable control (including acts of God, government action, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes, internet service provider failures or delays, or denial of service attacks), or updates necessary to ensure security and integrity.
4.4 Security Safeguards. BambooHR shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service and the security of Customer Data. BambooHR shall not disclose your data for any purpose other than to provide the Service, except as compelled by Applicable Law, as you expressly authorise in writing, or as otherwise provided in the BambooHR Privacy Notice.
4.5 Your Responsibility. You are solely responsible for Customer Data and all uses of Customer Data that occur through your account. Access credentials are for use only by you and your authorised users and may not be sold, transferred, shared, or sublicensed. You shall maintain the confidentiality of your access credentials. You are responsible for ensuring that all users enable multi-factor authentication (MFA) on their BambooHR account.
4.6 Account Administration. You retain administrative control over who is granted access to your account. Each account is controlled by an account owner tied to a specific email address and may also have one or more admins. BambooHR is entitled to rely on communications from the account owner and admins when servicing your account.
4.7 Trial Accounts. If you choose to use a trial account (a limited time and usage BambooHR account used for testing the Service), you agree and acknowledge that (a) your test account will not be used with live or real customer data and (b) BambooHR makes no warranties or guarantees regarding test accounts.
4.8 API Integration. If you integrate with BambooHR using the API, you are responsible for authorising rights, permissions, and data accessed or shared via the API. You agree not to share API credentials with third parties. API Keys are provided solely for your internal business use and may not be shared with or disclosed to any third party, vendor, contractor, or external application. Authentication for any third party requiring programmatic access to Customer Data must be exclusively via BambooHR's OAuth-based authentication framework.
6.Payment Terms and Automatic Renewal
5.1 Automatic Renewal. For Month-to-Month Subscriptions, your subscription will automatically renew for successive monthly terms. For Extended Term Subscriptions, your subscription will automatically renew for twelve-month terms upon the expiration of your initial term. To prevent renewal of an Extended Term Subscription, you must provide BambooHR a minimum of sixty (60) days' notice before the expiration of your existing Term.
5.2 Pricing Adjustments. BambooHR agrees to honour any promotional offer, special pricing, or discount contained in your Order Form at the time of the initiation of paid services. For Extended Term Subscriptions, there will be no refunds of any payments in advance except as otherwise provided in Section 2.3. If you receive a discount for subscribing to a bundled set of Services, you will maintain that discount for as long as you are actively subscribed to and utilising the bundled Services. If you terminate one of the bundled Services, you will no longer qualify for that bundled discount.
5.3 Fees and Taxes. You agree to pay the fees for the BambooHR Services in accordance with the applicable Order Form and authorise BambooHR to conduct automatic debits of your designated bank account or other funding source for such fees as they become payable. Subscription fees are payable at the start of each Subscription Term. All fees are exclusive of all taxes or duties imposed by governing authorities. You are solely responsible for payment of all such taxes or duties, other than sales taxes which BambooHR may be required to collect from you and remit to appropriate taxing authorities.
5.4 Subscription Charge Adjustments. For Month-to-Month Subscriptions, BambooHR may change the price of your subscription upon at least 60 days' notice, but shall not change the price of any subscription package more than once in a calendar year. For Extended Term Subscriptions, BambooHR may not change the price of your existing subscription during the Term, but may change the price for the next renewal term upon at least 30 days' notice before expiration of your existing Subscription Term.
5.5 Foreign Currency. BambooHR may allow you to pay for your subscription in a foreign currency. Not all foreign currencies will be accepted. Your currency selection may not be changed once selected.
5.6 Employee and Product Minimums. For Extended Term Subscriptions, all fees are based on the minimum employee count and any minimum committed package and product quantities specified in the applicable Order Form. Your minimum bill will be based on these minimums for the duration of the Extended Term Subscription, regardless of actual usage or any reduction in employee count below the stated minimum.
