HelloWii, Inc. - Terms of Use

Updated August 1, 2017

The following Terms and Conditions (“Terms”) apply to your use of www.bambee.com and to Bambee’s service Websites (“Websites”). These Websites are owned and operated by HelloWii, Inc., and its subsidiaries (“Company”).

This Agreement contains the Terms that govern the use of, and the terms and conditions upon which Company will provide to you certain human resources and other related services through our Websites (collectively, the “Service”). This is a legal agreement between you and the Company, so please read this Agreement and all related information referenced by this Agreement carefully before registering for and/or using any of the Services. This Agreement is applicable to all persons who use or access the Service, in their company’s capacity or on an individual capacity, including authorized users representing the employer, its employees or other persons using or accessing the Service (collectively, “User” or “User’s”). If you are agreeing to these terms on behalf of a business, you represent and warrant that you have authority to bind that business to this Agreement, and your agreement to these Terms will be treated as the agreement of the business. In that event, “you” and “your” refer to that business. 

Company reserves the right at any time to modify the Terms and to impose new or additional terms or conditions on your use of Services. Company may notify you of any such change by sending an email message to the Administrator email address provided to Company upon Registration by User. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Services will be deemed acceptance thereof.

Please also refer to the Company Privacy Policy, Supplemental Terms of Service for Subscriptions, HIPAA: Business Associate Contract, and any other terms accepted when Registering with Company, each of which is incorporated herein by reference.

  • Use of Service Websites

    Company’s service Websites are licensed to you subject to the terms and conditions set forth here and in any acknowledgment for a specific service Website. You agree that all information submitted by you to a Company service Website is and will be true and correct. You agree that the service Website you access constitutes confidential, proprietary, intellectual property of Company, that this license is revocable by Company at any time, and that you will not modify, reverse engineer, decompile or disassemble, or otherwise tamper with the service Website or create any derivative works or otherwise incorporate the service Website in other programs, without Company’s prior written consent. Any feedback you provide will become Company information and Company will have the royalty-free right to share the feedback and to create and use derivative works based on the feedback.

    By using this Website or the Services provided by the Company, you and other Users of the website agree to these Terms. If you do not agree to these Terms, you may not access or use the Website. We may modify the Terms from time to time without notice to you. You should check these Terms periodically for modifications. The provisions contained herein supersede all previous notices or statements regarding our Terms with respect to this Website. We include the effective date of our Terms at the top of the statement. We encourage you to check our Website frequently to see the current Terms in effect and any changes that may have been made to them. If we make material changes to the Terms we will post the revised Terms and the revised effective date on the Website. By using the Website following any modifications to the Terms, you agree to be bound by such modifications.

    The Company provides you with access to and use of the Website subject to your compliance with the Terms. No material from the Website may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except for as specifically allowed in the Website.

    User age and access. By submitting information through this Website, you represent that you are a United States of America resident over the age of 16.

    In turn, you grant us a non-exclusive, royalty-free license to use any content you post on the Website for any purpose, subject to the express terms of this Agreement.

  • Registration

    To subscribe (opt-in) to any of the Services, you must register for a Company account from our Website (“Registration”). Company reserves the right to change account information that may be legitimately considered misleading, or false. You agree that Company may, without prior notice, immediately terminate, limit your access to or suspend your account and access to the Website or Services. Cause for such termination, limitation of access or suspension shall include, but not be limited to (a) breach or violation of the Terms or other incorporated agreements or guidelines, (b) a request by law enforcement or other government agency, (c) discontinuance or material modification to the Services (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) engagement by you in fraudulent or illegal activities, (g) nonpayment of any fees owed by you in connection with the Services, and/or (h) participation by you in any way in any legal action or claim against the Company. Further, you agree that all terminations, limitations of access and suspensions for cause may be made at Company’s sole discretion and that Company shall not be liable to you or any third-party for any termination of your account or access to the Services.  Termination of your account may include, at Company 's sole discretion, any or all of the following: (a) removal of access to all or part of the offerings within the Services, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of all or part of the Services.  You may terminate your Company account and access to the Services by contacting [email protected].

  • Services

    After Registration has been completed, Company will provide you Services for the purpose of recording, creating, and monitoring employee performance, improvement plans, corrective action reporting, onboarding, and/or offboarding employees at your decision and discretion for the period of time provided in your ordering and activation terms.

