Last Updated: August, 7, 2026

These Broker Client Portal Terms (these “Portal Terms”) govern access to and use of the BambooHR Broker Client Portal (the “Client Portal”) by the broker identified in the click-through acceptance (“Broker,” “you,” or “your”). These Portal Terms are entered into between Broker and Bamboo HR LLC and, as applicable, BambooHR Payroll LLC (collectively, “BambooHR,” “we,” “us,” or “our”).

The Client Portal allows Broker to connect to, and assist, businesses that subscribe to BambooHR’s Service (each, a “Customer”) with benefits administration matters, including open enrollment, qualifying life events, and related benefits support (the “Broker Services”). Capitalized terms not defined in these Portal Terms have the meanings given in the BambooHR Terms of Service (the “ToS”) and, if applicable, the BambooHR Benefits Administration Addendum (the “BenAdmin Addendum”). Both the ToS and BenAdmin Addendum are incorporated into these Portal Terms and apply to the Broker as applicable to their use of BambooHR’s Services through the Client Portal.

BY REGISTERING FOR, ACCESSING, OR USING THE CLIENT PORTAL, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND BROKER TO THESE PORTAL TERMS, AND YOU AGREE, ON BEHALF OF YOURSELF AND BROKER, TO BE BOUND BY THESE PORTAL TERMS. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE CLIENT PORTAL.

1. Relationship to Other Agreements.

1.1 These Portal Terms are a separate agreement between BambooHR and Broker. They are not part of, and do not modify, any Order Form or Agreement between BambooHR and a Customer. Broker is not a party to, and obtains no rights under, the ToS or any Additional Terms (including the BenAdmin Addendum) applicable to a Customer, except as expressly set forth in these Portal Terms.

1.2 These Portal Terms work together with, and should be read consistently with, the ToS. In the event of a conflict between these Portal Terms and the ToS solely as it relates to Broker’s access to or use of the Client Portal, these Portal Terms will control.

1.3 Nothing in these Portal Terms limits any rights BambooHR has against a Customer under the ToS, or limits any rights a Customer has against Broker under any separate agreement between Broker and Customer (including any Broker of Record designation or Business Associate Agreement described in Section 3).

2. The Client Portal

2.1 License Grant. Subject to these Portal Terms, BambooHR grants Broker a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Client Portal solely to perform the Broker Services on behalf of, and for the benefit of, Customers that have authorized Broker’s access under Section 3.1.

2.2 Permitted Purpose Only. Broker will use the Client Portal, and any Customer Data made available through it, solely to perform the Broker Services for an authorized Customer, and for no other purpose. Without limiting the foregoing, Broker will not use the Client Portal or any Customer Data to: (a) market or sell products or services to a Customer or its employees outside the scope of the Broker Services and Broker’s existing relationship with that Customer; (b) benchmark, develop, or improve any product or service that competes with the Service; (c) access or attempt to access any Customer account for which Broker has not been authorized under Section 3.1; or (d) exceed the scope of access granted by a Customer.

2.3 Per-Customer Authorization. Access to a given Customer’s account through the Client Portal is granted only after BambooHR has received the Customer’s confirmation, in a manner BambooHR designates, that Broker is authorized to access that Customer’s account (“Customer Authorization”). BambooHR may rely conclusively on a Customer Authorization and has no obligation to independently verify it. BambooHR may decline, suspend, or condition Broker’s access to any Customer account in its sole discretion, including if BambooHR has not received a Customer Authorization it considers sufficient.

2.4 No Guarantee of Access. BambooHR does not guarantee that any particular Customer will authorize, maintain, or renew Broker’s access to its account, and a Customer may revoke Broker’s access at any time as described in Section 8.

3. Broker Representations and Warranties

Broker represents, warrants, and covenants, on an ongoing basis for so long as Broker has access to a Customer’s account through the Client Portal, that:

3.1 Authorization. Broker has obtained all written and contractual authorization required from each Customer whose account Broker accesses through the Client Portal, and Broker’s access to and use of that Customer’s account is, and will remain, within the scope of that authorization.

3.2 Broker of Record. Broker is the broker of record (or equivalent designated broker, agent, or consultant of record) for each Customer whose account Broker accesses through the Client Portal (a “Broker of Record Relationship”), and Broker will immediately notify BambooHR in writing if a Broker of Record Relationship with any Customer terminates, expires, or is otherwise no longer in effect.