7.Proprietary Rights and Confidentiality
6.1 BambooHR Rights. As between the parties, BambooHR owns and shall retain all right, title and interest in and to (a) the Software, Service, and Beta Service, including all intellectual property rights; (b) all operational and performance data related to your use of the Service, including analysis, derived findings, correlations, discoveries, and insights derived from such analysis (collectively, "Performance Data"), which BambooHR may collect, use, and disclose for its business purposes such as software use optimisation, product marketing, industry benchmarking, best practices guidance, and data analytics; and (c) all de-identified, anonymised, or pseudonymised data according to Applicable Laws.
6.2 Your Rights. You retain all right, title and ownership interest in and to Customer Data. BambooHR has no right, title or interest in any personally identifiable information contained in or related to Customer Data.
6.3 Feedback. To the extent you provide any suggestions, enhancement requests, recommendations, comments, or other feedback ("Feedback") about the Service to BambooHR, the Feedback will not be considered confidential or proprietary, and BambooHR may use and include any such Feedback to improve the Service or for any other purpose. You agree that BambooHR shall own all such Feedback, and you hereby assign all rights in such Feedback to BambooHR.
6.4 Deliverables. From time to time during the Term, BambooHR may develop, author or prepare custom documents, designs, computer programmes, documentation and other tangible materials ("Deliverables") for you. BambooHR shall own and retain all right, title and interest in and to such Deliverables and hereby grants to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive licence to use such Deliverables for your internal use only during the Term.
6.5 Confidentiality. "Confidential Information" means any information, including Customer Data, disclosed by either party that should be reasonably understood to be confidential in light of the nature of the information or the circumstances of the disclosure. Confidential Information does not include information that (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party prior to disclosure; (c) was properly disclosed to the receiving party by another person with legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Each party will protect the other party's Confidential Information using the same care it would use to protect its own similar information, but no less than reasonable care, and will use Confidential Information only for the purpose of fulfilling its respective obligations or exercising its rights under this Agreement.
6.6 Privacy. The provision of the Service will comply with all privacy and data protection laws applicable to BambooHR's business. The BambooHR General Privacy Notice and the Data Processing Agreement ("DPA"), if applicable and accepted by you, are incorporated herein by reference. BambooHR will only use and disclose Customer Data to provide the Service, in accordance with applicable laws and privacy notices, or with your written consent.
8.Publicity
7.1 Unless otherwise agreed, during the Term BambooHR may disclose your company name as a customer of BambooHR and/or subscriber to the Service. You hereby grant BambooHR the right to display your company name and logo in BambooHR's marketing materials and on BambooHR's public website, in each case in accordance with any branding guidelines you may provide to BambooHR.
9.User Content
8.1 Certain features of the website may enable users to submit, upload, post, share, or display comments or content through user comment areas, message boards, direct messages, the BambooHR blog, and similar user-to-user areas (collectively, "User Content"). User Content includes any comments or reviews you provide to BambooHR about the Service and/or Beta Service, but excludes all Customer Data.
8.2 You hereby grant to BambooHR an irrevocable, perpetual, non-exclusive, transferable, sublicensable, assignable, royalty-free, worldwide right and licence to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content you post on the BambooHR website or about the Service for any purpose and in all forms and media. If you post User Content, you represent and warrant to BambooHR that you own or control all rights in and to such User Content and have the right to grant the rights above to BambooHR.
10.Warranties and Limitation of Liability
9.1 Limited Warranty. BambooHR represents, warrants, and covenants that the Service will perform substantially in accordance with the documentation and specifications generally provided by BambooHR in connection with the Service, and that any professional services performed for you will be performed in a professional and workmanlike manner with the degree of skill and care required by sound professional procedures and practices.