    Depending on the type of Service you request, you may need to agree to additional terms and conditions and complete and sign additional forms or authorizations that Company provides to you as required by law or otherwise necessary to provide the Service. 

    You give Company permission to obtain, verify, and record information that identifies the individual who opens an account or accesses the Service. Company may ask for your name, email address, and other information that will allow us to identify you. Company may, at its discretion, decline to offer the Service to you for any reason at any time, including in the event that the enrollment process is not satisfactorily completed, Company is unable to verify the legitimacy of your business and/or your principals and/or for other lawful business reasons. 

    The Service provided will be based and is dependent upon information provided to Company by User. In performing the Service, you acknowledge and agree that Company is not acting in a fiduciary capacity for you and/or your business and using the Service does not relieve you of your obligations under federal or state laws or regulations to retain records relating to your data contained in Company’s files.

  • Termination of Services

    We reserve the right, for any reason, in our sole discretion and without notice to you, to terminate, change, suspend or discontinue any aspect of the Website, including, but not limited to, information, data, text, music, sound, photographs, graphics, video, messages or other materials (“Content”), features and/or hours of availability, and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Website or restrict your access to part, or all, of the Website without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion.

  • Prohibited Uses of Services

    The Website may be used only for lawful purposes by individuals using authorized services of the Company. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Site. The Company specifically prohibits any of the following uses of the Website, and requires all Users to agree not to use the Website for any of the following:

    • Use the Service other than as authorized in this Agreement;
    • Use any device, software, or routine that interferes with any application, function, or use of the Service, or is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication;
    • Resell, sublicense, time-share, or otherwise share the Service with any third party; (iv) frame or mirror the Service;
    • Decompile, disassemble or reverse-engineer the underlying software or application that is part of the Service or otherwise attempt to derive its source code;
    • Use the Service either directly or indirectly to support any activity that is illegal;
    • Access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;
    • Authorize any third parties to do any of the above.
    • Posting any information which is incomplete, false, inaccurate or not your own;
    • Impersonating another person;
    • Constituting or encouraging conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation or which fails to comply with accepted Internet protocol;
    • Posting material that is copyrighted or otherwise owned by a third party unless you are the copyright owner or have the permission of the owner to post it;
    • Posting material that reveals trade secrets, unless you own them or have the permission of the owner;
    • Posting material that infringes on any other intellectual property, privacy or publicity right of another;
    • Transmitting or transferring (by any means) information or software derived from the site to foreign countries or certain foreign nations in violation of US export control laws;
    • Attempting to interfere in any way with the Site’s or the Company’s networks or network security, or attempting to use the Site’s service to gain unauthorized access to any other computer system.

    Such usage may result in User’s being subjected to additional criminal or civil liability, depending on jurisdiction.

  • Limitations on Usage

    Company provides the Services on a limited basis that permits reasonable usage of the Services by you. Company may choose at any time to modify and/or enforce such limitations at its sole discretion. Reasonable usage may be defined as the average reasonable User usage levels of any Service or feature, the usage limits explicitly communicated at or after the time of purchase, or Company’s own determined levels of usage. Company reserves the right to terminate any Service, change packaging and pricing, or otherwise take any action as necessary to prevent customer abuse and/or inappropriate or unauthorized use of Services. 

    You acknowledge that Company may establish general practices and limits concerning use of the Services, including without limitation, the maximum number of days incident reports, warnings, and performance improvement plans are retained. You agree that Company has no responsibility or liability for the deletion or failure to store any incident reports, warnings, and performance improvement plans and other communications. 

    You acknowledge that Company has the right to log off accounts that are inactive for an extended period of time, as well as to remove all information associated with those accounts, such as but not limited to incident reports, warnings, performance improvement plans, employee lists, employee details, and settings. Company considers any account to be inactive if it does not have a record of at least one the following activities within a 180-day period: (a) a customer login and/or active session for that account or (b) a payment to the account. 

  • User Accounts / Administrator Accounts

    You will designate and authorize either yourself and/or one or more individual Users of the Service with authority to act on your behalf and to bind you and/or your business (each a “User”), who may access the Service by entering a confidential user ID and password created by following the instructions provided via the Website and which will entitle them, depending on their designation and permissions given, to have authority to access, review, and/or modify on your behalf. 