3.3 Business Associate Agreement. To the extent Broker’s performance of the Broker Services for a Customer involves access to, use of, or disclosure of protected health information (as defined under HIPAA), Broker has entered into a business associate agreement (or equivalent HIPAA-compliant agreement) directly with that Customer (a “Broker BAA”) that satisfies the requirements of HIPAA, and Broker will comply with that Broker BAA and with HIPAA in connection with its use of the Client Portal. BambooHR is not a party to, and has no responsibility for, any Broker BAA.

3.4 Licensing and Compliance. Broker holds all insurance producer, broker, or other licenses required by Applicable Law to perform the Broker Services in each jurisdiction in which it does so, and will perform the Broker Services in compliance with Applicable Law, including ERISA, HIPAA, and applicable insurance laws and regulations.

3.5 Accuracy; Notice of Change. Broker will promptly notify BambooHR in writing if any representation in this Section 3 ceases to be true or accurate with respect to any Customer. BambooHR may immediately suspend Broker’s access to the applicable Customer’s account upon becoming aware that a representation in this Section 3 is inaccurate.

4. Authorized Users; Broker Responsibility

4.1 Designating Authorized Users. Broker may designate individual employees, contractors, or agents of Broker to access and use the Client Portal on Broker’s behalf (each, an “Authorized User”). Broker is responsible for ensuring that each Authorized User is aware of, and complies with, these Portal Terms before accessing the Client Portal.

4.2 Responsibility for Authorized Users. Broker is solely responsible for: (a) all activity occurring under Broker’s account and any Authorized User’s credentials; (b) all acts and omissions of its Authorized Users in connection with the Client Portal, as if such acts and omissions were Broker’s own; and (c) promptly deactivating an Authorized User’s access within 24 hours of when that individual no longer requires it, including upon termination of employment or engagement.

4.3 Credentials. Broker and its Authorized Users will maintain the confidentiality of all login credentials, will not share credentials with any person, and will enable multi-factor authentication on each Authorized User’s account. Broker will promptly notify BambooHR if it believes any credentials have been compromised.

4.4 No Sub-Brokers or Delegation. Broker will not permit any third party other than its own Authorized Users (including any sub-broker, general agency, or other affiliated or unaffiliated entity) to access the Client Portal or Customer Data without BambooHR’s prior written consent and, where applicable, the Customer’s consent.

5. Customer Data; Confidentiality; Third-Party Services

5.1 Ownership. As between Broker and Customer, Customer Data remains the property of the applicable Customer. Nothing in these Portal Terms transfers any ownership interest in Customer Data to Broker or to BambooHR. Broker’s use of Customer Data is limited to the Broker Services performed for that Customer, consistent with the Customer Authorization, any Broker BAA, and Applicable Law.

5.2 Confidentiality. Customer Data, and any other non-public information Broker obtains through the Client Portal, is Confidential Information for purposes of these Portal Terms and will be protected by Broker consistent with Section 6.5 of the ToS (which is incorporated by reference for this purpose), including by not disclosing it to any person other than an Authorized User with a need to know it to perform the Broker Services.

5.3 No Independent Export or Retention Beyond Need. Broker will not download, export, or retain Customer Data beyond what is reasonably necessary to perform the Broker Services for the applicable Customer, and will delete or return Customer Data in its possession promptly upon request by the Customer or upon revocation or termination of Broker’s access to that Customer’s account, except to the extent Broker is required to retain it under Applicable Law or a Broker BAA.

5.4 No BambooHR Responsibility for Broker’s Use. BambooHR is not responsible for verifying, and does not verify, Broker’s compliance with this Section 5, a Broker BAA, or Applicable Law with respect to Broker’s use of Customer Data outside the Client Portal itself.

5.5 Third-Party Services. To the extent that the Broker’s Customer is using any Third-Party Services as defined under the ToS, the Broker agrees to abide by the Third-Party Services Addendum to the ToS.

6. Security

6.1 Broker will maintain administrative, physical, and technical safeguards for any Customer Data it accesses, downloads, or stores outside the Client Portal that are consistent with industry standards, Applicable Law, and any Broker BAA.

6.2 Broker will immediately notify BambooHR and the applicable Customer of any actual or reasonably suspected unauthorized access to, or acquisition, disclosure, or use of, Customer Data involving Broker or an Authorized User, and will cooperate with BambooHR’s and the Customer’s reasonable investigation and remediation efforts.

7. No Advice; No Fiduciary Relationship; Disclaimer

7.1 BambooHR is not a party to, and has no responsibility for, the advice, recommendations, insurance placements, or other services Broker provides to a Customer. Broker’s relationship with each Customer, including any Broker of Record Relationship, insurance producer relationship, or fiduciary or advisory relationship, is independent of BambooHR and is governed solely by the agreement(s) between Broker and that Customer.