9.2 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, BAMBOOHR HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, BETA SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS. BAMBOOHR DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
9.3 Limitation of Liability. EXCEPT FOR (I) A PARTY'S VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, (II) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, OR (III) EITHER PARTY'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED TO THE FEES COLLECTED BY OR PAYABLE TO BAMBOOHR FROM YOU IN THE TWELVE MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THESE LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
11.Security Breach
10.1 External Breach. In the event of an accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, or access to, personal data (a "Security Breach") perpetrated by anyone other than your employees, contractors or agents, BambooHR will: (a) initiate remedial actions in compliance with Applicable Law and consistent with industry standards; and (b) as required by Applicable Law, notify you of the Security Breach, its nature and scope, the remedial actions BambooHR will undertake, and the timeline within which BambooHR expects to remedy the breach.
10.2 Internal Breach. In the event of a Security Breach perpetrated by your affiliate, employee, contractor or agent, or due to your failure to maintain your systems or protect user credentials, you shall have sole responsibility for initiating remedial actions and shall notify BambooHR immediately of the breach and steps you will take to remedy it. BambooHR may take any action, including suspension of your access, to prevent harm to you, BambooHR, the Service, or other third parties.
10.3 Breach Notifications. In the event that either party is required to notify individuals impacted by the Security Breach or regulatory agencies, the notifying party will provide the other party with an opportunity to review and approve the notification for accuracy prior to it being delivered, such approval not to be unreasonably withheld.
12.Indemnification
11.1 You agree to indemnify, defend and hold harmless BambooHR, and its subsidiaries, affiliates, assigns, officers, directors, agents, and employees from and against any costs, damages, expenses (including reasonable legal fees), judgments, losses and other liabilities incurred as a result of any third-party claim arising from or in connection with (a) your access or use of the Software or Service in violation of this Agreement, (b) any employment decision or action you take due to information available through the Service, (c) User Content or Customer Data provided by you or your end users, (d) your violation or alleged violation of any third-party right including any right of privacy or any right provided by employment law, and (e) your violation or alleged violation of this Agreement.
11.2 BambooHR agrees to indemnify, defend and hold harmless you, and your affiliates, officers, directors, agents, and employees from and against any liabilities incurred as a result of any third-party claim alleging that your use of the Software or Service in accordance with this Agreement infringes the intellectual property rights of a third party. BambooHR shall have no obligations arising from: (a) use of the Software in a modified form or in combination with materials not furnished by BambooHR, and (b) any User Content, information or Customer Data provided by you or your end users.
11.3 A party seeking indemnification hereunder shall (a) promptly notify the other party in writing of the claim, (b) give the indemnifying party sole control of the defence of such claim and all negotiations for compromise or settlement thereof, and (c) provide the indemnifying party with all reasonable cooperation, information and assistance in connection with such claim. The indemnified party may be represented by its own legal counsel, at its own expense.
13.Governing Law and Jurisdiction
12.1 This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Utah, without reference to conflict of laws principles.
12.2 Any legal action or proceeding with respect to this Agreement must be brought in the courts of the State of Utah and/or the courts of the United States of America for the District of Utah. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
14.Compliance with Laws and Disclaimers
13.1 Each party shall comply with all Applicable Laws in connection with its own activities under this Agreement. The Service can be configured and used in ways that do not comply with Applicable Laws, and it is your sole responsibility to ensure that your use of the Service complies with Applicable Law. In no event shall BambooHR be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service.
13.2 BambooHR does not provide its customers with legal advice regarding compliance, data privacy or other relevant Applicable Laws in the jurisdictions in which you use the Service, and any statements made by BambooHR to you shall not constitute legal advice.
13.3 You acknowledge that BambooHR exercises no control over your specific human resource practices or your decisions as to employment, promotion, advancement, termination, or compensation of any employee. You are responsible for the privacy, collection, use, retention and processing of your Customer Data, and for providing all required notices and information to your employees in compliance with Applicable Laws. BambooHR hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service by you and/or your employees, contractors or agents.
13.4 You agree that you will not, directly or indirectly, ship, transfer, transmit, export or re-export the Service, Beta Service, or Software, or any technical information about them, to any country for which applicable export laws or regulations require an export licence or other government approval, unless the appropriate export licence or approval has been obtained.
13.5 You represent and warrant that (a) you are not located in a country subject to a relevant government embargo or designated as a "terrorist supporting" country, and (b) you are not listed on any relevant government list of prohibited or restricted parties.
13.6 You acknowledge and agree that the Service is not intended for the general use, storage, collection, or maintenance of Protected Health Information ("PHI") as defined under applicable health data privacy legislation, unless expressly authorised in writing by BambooHR.
13.7 You acknowledge and agree that the Service is not intended for use, storage, collection or maintenance of Cardholder Data as defined by the Payment Card Industry Data Security Standard (PCI DSS). You agree not to upload or store Cardholder Data in the Service except as shared with authorised third-party payment software for the Service.
15.iOS Version
14.1 If you use the iOS version of the Service, you acknowledge that this Agreement is between you and BambooHR only, and not with Apple Inc. ("Apple"). Apple is not responsible for the Service or its content and has no obligation to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, and if you purchased a subscription through Apple, you may notify Apple and Apple will refund the purchase price for the relevant Service to you. As between Apple and BambooHR, BambooHR is responsible for any claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Service to conform to any warranty, subject to the terms of this Agreement. Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right to enforce this Agreement against you as a third-party beneficiary.
16.Additional Services and Third-Party Services
15.1 Payroll Service. The BambooHR Payroll Service is offered by BambooHR to assist you with payroll processing. This service is optional and is subject to additional implementation, processing, and auxiliary fees. If you subscribe to the Payroll Service, you must accept a Payroll Services Agreement with BambooHR Payroll LLC, which is done during your onboarding into the Payroll Service.
15.2 Benefits Administration Services. Benefits Administration Services ("BenAdmin Services") are offered by BambooHR to assist you with the administration of your benefits. This service is optional and is subject to additional implementation, processing, and auxiliary fees.
15.3 Employer of Record Services. BambooHR Employer of Record ("EOR") Services are offered through BambooHR to assist you with hiring and managing remote employees. The EOR Services are optional and are subject to additional fees.
15.4 Compensation Management Service. The BambooHR Compensation Management Service ("Comp Management Service") is offered by BambooHR to assist you with planning, managing, and benchmarking your employee compensation, including compensation benchmarking, levels and bands, and compensation planning features.
15.5 HR Consulting and Managed Payroll Services are offered by BambooHR to assist you with your HR practices and the processing of your payroll. These services are subject to separate fees.
15.6 BambooHR AI Features are offered by BambooHR as part of the Services. If you utilise the BambooHR AI Features, by accepting this Agreement you are deemed to have accepted the AI Addendum incorporated herein by reference.
15.7 Employee Net Promoter System. BambooHR uses theories, methods and tools associated with the employee Net Promoter System (eNPS) in offering its Employee Satisfaction survey service. There are no additional fees associated with this service, but the availability of eNPS for use through the Service is subject to change at any time and without notice.
15.8 Candidate and Employee Offers. To the extent that you provide employment offers to prospective candidates or total rewards summaries to employees, you take sole responsibility for ensuring that the necessary and appropriate information, disclosures, financial terms and employment terms are complete and accurate. Total rewards summaries provided in the product are solely hypothetical examples and are not a forecast, promise, or guarantee of any compensation. BAMBOOHR MAKES NO REPRESENTATIONS OR WARRANTIES AND TAKES NO RESPONSIBILITY FOR ANY EMPLOYMENT OFFERS OR TOTAL REWARDS SUMMARIES CREATED, VIEWED, OR ACCEPTED IN THE SERVICES.
15.9 On Demand Pay Services. On Demand Pay Services are offered through BambooHR to assist your employees with access to a portion of their earned wages within the BambooHR platform. These services are provided by a third-party provider and are subject to that provider's terms, conditions, and privacy practices. BambooHR does not control and is not responsible for the acts, omissions, products, services, or policies of such third-party provider. Nothing in this section obligates any employee to enrol in or use the On Demand Pay Services.
15.10 Third-Party Services. You shall be solely responsible for procuring and complying with any licence or right to use any Third-Party Services used in connection with the Services. Third-Party Services are subject to their own terms and conditions and you use such Third-Party Services at your own risk. BAMBOOHR MAKES NO REPRESENTATION OR WARRANTY AS TO ANY THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION AS TO THEIR AVAILABILITY, RELIABILITY, UPTIME, OR SECURITY.
17.eSignature Service
16.1 The eSignature Service is provided by BambooHR for two counterparties to electronically sign documents, including agreements, policies, and forms. If you use the eSignature Service, you affirmatively consent to using electronic signatures and confirm that you are able to access the eSignature Service and the document you are signing electronically. Your consent applies only to the matter or matters covered by that particular document.
16.2 You are not required to use the eSignature Service or accept electronic documents provided thereby. If you choose not to use the eSignature Service, you may still sign the document manually by notifying the sending party and obtaining a non-electronic copy of the document from them. BambooHR assumes no responsibility for providing you with a non-electronic version of the document.
16.3 If you have signed a document electronically using the eSignature Service and transmitted it back to the sending party, BambooHR will provide you the opportunity to download and print a paper copy of the document at no charge. A decision to stop using the eSignature Service after you have already used it does not change the legality of the documents you have previously signed electronically.
16.4 When counterparties sign a document electronically using the eSignature Service, the rights and duties associated with that document are solely those of the counterparties. BambooHR is not a party to the document and carries no liability or responsibility with respect to the correctness, validity or enforcement of the document. BambooHR's sole responsibility is provision of the eSignature Service.
16.5 BAMBOOHR'S STATEMENTS CONCERNING THE VALIDITY OF ELECTRONIC DOCUMENTS ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. BAMBOOHR HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THAT DOCUMENTS ELECTRONICALLY SIGNED THROUGH THE BAMBOOHR ESIGNATURE SERVICE ARE VALID OR ENFORCEABLE UNDER APPLICABLE LAW. YOU SHOULD CONSULT WITH LEGAL COUNSEL CONCERNING THE VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT YOU MAY SIGN ELECTRONICALLY USING THE BAMBOOHR ESIGNATURE SERVICE.
18.General Provisions
17.1 Entire Agreement. This Agreement encompasses the entire agreement between you and BambooHR with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No purchase order, non-disclosure agreement, Request for Proposal, questionnaire, or other form submitted by you will modify, supersede, add to or in any way vary the terms of this Agreement.
17.2 Contra Proferentem. No provision of this Agreement will be construed adversely to a party because that party was responsible for the preparation of that provision or this Agreement.
17.3 No Waiver. The failure of BambooHR to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
17.4 Severability. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties and shall not affect the validity and enforceability of any remaining provisions.
17.5 Survival. The provisions set forth in Sections 2.5, 4.1, 4.5, 6.1 to 6.6, 7.1, 8.1, 8.2, 9.2, 9.3, 10.1 to 10.3, 11.1 to 11.3, 12.1, 12.2, and 17.1 to 17.9, and any other right or obligation of the parties that by its nature should survive termination or expiration, shall survive such termination or expiration.
17.6 Assignment. You may not assign or otherwise transfer any of your rights or obligations under this Agreement without BambooHR's prior written consent, which consent shall not be unreasonably withheld. Any assignment in violation of the foregoing will be null and void.
17.7 No Legal Advice. No part of this Agreement is intended or shall be construed as legal advice. BambooHR shall not be liable for any errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.
17.8 No Third-Party Beneficiaries. Except as provided in Section 14.1, nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto any legal or equitable right, benefit or remedy of any nature under this Agreement.
17.9 FAQ Disclaimer. No part or content contained in any FAQs or FAQ videos is intended to be legal advice or binding in nature. FAQs and FAQ videos are informational only and do not create a contract or other binding agreement. In the event of a conflict between this Agreement and any FAQs, the terms of this Agreement will control.