    You will, and will cause your authorized User’s to, take reasonable steps to maintain the confidentiality of the authorization procedures and the user IDs and passwords and related instructions provided by Company, and in accordance with Company’s Privacy Policy. If you believe or suspect that any such user IDs and passwords or related instructions have been known or accessed by unauthorized persons, you will immediately notify Company in a manner affording Company a reasonable opportunity to act on the information, and you acknowledge that failure to immediately notify Company could result in unauthorized access to confidential information concerning you and your employees. Company reserves the right to prevent access to the Service should Company have reason to believe the confidentiality of the security procedure or the confidentiality of the user IDs and passwords have been compromised. You are responsible for any actions taken on the Website by your User and/or any other authorized Users, and for any transactions resulting from your failure to maintain the confidentiality of your account. You agree that the provision of a user ID and password by you, your User and/or any other authorized Users, will have the same effect as providing a written signature authorizing performance improvement plans and other Services on the Website. 

    Administrators may close their account by contacting [email protected] .

  • Payment

    Except as prohibited by law, Company may assess late charges if you do not pay on time. You must pay these late charges when billed by the Company for them. The late charge will be the lesser of 1 percent of the unpaid amount each month or the maximum rate permitted by law. Company may use a third-party to collect past due amounts. You must pay for all reasonable costs Company incurs to collect any past due amounts, including reasonable attorneys' fees and other legal fees and costs. Company may suspend or cancel your Services if you fail to pay all charges in full, on time.

  • Subscription Cancellation

    Subscriptions to any Service can be cancelled at any time, however, such cancellation will be effective at the end of the User’s current subscription period. Company does not provide for pro-rated, partial refunds, or allow for refunds that were charged more than 60 days prior to the received request.

    Cancellation requests must be received via email at [email protected] prior to the close of business the day before the User subscription is set to renew. Please refer to www.bambee.com for business hours.

  • Mutual Arbitration Agreement

    Informal Negotiations. To expedite resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between you and Company, including without limitation any dispute or claim related to or arising out of this Agreement ("Dispute"), you and Company may attempt to negotiate any Dispute informally (the "Informal Negotiations") before initiating any arbitration or court proceeding. Such Informal Negotiations will commence upon written notice. Your address for any notices under this section is your email address and/or physical address that you have provided to Company. Company’s address for such notices is: [email protected] and/or by mail to HelloWii, Inc., Attn: Legal, 127 Broadway, Suite 200, Santa Monica, CA 90401.

    Arbitration. If a Dispute is not resolved through Informal Negotiations, you and Company agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration ("Arbitration Agreement"). This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website (www.adr.org). Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If you are unable to pay such costs, Company will pay all arbitration fees and expenses. Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the "Class Action Waiver" described in Section d below.

    Excluded Disputes. You and Company agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for injunctive relief.

  • Waiver of Right to be a Plaintiff or Class Member in a Class Action

    You and Company agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action ("Class Action Waiver"). Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.

    Rules/Standards Governing Arbitration Proceeding. A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator's decision/award.

    Severability. You and Company agree that if any portion of this section entitled "Mutual Arbitration Agreement" is found illegal or unenforceable, that portion will be severed and the remainder of this section will be given full force and effect.

  • Control of Your Login Password—for Customers and Worksite Employees

    Employees Only. Except as specifically permitted by this section, you may not disclose your password to access Company’s service Websites to any third party or share it with any third party. If you lose control of your password, you may lose substantial control over personally identifiable information about you and may be subject to the consequences of actions taken on your behalf. Therefore, if your password has been compromised for any reason, you should immediately change your password and notify us that you believe your password has been compromised. You may, however, disclose your password to certain third parties with whom we have entered into specific contractual and technical arrangements designed to safeguard your password ("Authorized Password Users"), in order to enjoy the benefits of those third parties' services in relation to our services.

    Minors. Company Websites are not intended for use by children, especially those under age 16. No one under age 16 is allowed to use the Websites, provide any personal information or receive our email distributions. Minors between the ages of 13 and 17 must be properly employed as a worksite employee or have the permission of a parent or legal guardian in order to use the Websites, provide any personal information or receive our email distributions.

  • Other Important Terms

    Please refer to our Privacy Policy for more information on the manner in which Company collects, uses, discloses and otherwise treats your personal information. The Privacy Policy is fully incorporated herein by reference.