7.2 BambooHR is not a plan sponsor, plan administrator, insurance producer, or fiduciary with respect to any Customer’s benefit plans, and the Client Portal does not constitute advice, a recommendation, or a guarantee regarding any insurance policy or benefit plan. Section 2 of the BenAdmin Addendum (Limitations of Benefits Administration Information) is incorporated by reference and applies equally to Broker’s use of the Client Portal.

7.3 THE CLIENT PORTAL IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BAMBOOHR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CLIENT PORTAL, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Suspension; Revocation; Term and Termination

8.1 Revocation by Customer. A Customer may revoke Broker’s access to that Customer’s account through the Client Portal at any time, for any reason, through the mechanism BambooHR designates. BambooHR will act on a Customer’s revocation instructions and has no obligation to notify Broker in advance of doing so.

8.2 Suspension or Termination by BambooHR. BambooHR may suspend or terminate Broker’s access to the Client Portal (in whole or with respect to one or more Customer accounts), without liability, immediately upon notice if: (a) Broker breaches these Portal Terms; (b) any representation in Section 3 is or becomes inaccurate with respect to a Customer; (c) BambooHR reasonably believes such action is necessary to protect the security or integrity of the Service or Customer Data; or (d) required by Applicable Law or a Customer’s instruction.

8.3 Term. These Portal Terms remain in effect for as long as Broker has access to the Client Portal for any Customer account, and will automatically terminate as to a particular Customer account when Broker’s access to that account is revoked or terminated.

8.4 Effect of Termination. Upon termination or revocation of Broker’s access with respect to a Customer account, Broker will immediately cease accessing that account and will delete or return any Customer Data obtained through the Client Portal for that account in accordance with Section 5.3. Sections 1, 3, 5, 6, 7, 9, 10, 11, and 12 will survive any termination or revocation.

9. Indemnification

Broker will indemnify, defend, and hold harmless BambooHR and its subsidiaries, affiliates, officers, directors, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim arising from or in connection with: (a) any inaccuracy or breach of a representation or warranty in Section 3; (b) Broker’s or an Authorized User’s access to or use of the Client Portal in violation of these Portal Terms or Applicable Law; (c) any acts or omissions of an Authorized User; or (d) any dispute between Broker and a Customer, including any dispute relating to a Broker of Record Relationship or a Broker BAA. The indemnification procedures in Section 11.3 of the ToS apply to indemnification claims under these Portal Terms.

10. Limitation of Liability

EXCEPT FOR (I) BROKER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (II) BROKER’S BREACH OF SECTION 5 (CUSTOMER DATA; CONFIDENTIALITY), OR (III) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THESE PORTAL TERMS; AND (B) BAMBOOHR’S AGGREGATE LIABILITY TO BROKER UNDER THESE PORTAL TERMS WILL NOT EXCEED $100.

11. Governing Law; Jurisdiction

These Portal Terms are governed by, and will be construed in accordance with, the substantive laws of the State of Utah, without reference to conflict of laws principles. Any legal action or proceeding with respect to these Portal Terms 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.

12. General Provisions

12.1 Modification. BambooHR may modify these Portal Terms from time to time consistent with Section 3.2 of the ToS. Continued use of the Client Portal after the effective date of a modification constitutes acceptance of the modified Portal Terms.

12.2 Entire Agreement. These Portal Terms, together with the ToS and BenAdmin Addendum provisions incorporated by reference, constitute the entire agreement between Broker and BambooHR regarding the Client Portal and supersede all prior discussions or agreements on that subject.

12.3 No Waiver; Severability; Contra Proferentem. Sections 17.2, 17.3, and 17.4 of the ToS apply equally to these Portal Terms.

12.4 Assignment. Broker may not assign or transfer these Portal Terms without BambooHR’s prior written consent.

12.5 No Third-Party Beneficiaries. Except as expressly provided, nothing in these Portal Terms confers any right or remedy on any person other than BambooHR and Broker. For the avoidance of doubt, a Customer is not a party to, and has no obligations under, these Portal Terms, but retains all rights it has against Broker under any separate agreement between Broker and that Customer.

12.6 No Legal Advice. Nothing in these Portal Terms, the Client Portal, or any related communication constitutes legal, tax, or insurance advice from BambooHR.

Contact Information.

If you have any questions about the Service or this Agreement, you may call us at 801-724-6600, email us at support@bamboohr.com, or write to us at:

Bamboo HR LLC
BambooHR Payroll LLC
ATTN: Legal
42 Future Way
Draper, UT 84020

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