    Company prohibits the sending of unsolicited email or text messages (spam) or other communications that violate applicable privacy and anti-spam legislation. Spam is defined for this purpose as sending any message that encourages participation in a commercial activity or multiple messages similar in content to any person(s), entity(ies), newsgroup(s), forum(s), email list(s), or other group(s), individual(s) or list(s) unless prior authorization has been obtained from the recipient or unless a business or personal relationship has already been established with the recipient in accordance with the requirements under applicable law. Company also prohibits using false headers in emails or falsifying, forging or altering the origin of any email or text message in connection with Company, and/or any products and Services. Company prohibits engaging in any of the foregoing activities by using the service of another provider, remailer service, or otherwise. IF YOU OR ANYONE YOU KNOW IS “SPAMMED” BY SOMEONE IN RELATION TO COMPANY’S SERVICES, PLEASE CONTACT US PROMPTLY VIA THE CONTACT MECHANISM MADE AVAILABLE VIA THE WEBSITE SO THAT WE MAY TAKE APPROPRIATE ACTION.

    To the extent permitted by applicable by law, this Agreement will be governed by and interpreted in accordance with the laws of the State of California, pursuant to the Mutual Arbitration Agreement, below.

    If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

    Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.

    If a court finds part of these Terms illegal, the rest will continue in force. Each of the Sections of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining Sections will remain in full force and effect.

    We may transfer these Terms to someone else. We may transfer our rights and obligations under these Terms to another organization – for example, this could include another member of our group of companies or someone who buys our business. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.

  • Disclaimer of Warranties

    You understand and agree that: the Website, including, without limitation, all content, function, materials and services is provided “as is,” without warranty of any kind, either express or implied, including, without limitation, any warranty for information, data, data processing services or uninterrupted access, any warranties concerning the availability, accuracy, completeness, usefulness, or content of information, and any warranties of title, non-infringement, merchantability or fitness for a particular purpose. The Company does not warrant that the Website or the function, content or services made available thereby will be timely, secure, uninterrupted or error free, or that defects will be corrected. Company makes no warranty that the Website will meet users’ expectations or requirements. No advice, results or information, or materials whether oral or written, obtained by you through the Website shall create any warranty not expressly made herein. If you are dissatisfied with the Website, your sole remedy is to discontinue using the Website. Any material downloaded or otherwise obtained through the use of the Website is done at your own discretion and risk and that you will be solely responsible for any damage that results from the download of any such material. The Company does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on or through the Website. The Company is not a party to, and does not monitor, any transaction between users and third parties without the direct involvement of the company. Limitation of liability in no event shall the Company, its affiliates or any of their respective directors, officers, employees, agents, or content or service providers be liable for any indirect, special, incidental, consequential, exemplary or punitive damages arising from or directly or indirectly related to the use of, or the inability to use, the Website or the Content, materials and function related thereto, including, without limitation, loss of revenue, or anticipated profits, or lost business, data or sales, or cost of substitute services, even if Company or its representative or such individual has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability so some of the above limitations may not apply to you. In no event shall the total liability of the Company to you for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from the terms or your use of the Website exceed, in the aggregate, $100.00.

  • Electronic Transmission

    This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense. 

  • Legal Disclaimer

    The Bambee.com and Company’s service Websites contain a great deal of content regarding legal and human resource matters. The content has been prepared for educational and information purposes only and does not provide legal advice or legal opinions on any specific matters. Company does not intend to replace or be a substitute for any financial, tax, legal, employment, or other professional services or advice. You should consult a professional trained in those areas if you need such assistance. Transmission of information over the internet is not intended to create, and receipt does not constitute, a lawyer-client relationship between Company, the author(s) or the publishers and you. You should not act or refrain from acting on any legal matter based on Bambee.com or other Company service Website content without seeking professional counsel.

  • Intellectual Property Rights

    The content of the Websites is protected by U.S. and International copyright laws, federal and states trademark laws and other intellectual property laws and conventions. Nothing contained in these Websites will be construed as granting any license or right to use the protected materials without the express written consent of Company. By accessing or otherwise using the Websites, you are indicating your acceptance of, and agreement to abide by, these terms of use, the applicable privacy policies and all applicable international federal, state and local laws and regulations. Any feedback, comments, and suggestions you may provide for improvements to the Service ( “Feedback”) is given entirely voluntary and Company will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind.