Diff: Gusto Privacy Policy, ConductAtlas

Old version

April 19, 2026 06:28 UTC

967b1b31d345519b52a9216db40b41eee003818a82430e1bb09082e47cf82556

CA-V-000799

New version

May 1, 2026 06:27 UTC

f0429ce38056f6076020fad58951f5c4aa7451a35428d6097a5216a4c31ebca7

CA-V-002066

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Change Summary

Gusto updated its Background Checks Terms of Service on May 1, 2026, elevating it from Version 6.0 to Version 7.0 and changing the effective date to April 29, 2026. The updated terms now explicitly define the scope of the background check service, clarify that these terms are binding on customers who request or use background checks through Gusto's platform in partnership with Checkr, and establish that by checking a box, initiating a background check, or accessing the service, customers agree to be bound by the full Background Check Customer Agreement. The change adds 75 sentences of new clarifying language around definitions, authorization, and binding agreement mechanics, making the contractual relationship more explicit.

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+Gusto Terms All Contracts Employer Terms of Service Members Terms of Service Accountant Program Terms of Service Privacy Notice Employer Data Processing Addendum Acceptable Use Policy Electronic Communications Consent Terms for Promotional Offers & Discounts Accessibility Statement Payroll Service Terms Health Insurance Benefits Service Terms International Contractor Payments Service Terms Human Resources Service Terms Tax-Advantaged Accounts Service Terms Workers’ Compensation Insurance Terms Kiosk Service Terms State Registration Agreement Background Checks Terms of Service R&D Tax Credit Services Terms R&D Tax Credit Redemption Service Terms R&D Tax Credit Services Referral Partner Program Tax Form Printing & Mailing Terms Check Mailing and Printing Terms Learning Management System Terms of Service 401(k) Automation Terms of Service Gusto AI Assistant Terms of Service Developer Terms of Service Referral Rewards Terms Referral Rewards Terms Exp October 2025 Partner Promotion Terms Time & Attendance Plus Free Trial Promotion Community Contest Official Rules April 2025 Partner Promotion Terms Arbitration Opt-Out Notice Community Sweepstakes Official Rules July 2024 Accountant Partner Promotion Terms – Existing Starter Firms July 2024 New Partner Promotion Terms – New Starter Firms July 2021 Partner Referral Terms Partner VIP Care Promotion Gusto Impact Contest & Awards 2026 Official Rules Gusto Trademark Use Guidelines May 2025 BDO Alliance Accountant Partner Promotion Terms Service Provider Data Processing Agreement Gusto Purchase Order Terms and Conditions Labor Law Poster Terms of Service Referral Rewards Tiered Terms Exp PartnerStack Referral Terms August 2025 Partner Promotion Terms Mutual Partnership Data Processing Agreement Gusto MCP Terms of Service Referral Reward End of Year 2025 Bonus 1 Referral Reward End of Year 2025 Bonus 2 Referral Reward End of Year 2025 Bonus 3 Accountant Tiered Referral Terms Gusto Price Match Guidelines November 2025 Partner Promotion Terms December 2025 Solo Partner Promotion Terms Referee terms EIN Application Service Supplemental Terms Gusto Powered Practices Contest Official Rules Gusto Business Compliance Terms of Service Firm Growth Agents Promotion Terms Employer Terms of Service Version Version 16.1 (Current) Version 16.0 Version 15.0 Version 14.0 Version 13.0 Version 12.0 Version 11.0 Version 10.0 Version 9.0 Version 8.0 Version 7.0 Version 6.0 Version 5.0 Version 4.0 Version 3.0 Version 2.0 Version 1.0 Effective April 23rd 2026 Download Table of Contents Last updated August 1, 2025 ARBITRATION NOTICE: SECTION 24 OF THESE TERMS CONTAIN TERMS THAT REQUIRE EMPLOYER AND GUSTO TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION.
+EMPLOYER UNDERSTANDS THAT: (1) EMPLOYER WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST GUSTO ON AN INDIVIDUAL BASIS, AND (2) EMPLOYER WAIVES THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR SEEK RELIEF IN A COURT OF LAW AND HAVE A JURY TRIAL OF EMPLOYER’S CLAIMS.
+These Gusto Employer Terms of Service (“ Employer Terms ” or “ Terms ”) form part of the binding contract between Employer (as defined below) and Gusto, Inc. and its subsidiaries and affiliates (collectively, “ Gusto ”, “ us ”, “ we ” or “ our ”).
+These Terms contain the terms and conditions that govern the use of Gusto’s people platform, including our applications, websites, software, and support services (the “ Platform ”) through which we offer products and services (“ Services ”) to end users directly or through a third party program.
+The Platform and Services are only available to users who are authorized to form legally binding contracts under applicable laws in the jurisdictions in which the Platform and Services are offered or made available.
+" Employer " is the organization, company, or business entity that you represent in accepting this Agreement.
+For example, if you are accepting this Agreement in connection with creating a new Gusto account for and on behalf of your limited liability company, your limited liability company is the Employer.
+If you are using the Gusto Platform as a representative of Employer and Administrator for Employer’s Account (each term as further defined below) your use of the Platform is subject to this Agreement.
+In contrast, if you are Employer's employee, contractor, or other type of member of Employer’s business, and Employer has invited you to create an account in order to view your paystubs, enroll in benefits, or access other Services enabled by Employer, you are a " Member " and the Members Terms of Service govern your access to and use of the Platform and Services in your individual capacity.
+As an owner or shareholder of a legal entity, you may act in dual capacities while using the Gusto Platform and Services: (1) as an “Employer” when administering the business and running payroll, and (2) as a “Member” when receiving your own payroll or benefits as an employee of the legal entity.
+Each of these terms apply to you depending on which capacity you are acting in at a given time.
+If you are an accountant or bookkeeper using Gusto Pro and/or are managing your client’s or customer’s use of the Platform or Services, this Agreement and the Gusto Accountant Terms of Service govern your access to and use of the Platform and Services on behalf of your clients or customers (each an Employer).
+Individual Services and Gusto policies, promotions, and other offerings made available to Employer, Accountant, or to Member directly are or may be subject to additional terms (“ Additional Terms ”) as listed on www.gusto.com/legal/terms .
+Any applicable Additional Terms are incorporated into and made part of this Agreement.
+To the extent any Additional Terms conflict with these Employer Terms, the Additional Terms will control with respect to the applicable subject matter.
+By accessing or using the Platform, including any Services, Employer agrees to be bound by these Terms, any Additional Terms specific to Services that Employer accesses or uses, and our Acceptable Use Policy (collectively, this “ Agreement ”).
+If you are accepting this Agreement on behalf of Employer (e.g. in your capacity as agent or authorized representative of Employer), you represent that you have the authority to bind Employer to this Agreement and that Employer accepts this Agreement. 1.
+Employer Accounts and Administrators Employer must create an account in order to use the Services (“ Employer Account ”).
+You must be at least 18 years old to create an Employer Account.
+The Employer Account is affiliated with and owned by the Employer and contains information relating to the Employer (e.g., payroll information or business expenses).
+Employer must authorize at least one employee or third party representative to act as an authorized administrator for each Employer Account (each, an “ Administrator ”).
+If you are creating a Employer Account on behalf of and for Employer, you are doing so as an Administrator and you understand and acknowledge that Employer (and not you) is the owner of the Employer Account.
+We may require you to follow a policy regarding Employer Account ownership disputes and may update this policy from time to time with or without notice.
+Each Administrator will access the Employer Account through an Administrator profile (“ Administrator Profile ”).
+Each Administrator must maintain a unique and confidential username and password for their Administrator Profile.
+Gusto may require additional identification and authentication information from each Administrator in order to access their Administrator Profile.
+Employer is responsible for ensuring that all Administrators secure any log-in credentials, including passwords, phone numbers, or other authentication information that may be required by Gusto to access the Administrator Profile, and keep such information strictly confidential.
+A.
+Accountant Administrators Employer may choose to invite a third party bookkeeper or accountant to act as Administrator for the Employer Account (each an “ Accountant Administrator ”) and create an Administrator Profile.
+For the avoidance of doubt, the term “Administrator” as used in these Terms encompasses Accountant Administrators.
+In addition to the actions, rights, and responsibilities applicable to Employer’s Administrators, Employer’s Accountant Administrators are subject to their compliance with this Agreement and the Gusto Accountant Terms of Service .
+Employer understands and agrees that Accountant Administrator may be enabled to take certain actions within the Employer Account, including but not limited to inviting additional Accountant Administrators to create Administrator Profiles within the Employer Account, enabling Third-Party Services on behalf of Employers, and managing certain Administrator permissions on Employer’s behalf.
+Employer may also authorize Accountant Administrators to pay Employer’s Service Fees on Employer’s behalf, subject to Section 10 below.
+Employer understands and agrees that by inviting an Accountant Administrator to create an Administrator Profile within the Employer Account, Employer is authorizing such Accountant Administrator to act as an authorized representative of the Employer Account on the Gusto Platform, and that such Accountant Administrator is authorized to provide information to Gusto at Gusto’s request regarding the Employer Account, including without limitation, information about the Employer Bank Account and Employer’s payment of Service Fees (among other things).
+B.
+Administrator Permissions Depending on the permissions Employer grants to an Administrator Profile, the applicable Administrator or Accountant Administrator may be authorized to take certain actions on Employer’s behalf and on behalf of the Employer Account.
+Such actions include (but are not limited to) inputting information, approving and running payrolls, enrolling in Services, and accepting Additional Terms on Employer’s behalf.
+Employer should regularly review Employer’s Administrators and the permissions granted to their Administrator Profiles to ensure that only authorized individuals retain access to the Employer Account.
+If Employer is unable to remove an Administrator from the Employer Account, Employer must contact Gusto directly to request that such individual’s access be revoked.
+Employer is responsible for ensuring that Employer’s Administrators comply with this Agreement.
+Gusto may review Employer’s and Employer’s Administrators’ conduct for compliance purposes but is not obligated to do so.
+We encourage Employer to review our Help Center content closely in order to ensure that Employer is granting the minimum appropriate permissions to each Administrator Profile. 2.
+Employer is Responsible for the Employer Account Employer is responsible for (a) the security and confidentiality of any credentials or log-in information used to access the Employer Account, including any Administrator Profile credentials, (b) for securing and maintaining confidential any information accessible via the Employer Account, and (c) following instructions Gusto may provide regarding the security of the Employer Account.
+Please review important information about how to protect your credentials and the Employer Account from fraud and online phishing schemes here .
+Employer is responsible for all actions and transactions taken under the Employer Account, regardless of whether Employer knew of or authorized such actions (“ Authorized Actions ”).
+Authorized Actions may include but are not limited to (a) actions taken by an authorized Administrator, and (b) actions or transactions that Employer, or anyone that Gusto reasonably believes to be Employer or an Administrator, directs or instructs Gusto to take on Employer’s behalf whether orally (e.g., over the phone to one of our team members) or in writing. 3.
+Unauthorized Third Party Access to Employer Account Employer accepts all risks of unauthorized use of Employer’s Account.
+Employer must immediately notify Gusto if Employer believes that the Employer Account or any of Employer’s Administrator Profiles, Member log-in credentials, or Administrator log-in credentials have been compromised.
+Gusto may suspend the Employer Account, including all Administrator access to the Employer Account, if Gusto has reason to believe that the Employer Account or any of Employer’s Administrator's log-in credentials have been compromised.
+Employer agrees not to grant Employer Account access to, or disclose any confidential log-in credentials to, Prohibited Third Parties.
+A “ Prohibited Third Party ” is a third party that seeks to access or accesses the Platform or Services using an Administrator Profile or an Administrator’s log-in credentials, regardless of Employer’s purported consent or authorization, in order to harvest, crawl, or scrape information from the Platform or Services without Gusto’s express written authorization. 4.
+Identity and Bank Account Verification To help the government fight the funding of terrorism and money laundering activities, federal law requires financial institutions like Gusto to obtain, verify, record, and monitor information that identifies Employer’s business entity, each Administrator authorized to access and/or manage the Employer Account, and Employer’s designated responsible party (also referred to as Employer’s signatory ).
+To that end, Gusto will require Employer to provide certain information to us from time to time, but in particular during onboarding of the Employer Account, to help us verify Employer’s business entity information, the identity of Employer’s Administrators and signatory, and perform other additional due diligence as we may deem necessary in our sole discretion.
+This information may include (but is not limited to) full name, address, date of birth, Employer taxpayer ID, telephone number, email address, business entity ownership documentation, and other information that will allow us to identify Employer, Employer’s signatory, and/or Employer’s Administrators (“ Identification Information ”).
+We may also require Employer to provide identifying documentation about Employer’s business entity, Administrators and signatory, which may include passports, drivers licenses, or other government issued identification (“ Identification Documents ”).
+We may also use Identification Information and/or Identification Documents to confirm the identity of an Administrator and their legal relationship to Employer in the event that there is a dispute between Employer’s Administrator(s) regarding management of and/or access to the Employer Account.
+Employer must link one (1) or more United States bank accounts to Employer’s Account for purposes of processing payments via the Services and/or in order for Gusto to debit Employer for applicable Service Fees (as defined below) (each, a “ Bank Account ”) unless otherwise instructed or permitted by Gusto in writing.
+The Bank Account must be in the United States.
+Gusto will also need to collect, review and verify certain information about the Bank Account in order to confirm Employer’s eligibility for the Platform and Services and in order to set up the Employer Account.
+This information includes identifying information about the Bank Account such as (but not limited to) the number and financial institution name, identifying information about the Bank Account signatory, as well as information about payment recipients and transactions (“ Employer Banking Information ”).
+Gusto will also use Employer Banking Information to conduct Know Your Customer (“ KYC ”) reviews and Sanctions Screening as described in Section 5 below, to verify the Bank Account ownership, to verify that the Employer and Employer’s Bank Account are eligible for the Services (as determined by us in our sole discretion), and to confirm and share Employer Banking Information with our service providers and/or Employer’s Bank Account provider.
+Please review our Help Center content for more information on how we conduct bank account verification and about what types of bank accounts we accept.
+Employer represents and warrants that Employer has the authority to share any Identification Information, Identification Documents, and Employer Banking Information provided to Gusto during the identity and bank account verification process described in this Section 4.
+Employer further represents and warrants that all Identification Information, Identification Documents, and Employer Banking Information provided to Gusto are truthful, current, accurate and complete, and that Employer is not submitting such information on behalf of a third party.
+Employer is responsible for ensuring that all Identification Information, Identification Documents, and Employer Banking Information that may be requested by Gusto from time to time are provided in a timely manner, and Employer understands that failure to comply with this Section 4 means that Gusto may be unable to provide Employer with the Services, and may result in the immediate termination of this Agreement and the Services with or without notice and without liability to Employer.
+Employer authorizes Gusto to obtain information about Employer as a business entity, and to report adverse business information about Employer to third parties including but not limited to federal or state tax authorities.
+Gusto reserves the right to terminate this Agreement immediately with or without notice or liability to Employer if Gusto is unable to verify Employer’s satisfactory financial standing, or for any other lawful business reason (including, without limitations, reasons that are confidential to Gusto or which Gusto may not legally disclose). 5.
+KYC and Sanctions Screening Gusto's account opening and maintenance processes include controls designed to gather information required under the Bank Secrecy Act, FinCEN’s Employer Due Diligence (“CDD”) Rule, and other information required under Gusto's KYC program.
+Gusto’s KYC program includes standards and controls designed to enable Gusto to form a reasonable belief as to an Employer's true identity, the nature and purpose of the transactions an Employer conducts, and the level of risk an Employer's relationship and related financial activities may pose to Gusto.
+All U.S. persons, including U.S. banks, bank holding companies, and non-bank subsidiaries, must comply with the Office of Foreign Asset Control’s (“OFAC”) regulations.
+This means that Gusto may institute a hold on Employer’s Bank Account or funds, or terminate this Agreement immediately without notice, if Gusto determines (in Gusto’s sole discretion) that Employer or any of Employer’s Administrators are a Specially Designated National (as defined by OFAC), if Employer or any of Employer’s Administrators fall into the scope of a country-based sanction program, or if Employer attempts to send funds to a country or recipient that is sanctioned or that Gusto reasonably believes is sanctioned in Gusto’s sole discretion. 6.
+Members Employer may invite and authorize its Members to each create a Member account (“ Member Account ”) associated with the Employer Account.
+Member Accounts may also be referred to as “ employee profiles .” Member Accounts will enable Members to enter, modify, or delete personal information (e.g. bank account or withholding information); upload, view, access, modify and/or download certain documents and information associated with or provided by Employer via the Employer Account (e.g. Form W-4 or an offer letter from Employer); and use Services and Third-Party Services to which Employer has granted them access, among other things (collectively, “ Employer-Provided Services ”).
+Employer is responsible for ensuring that its Members comply with this Agreement in the course of completing such actions or accessing Employer-Provided Services.
+Employer may modify or restrict Member’s access to Employer-Provided Services, subject to any Additional Terms applicable to such Employer-Provided Services.
+In addition to and apart from Member’s access to Employer-Provided Services, once a Member has created a Member Account, such Member will (a) maintain a limited lifetime access to such Member Account and (b) have access to a variety of Services and Third-Party Services provided directly to Members by Gusto and Gusto’s third-party partners, in all cases subject to the Member Terms of Service (collectively “ Member Services ”).
+Except where specifically stated, Member Services will be available to Member regardless of Member’s relationship with Employer.
+Employer understands and acknowledges that Employer will be unable to restrict, remove, or modify Member’s access to Member Services once Member accepts Employer’s invitation to create an Member Account.
+Employer further acknowledges and understands that certain Member Services will enable a Member to share or disclose certain Employer Data (as defined below) that is provided by or accessible to the Member with third parties. 7.
+Employer Data and Privacy Employer may upload content or information through the Platform, such as files, employment documents, messages, and personal information about Members or Administrators.
+Employer may also direct Members to upload such content or information directly for use in the Employer Account or any Employer-Provided Services.
+Collectively, all such content or information is referred to herein as “ Employer Data .” Employer is solely responsible for ensuring that the collection and/or processing of Employer Data is compliant with all applicable laws and regulations.
+Employer represents and warrants that Employer has received all required rights, licenses, consents and authorizations to use and make available any Employer Data uploaded or submitted to the Platform via Employer’s Account, and that Employer may instruct Gusto on what to do with such Employer Data.
+For example, Employer may elect to enable or disable third party integrations, manage permissions, and grant certain Administrators or Members access to view or edit Employer Data submitted by other Members or Administrators.
+These instructions may result in the access, use, disclosure, modification or deletion of certain Employer Data, and Employer should review the Gusto Help Center for more information about these choices, permissions and instructions.
+Employer is solely responsible for responding to and resolving disputes that may arise between Employer and Members relating to or based on Employer Data, the Platform, Services, or Employer’s failure to fulfill any of the foregoing responsibilities.
+As a financial institution, Gusto is subject to certain retention requirements under state and federal law.
+As a result, certain types of Employer Data may not be removed from the Platform.
+Gusto is not responsible or liable to Employer for the removal or deletion of (or the failure to remove or delete) such Employer Data.
+Employer acknowledges and agrees that Gusto is not responsible for the loss or modification of any Employer Data, and that Employer’s use of the Platform and Services is at Employer’s own risk.
+Employer understands and agrees that Employer Data transmitted, entered,or otherwise uploaded by Employer, on Employer’s behalf, and by Employer’s Members to the Platform and Services will be processed, stored and retained in accordance with our legal obligations.
+With respect to the Employer Data we receive, collect, and process to provide you with our products and services, Gusto acts as a data processor/service provider under applicable data protection laws.
+When acting as a processor/service provider, Gusto collects and processes Employer Data at your direction or as otherwise required or permitted under applicable data protection laws.
+To the extent that you are subject to applicable data protection laws, Gusto outlines the collection and processing of that personal information in our Employer Data Processing Addendum (available at gusto.com/legal/employer-dpa ).
+Our Privacy Policy is also incorporated into this Agreement by reference and is available at gusto.com/legal/privacy. 8.
+Employer Responsibilities Related to the Services Employer is responsible for following instructions that Gusto provides to Employer with respect to the Platform and Services from time to time, and for timely providing Gusto with accurate and complete information required for Gusto to perform the Services.
+Employer acknowledges and understands that Gusto’s provision of all Services will rely on information provided to Gusto by Employer (including, but not limited to, Employer Data, tax information, payroll information, benefits information, and employment information about Employer and/or Members).
+Employer understands and agrees that Gusto is entitled to rely on all such information and is not required to independently verify or correct any such information.
+Employer accepts sole responsibility for any liability arising from Employer’s failure to correct or update such information.
+Employer is responsible for promptly verifying the accuracy of any content generated by Gusto based on information provided by Employer and timely notifying Gusto of any inaccuracies in such content.
+Employer will promptly notify Gusto of any third-party notices (including, but not limited to, notices from the IRS, other government agencies, or insurance carriers, as applicable) that Employer receives which could affect (a) Gusto’s ability to effectively provide the Services or (b) increase the likelihood that a Claim (as defined below) is brought against Employer or Gusto in connection with the Services. 9.
+Service Plans Certain Services are only available to Employers who have subscribed to one of our monthly service plans, as described at www.gusto.com/product/pricing (“ Service Plans ”).
+In order to subscribe to any Service Plan, use any Service (including any applicable add-on services), make a Service available to Members, Employer must be enrolled in the applicable Service Plan and/or accept the applicable Additional Terms (as defined below).
+Gusto may limit access to Services or Service Plans for Employers who engage in certain high risk business activities (as determined by Gusto). 10.
+Employer’s Payment Obligations Employer agrees to pay the fees for the Services as listed at gusto.com/product/pricing or other applicable posted or agreed upon rates for any Service.
+We may also charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
+Collectively, all such fees are referred to as “ Service Fees .” Unless we state otherwise, Service Fees are charged for any full or partial calendar months in which Employer is enrolled in the Service, even if Employer or Employer’s Members do not use the Service in such month.
+Gusto will invoice Employer for all Service Fees.
+Employer must promptly notify Gusto of any inaccuracies or errors in any Gusto-issued invoice.
+Employer authorizes Gusto to debit the Bank Account for all applicable Service Fees on a monthly basis in arrears as they become payable and to debit Employer’s Bank Account for any outstanding Service Fees at any time.
+Employer agrees to pay any invoice within fifteen (15) days of receipt via a payment method Gusto deems acceptable in our sole discretion.
+Unless we state otherwise, all Service Fees are non-refundable.
+In the event of a refund, Employer agrees to reimburse Gusto for any sales, use, and/or similar taxes arising from the provision of the Services that any federal, state, and/or local governments may impose.
+Gusto may change any of our Service Fees at any time.
+Gusto will notify Employer of such change(s) at least thirty (30) days in advance.
+Employer’s continued use of the Platform or applicable Service(s) after a Service Fee change takes effect constitutes Employer’s acceptance of the change.
+If we are unable to collect Service Fees owed by the payment due date for any reason, or if Employer (or Accountant) attempts to cancel or claw back fees properly debited by Gusto from Employer’s Bank Account under this Agreement, we may terminate or suspend the Employer Account and/or Employer’s access to the Platform or Services until we receive the outstanding amounts due.
+The foregoing does not limit any remedies available to Gusto under the Accountant Program Terms.
+Termination or suspension of the Employer Account will not relieve Employer’s obligation to pay outstanding amounts due plus any applicable exceptions processing fees, bank fees, or charges for return items, plus interest at the lesser of 18% per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection (including costs Gusto reasonably incurs from third party debt collection services) as permitted by law.
+Employer may authorize an Accountant Administrator to pay Employer’s Service Fees on Employer’s behalf.
+By so authorizing, Employer understands and agrees that Employer and Accountant Administrator are jointly and severally liable for any unpaid Service Fees and for any associated bank fees or costs of collection reasonably incurred by Gusto. 11.
+Promotions and Insurance Products Disclosure We may offer discounts or promotional pricing on our Services, and features in accordance with our Terms for Promotional Offers & Discounts .
+We provide and sell certain insurance products and services through our affiliate entity, With Gusto Insurance Services, LLC.
+We also provide Services unaffiliated with health insurance or the purchase of an insurance contract, including HR services and payroll services.
+Employer is under no obligation to purchase any insurance product from us or our affiliates in exchange for receiving those non-insurance Services.
+Similarly, Employer is not required to purchase any insurance product from us or our affiliates in order to qualify for or receive any discount or promotion we may offer. 12.
+Switching Service Plans; Enrolling in or Removing Services If Employer subscribes to one of our Service Plans, Employer may switch to a new Service Plan at any time, but no more than once per calendar month.
+If Employer upgrades Service Plans, Employer will begin receiving access to the features and Services available under the new upgraded Service Plan immediately.
+Unless we state otherwise, the Service Fees for the upgraded Service Plan will be reflected on Employer’s monthly invoice at the end of the calendar month in which Employer upgraded to the new Service Plan.
+If Employer downgrades to a less expensive Service Plan, then, unless we state otherwise, the downgrade (including loss of access to any relevant features or Services) and the downgraded plan Service Fees will not take effect until the next calendar month.
+Employer may also enroll in Services separate and apart from one of our Service Plans.
+Employer may enroll in, or remove, any Service at any time unless otherwise stated in the applicable Additional Terms.
+When Employer enrolls in a new Service, Employer will have access to such Service immediately.
+When Employer removes a Service, Employer will retain access to such Service until the end of the calendar month in which Employer removed it. 13.
+Beta Features We may provide Employer or Members with access to beta, pilot, trial, or pre-release features or products (collectively “ Beta Features ”) via the Platform.
+Beta Features are provided as-is.
+We reserve the right to modify, change, or discontinue Beta Features at any time with or without notice.
+By accessing or using a Beta Feature, Employer agrees to any Additional Terms that may apply to such Beta Feature, and to follow any and all additional rules or restrictions that we may place on the use of such Beta Feature. 14.
+Third-Party Services, Websites, and Resources Employer will be able to elect to receive services from our third party partners (each a “ Third-Party Service ”).
+Gusto is not responsible for and does not own any such Third-Party Services or any material, information, or results that may be made available through any Third-Party Services.
+Employer is solely responsible for, and assumes all risk from, Employer’s choice to receive, use or access any Third-Party Service.
+Employer’s use of any Third-Party Service, including any Employer Data or personal information Employer may share with or input into such Third-Party Service, is between Employer and the owner of such Third-Party Service.
+If Employer chooses to and authorizes Gusto to share Employer Data with a Third-Party Service (“ Shared Employer Data ”) then Employer (a) represents it has obtained all legal rights to do so, (b) assumes all risks related to such Shared Employer Data, (c) acknowledges it is solely responsible for the accuracy of such Shared Employer Data, and (d) agrees that it is solely responsible for the lawfulness of sharing such Shared Employer Data with the applicable Third-Party Service.
+Employer waives and releases any Claim against Gusto and its directors, officers, and employees arising out of a Third-Party Service’s use of Shared Employer Data.
+The Platform and Services may also contain links to third-party websites or resources.
+We provide these links only as a convenience and Gusto is not responsible for the content, products, or services, or links available or displayed on those websites or resources.
+Employer is solely responsible for, and assumes all risk arising from, Employer’s use of any Third-Party Service, third-party websites or resources. 15.
+Employer’s Proprietary Rights Subject to the terms of this Agreement, Employer (for itself and all of its Members) grants Gusto a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Employer Data, only as necessary (a) to provide, maintain and update the Platform and Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted under our Privacy Policy; and (d) as expressly authorized by Employer.
+Employer represents and warrants that it has secured all rights in and to Employer Data from its Members as may be necessary to grant this license.
+Employer is solely responsible for the accuracy, quality and legality of Employer Data, the means by which Employer acquired Employer Data, Employer’s use of Employer Data within the Platform and Services and Employer’s interoperation of any Employer Data with the Platform and Services.
+Gusto may periodically monitor Employer Data and Employer’s use of Employer Data for compliance but is not obligated to do so.
+Gusto reserves the right to remove Employer Data from the Platform and Services at any time and without notice in the event that Gusto determines (in our sole discretion) that any Employer Data or use of Employer Data is in violation of this Agreement, including the Acceptable Use Policy . 16.
+Gusto’s Proprietary Rights Gusto and our licensors are the exclusive owners of: The Platform, Services and all content included therein (excluding Employer Data and Third-Party Services) (“ Gusto Content ”); Any and all modifications, enhancements, upgrades and updates to the Platform, Services, and Gusto Content; and All copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights to the Platform, Services, and Gusto Content (registered or unregistered).
+All rights not expressly granted to Employer in this Agreement are reserved by us.
+This Agreement does not grant Employer any right to copy, transmit, transfer, modify or create derivative works of the Platform, Services, or Gusto Content, or reverse engineer, reverse compile, reverse assemble or otherwise determine or derive source code of the Platform, Services, or Gusto Content, or any other right in or to the Platform, Services, or Gusto Content not specifically set forth herein.
+Employer acknowledges that the Platform, Services, and Gusto Content are protected by copyright, trademark, and other laws of the United States and foreign countries.
+Employer agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated into the Platform, Services, or Gusto Content.
+If Employer sends us any feedback or suggestions (“ Feedback ”), Employer gives that Feedback entirely voluntarily and grants Gusto an unlimited, irrevocable, perpetual, sublicensable, transferrable, royalty-free license to use any such Feedback as we see fit in our sole discretion without obligation, compensation or restriction of any kind to Employer.
+Such Feedback may include, but is not limited to, responses to any surveys Gusto conducts about Employer’s experience with the Platform or Services.
+Gusto grants Employer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access, use, and view the Employer-facing components of the Gusto Content, Platform and Services solely as necessary for Employer to use the Services and in accordance with this Agreement and all applicable Additional Terms. 17.
+No Professional or Legal Advice; No Guaranteed Outcomes Employer’s use of the Platform and Services is entirely at Employer’s own risk.
+Except as and unless otherwise stated in applicable Additional Terms, Employer acknowledges that the Platform, Services, and Gusto Content are meant for informational purposes only and are not intended to provide and should not be construed as providing any legal, regulatory, tax, financial, accounting, employment, or other professional advice.
+Employer is solely responsible for ensuring Employer’s compliance with applicable law and regulation, and nothing in the Gusto Content, Platform, or Services (including, without limitation, any communications from our customer support team regarding Employer’s use of the Platform, or Services) should be construed as, or used as a substitute for, the advice of competent legal or applicable professional counsel.
+Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Services or Gusto Content. 18.
+Consent to Receive SMS/MMS Messages Gusto will send the following types of SMS/MMS messages: (1) one-time pin or verification codes, (2) links to access or download services, (3) notifying about Employer Account activity, including account alerts, notifications, and reminders about deadlines and other notifications as requested by the Employer, (4) service alerts and (5) soliciting feedback about our customer service experience.
+Message frequency may vary.
+Message and data rates may apply.
+Note that Gusto will not send you autodialed marketing SMS or MMS messages unless you expressly agree in writing to receive such messages.
+If you would like to opt out of receiving SMS messages, reply HELP for help or STOP to cancel.
+Participating carriers include: AT&T, T-Mobile, Metro PCS, Verizon Wireless, US Cellular, Google Voice, Cellular One, Cellcom, Cellular South, Interop, and Clearsky.
+Carriers are not liable for delayed or undelivered messages.
+For more information, please see our Privacy Notice . 19.
+Termination and Suspension Employer’s Termination : Employer may cancel the Employer Account at any time from within the Employer Account.
+Unless we state otherwise, Employer’s termination of the Employer Account constitutes the termination of this Agreement.
+Unless we state otherwise, Gusto will not prorate any applicable Service Fees and Employer Accounts canceled in the middle of a month will be charged the full month’s fees for all Services to which Employer was subscribed at the time of cancellation.
+Employer understands and agrees that Employer is solely responsible for ensuring Employer’s compliance with all applicable law, including any wage and hour, taxation, and employment regulation that may affect Employer’s obligations to Members paid through the Payroll Service following cancellation or termination of the Services.
+Gusto’s Termination and Suspension : Gusto may terminate or suspend Services if you violate this Agreement or any other Gusto terms or your use of the Services is improper or substantially exceeds or differs from normal use by other Employers, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues.
+Effect of Termination : Upon termination of the Services, and except as otherwise stated in this Section 19 or the applicable Additional Terms, Employer’s and Members’ rights to access and use all applicable Services(s) to which Employer subscribed or enrolled will automatically terminate.
+The Employer Account and Member accounts will remain accessible in a limited, read-only capacity, subject to compliance with this Agreement.
+The termination of any of the Services or this Agreement will not affect Employer’s or Gusto’s rights with respect to transactions which occurred before termination.
+Gusto will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Gusto’s termination of this Agreement.
+Any section of this Agreement or applicable Additional Terms which by their nature should survive termination will survive, including without limitation all applicable payment obligations, privacy rights and obligations of Gusto and Employer under Gusto’s Privacy Policy, Gusto’s responsibilities to comply with federal anti-money laundering regulation, use restrictions and indemnity obligations, warranty disclaimers, and limitations of liability. 20.
+Warranty Disclaimers TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES, AND GUSTO CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY GUSTO.
+WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT.
+FURTHERMORE, GUSTO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF THE SERVICES OR ANY INFORMATION OR GUSTO CONTENT IN OR LINKED TO THE SERVICES.
+GUSTO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF EMPLOYER DATA OR ANY INFORMATION INPUT INTO THE PLATFORM OR SERVICES BY EMPLOYER OR MEMBER AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUCH DATA AND INFORMATION.
+GUSTO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL (a) MEET EMPLOYER’S EXPECTATIONS OR REQUIREMENTS; (b) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (c) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION.
+Gusto makes no representations or warranties about the Platform’s or Services’ uptime, availability, or permissibility in any particular geographical location.
+From time to time, Gusto may conduct scheduled or emergency system maintenance, during which time the Platform may be inaccessible and unavailable, with or without notice to Employer.
+The Platform and Services rely on third-party technology and services (e.g. web hosting services).
+Any change to the services offered by these third-party providers may entirely disable, reduce, or adversely affect Employer’s use of or access to the Platform and Services.
+No oral or written information or advice given by Gusto, its agents, employees, or representatives will create a warranty or in any way increase the scope of the warranties in this Agreement.
+To the extent any error results from Gusto’s reliance on information provided by or on behalf of Employer or Member, or anyone that Gusto reasonably believes to be Company or Member (each, a “ Resulting Error ”), then Gusto may attempt to correct the Resulting Error, but makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error and will not be liable for any failure to partially or fully correct such Resulting Error. 21.
+Indemnity Employer agrees to indemnify and hold harmless Gusto and its officers, directors, employees, successors, assigns, representatives, subsidiaries, affiliates, and agents (the “ Indemnified Parties ”), from and against any losses, damages, expenses, claims, actions, disputes, suits, proceedings, and demands (including, without limitation, reasonable legal and accounting fees) (“ Claims ”), without regard to merit or lack thereof arising out of or related in any way to (a) Employer’s or its Member’s access to, use of, or participation in the Platform and Services or Gusto Content; (b) Employer Data or Shared Employer Data; (c) violation or alleged violation of this Agreement or any instructions provided by Gusto with respect to Employer’s or Employer’s Member’s use of the Platform and Services; (d) Employer’s or its Member’s violation or alleged violation of any third party right; (e) Employer’s or its Member’s violation or alleged violation of any applicable law, rule, or regulation; (f) Employer’s or its Member’s gross negligence, fraudulent activity, or willful misconduct; (g) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by or on behalf of Employer; (h) actions that Gusto or any other Indemnified Party undertakes at the request or instruction of Employer or anyone that Gusto or any other Indemnified Party reasonably believes to be Employer or acting with authority on behalf of Employer (each such action a “ Requested Action ”); or (i) Gusto’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions. 22.
+Limitation of Liability To the extent permitted by applicable law, Gusto is not liable, and Employer agrees not to hold Gusto responsible for, any damages or losses resulting directly or indirectly from (a) Employer Data or Gusto’s or a third party’s reliance on certain Employer Data; (b) Resulting Errors; (c) Employer’s delay in providing, or failure to provide, Gusto with information necessary for its provision of the Services; (d) Employer’s violation of applicable law, rule, regulation or other applicable legal obligation; (e) unauthorized third-party actions taken in Employer’s Account or sharing of your Account credentials; (f) Employer’s or its Member’s negligence; (g) any Claims that could have reasonably been avoided or mitigated by Employer through reasonable efforts; (h) any Requested Actions; (j) Employer’s or Members’ failure to properly follow Gusto’s instructions with respect to the Platform, Gusto Content, or Services; or (k) Employer’s or its Member’s use or inability to use the Platform or the Services.
+NEITHER GUSTO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR GUSTO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, GUSTO CONTENT, THIRD PARTY CONTENT, OR THIRD-PARTY SERVICES, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GUSTO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
+SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO EMPLOYER.
+TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GUSTO’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS EMPLOYER HAS PAID TO GUSTO FOR USE OF THE PLATFORM, SERVICES, OR GUSTO CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. 23.
+Changes to the Agreement, Platform, or Services Gusto may modify this Agreement at any time, in Gusto’s sole discretion, effective upon posting of an updated version of this Agreement.
+It is important that Employer reviews each modified version of the Agreement as Employer’s continued use of the Platform or Services after such changes are posted constitutes Employer’s agreement to be bound by the modified Agreement.
+If Employer does not agree to be bound by the modified Agreement, then Employer may not continue to use the Platform or Services.
+Because the Platform and Services evolve over time, Gusto may change or discontinue all or any part of the Platform or Services at any time and without notice, and without liability to Employer, at Gusto’s sole discretion. 24.
+Arbitration PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER.
+YOU ACKNOWLEDGE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US.
+YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 24.C BELOW.
+Informal Dispute Resolution . “ Dispute ” includes any past, present, or future dispute, claim (including initial claims, counter-claims, third-party claims, or otherwise), or controversy relating to or arising out of this Agreement, the Platform or Services, whether in law, equity, or otherwise, including the validity or enforceability of this Section 24 or the Agreement.
+If a Dispute arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide a neutral and cost effective means of resolving the Dispute quickly.
+Before filing any Dispute in arbitration or, for an excluded matter, in court, you will try to resolve the specific issue underlying the Dispute informally by contacting our customer service team.
+We will also undertake reasonable efforts to contact you to resolve any Dispute informally before taking any formal action.
+If your Dispute is not resolved within sixty (60) days after you contact our customer service team, you or Gusto may initiate a formal action as described in this Section 24.
+Election to Arbitrate .
+You and Gusto agree that the sole and exclusive forum for resolution of a Dispute will be final and binding arbitration pursuant to this Section 24 (the “ Arbitration Provision ”), unless you opt out as provided in Section 24.C below or your Dispute is subject to an explicit exception to this Arbitration Provision.
+The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.
+Notwithstanding the foregoing, both you and Gusto retain the right: (1) to bring an individual action in small claims court (a “ Small Claims Action ”); or (2) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s intellectual property rights (an “ IP Protection Action ”).
+Opt-Out of Arbitration Provision .
+You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice as described below within thirty (30) days of the date of your electronic acceptance of these Terms (such notice, an “ Arbitration Opt-Out Notice ”) or, for current Employers, within thirty (30) days of Gusto’s notice of modifications to these Terms.
+For your convenience we have provided a form Arbitration Opt-Out Notice here .
+Please complete and email the completed form, including all required fields, to legal-opt-outs@gusto.com.
+If you don’t provide Gusto with a completed Arbitration Opt-Out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to a Small Claims Action or an IP Protection Action, as expressly set forth in Section 24.B above.
+Your opt-out will be effective only for Disputes that arise after acceptance of the Terms, or the effective date of the updated Terms for which you have submitted an Arbitration Opt-Out Notice (whichever is later).
+Judicial Forum for Disputes .
+In the event that (i) you or we bring a Small Claims Action, or IP Protection Action; (ii) you timely provide Gusto with an Arbitration Opt-out Notice; or (iii) this Section 24 is found not to apply, the exclusive jurisdiction and venue of any Dispute will be the state and federal courts located in the County of San Francisco, CA and you and Gusto waive any objection to jurisdiction and venue in such courts.
+You and we both further agree to waive our right to a jury trial.
+WAIVER OF RIGHT TO LITIGATE .
+YOU UNDERSTAND THAT YOU WILL NOT HAVE A RIGHT TO LITIGATE DISPUTES THROUGH A COURT BEFORE A JUDGE UNLESS YOU TIMELY PROVIDE GUSTO WITH AN ARBITRATION OPT-OUT NOTICE.
+THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE DISPUTES IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 24.B ABOVE.
+NO CLASS ACTIONS .
+You and Gusto agree that the arbitration of any Dispute shall only proceed on an individual basis.
+Neither you nor Gusto may bring a Dispute as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a “ Collective Arbitration ”).
+Without limiting the generality of the foregoing, a Dispute against Gusto will be deemed a Collective Arbitration if (i) two (2) or more similar Disputes for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. “ Concurrently ” for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.
+TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR GUSTO SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
+IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED.
+ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 24.F SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR.
+Arbitration Procedures .
+The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“ JAMS ”).
+Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules; all other Disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures (the applicable rule set, the “ JAMS Rules ”).
+If you have any questions concerning JAMS or would like to obtain a copy of the JAMS Rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com.
+In the case of a conflict between the JAMS Rules and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the JAMS Rules apply.
+A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules.
+Arbitration will proceed on an individual basis and will be handled by a sole arbitrator.
+A single arbitrator will be mutually selected by Gusto and Member and shall be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the JAM’s roster of commercial dispute arbitrators who have a background in payroll, health insurance, human resources, and/or online commerce law (or if there are no such arbitrators, then from the arbitrators on the JAM’s roster of commercial dispute arbitrators) (collectively, the “ Arbitrator Requirements ”).
+If Gusto and Member cannot mutually agree upon an arbitrator within ten (10) days of the opposing party’s receipt of the Demand for Arbitration from the Claimant, then JAMS shall appoint a single arbitrator in accordance with JAMS Rules that satisfies the Arbitrator Requirements.
+Notwithstanding any language to the contrary in this Section 24, if a party seeks injunctive relief that would significantly impact other Employers as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators.
+Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel.
+That chairperson shall meet the Arbitrator Requirements.
+In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section 24 shall make that determination.
+If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel.
+Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.
+This Arbitration Provision shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in this Agreement.
+Arbitration Location .
+Unless the arbitrator determines that an in-person hearing is necessary or you and Gusto otherwise agree, the arbitration may be conducted via videoconference, telephonically or via other remote electronic means.
+If your Dispute does not exceed $10,000 not inclusive of attorneys’ fees and interest, then the arbitration will be conducted solely on the basis of the documents that you and Gusto submit to the arbitrator, unless the arbitrator determines that a videoconference, telephonic or in-person hearing is necessary.
+If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules.
+Subject to such rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
+Arbitration Fees .
+If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees).
+If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the JAMS Rules, or in accordance with countervailing law if contrary to the JAMS Rules.
+Arbitrator’s Decision .
+The arbitrator will render an award within the time frame specified in the JAMS Rules.
+The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award.
+Judgment on the arbitration award may be entered in any court having jurisdiction thereof.
+Survival and Severability of Arbitration Provision .
+This Arbitration Provision shall survive the termination of these Terms.
+With the exception of Section 24.F, if a court decides that any part of this Arbitration Provision is invalid or unenforceable, then the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force.
+In the event that a court finds that all or any portion of Section 24.F to be invalid or unenforceable, then the entirety of this Arbitration Provision shall be deemed void and any remaining Dispute must be litigated in court pursuant to Section 24.D. 25.
+Force Majeure Gusto is not liable for any delay or failure in performance of its obligations from any cause beyond Gusto’s control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, terrorist acts, failures by a third-party technology service provider, riots, fires, earthquakes, floods, pandemics, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions of Employer, Employer’s agents, assigns or any other third party acting on Employer’s behalf. 26.
+General This Agreement (including all applicable Additional Terms, Gusto’s Privacy Policy , the Acceptable Use Policy , and any supplemental policies or terms which Gusto may present for review and acceptance at the time Employer subscribes to the applicable Service or Service Plan), constitutes the entire agreement between Gusto and Employer regarding the Platform and Services and replaces all prior agreements, oral or written, regarding this subject matter.
+If any part of this Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the validity or enforceability of the remainder of the Agreement.
+Employer may not assign this Agreement, by operation of law or otherwise, without Gusto’s prior written consent.
+Any attempt by Employer to assign or transfer this Agreement, without such consent, will be null.
+Gusto may freely assign or transfer this Agreement without restriction.
+The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.
+This Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof.
+Any notices or other communications provided by Gusto under this Agreement, including those regarding modifications to this Agreement, will be given: (a) via email; or (b) by posting to the Platform.
+For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given.
+For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given.
+Gusto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision.
+The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto.
+Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. 27.
+Electronic Transmission of the Agreement 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 (a) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (b) 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. 28.
+Contact Information If Employer has any questions about this Agreement, the Platform, or the Services, Employer may contact Gusto at support@gusto.com.
+Gusto will not be able to accept Employer questions, Feedback, or complaints at Gusto’s physical locations.
+If Employer is a California resident, Employer may report complaints regarding the Services by contacting the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at: Department of Consumer Affairs Consumer Information Division 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834 Phone Number: (800) 952-5210 Effective August 1st 2025 to April 23rd 2026 Download Table of Contents Last updated August 1, 2025 ARBITRATION NOTICE: SECTION 24 OF THESE TERMS CONTAIN TERMS THAT REQUIRE EMPLOYER AND GUSTO TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION.
+Privacy Notice Version Version 10.0 (Current) Version 9.0 Version 8.0 Version 7.0 Version 6.2 Version 6.1 Version 6.0 Version 5.0 Version 4.0 Version 3.0 Version 2.0 Version 1.0 Effective April 23rd 2026 Download Table of Contents Last Updated: April 22, 2026 Effective Date: April 22, 2026 The Gusto Privacy Notice describes how Gusto, Inc. and its subsidiaries and affiliates (collectively, "Gusto", "we", "us", or “our”), collects, uses, and shares your personal information for our own purposes as a “controller” or “business” when you interact with Gusto’s small business platform, including our applications, websites, software, and support services (the “Platform”) through which we offer products and services (“Services”) to end users directly or through a third party program.
+We recognize that privacy is an ongoing responsibility, and so we will update this Privacy Notice as we undertake new personal information practices or adopt new privacy policies.
+If you have any questions about this Privacy Notice or Gusto’s data-handling practices, please contact privacy@gusto.com .
+By accessing or using our Platform or Services, you acknowledge that you have read this Privacy Notice and agree to our privacy practices.
+Where This Notice Applies This Privacy Notice applies when you: access, visit, interact with, or use Gusto’s Platform or Services; create or use a Gusto Member account; receive communication from us or otherwise communicate with us, including but not limited to emails, phone calls, texts, or interactions on branded social media pages including customer support interactions; register for, attend, or take part in events, webinars, and trainings; and participate in surveys, research, questionnaires, or other similar data collection facilitated by us.
+This Privacy Notice does not apply when we process personal information on behalf of our customers as a “processor” or “service provider”.
+For example, if you are an employee of a Gusto customer (an “Employer”) and access the Gusto Services for payroll processing through your employer, this Privacy Notice may not apply.
+If you have questions or concerns about the personal information your employer manages about you via Gusto’s Services, please reach out directly to your employer.
+Personal Information We Collect The personal information we collect depends on your interaction and relationship with us.
+We collect and process the following categories and types of personal information with your consent or as otherwise required or permitted by law.
+Information From You : We may collect or receive the following personal information from you subject to your use of our Platform or Services: Account information , such as account usernames, passwords, and security credential information; Biometric information, such as facial photographs for office visitors; Contact information , such as full name, mailing address, email address, telephone number, and business contact information; Government identifiers , such as Social Security number and government-issued photo ID such as a driver’s license, military ID, or passport; Communication information , such as any information provided when you communicate with us by phone, email, or chatbot; Professional information , such as employer, job title, professional qualifications, and employment history; Feedback information , such as your responses to surveys or other feedback provided about the company, events, and interactions; Marketing and content preferences , such as how you like to be contacted and choices regarding marketing communications; Financial information , such as credit card information, payment card number, payment card expiration date and CVV code, bank account number, routing number, and balance and transaction information; Demographic information , such as gender, date of birth, age, racial or ethnic origin, marital status, and disability information; Insurance benefits information , such as dependents, health insurance policy information, claim information, and any other information required to provide broker services; Audio and visual information , such as if you allow screen sharing, attend an event, or agree to being recorded; and Commercial information , such as records of products or services purchased, obtained, or considered, and purchasing histories.
+Where required by applicable law, we will obtain your opt-in consent before processing certain sensitive personal information such as precise geolocation, Social Security number, and biometric data.
+Information We Automatically Collect : We may automatically collect the following personal information based on your interactions with our Platform or Services.
+Internet or electronic usage data, such as data related to network and website interaction history, IP address, website cookie information, interaction with advertisements, device information, network log, and browsing time; Geolocation data, such as approximate location derived from IP address and precise location data if you have granted permission to share; Inferences, such as information from the categories of personal information described above in order to create inferences about you, to reflect your preferences, characters, behavior, and attitude; and Other identifiers and information contained in cookies and similar tracking technologies as described in the Cookies, Analytics, and other Tracking Technologies section.
+Information From Other Sources : We may collect and receive information about you, including personal information, from third parties and combine this information with personal information collected from other sources.
+These sources may include: Your employer and your employer’s accountant or service providers; Financial institutions, credit bureaus, insurance carriers and third-party administrators, and our service providers; Public and third party data sources; and Plaid Technologies, Inc.
+(“Plaid”) to collect information from financial institutions.
+By connecting your bank account using Plaid, you acknowledge and agree that such information will be treated in accordance with Plaid’s Privacy Policy .
+How We Use Personal Information We use the personal information we collect for purposes described in this Privacy Notice or as otherwise disclosed to you.
+For example, we use personal information for the following purposes: Provide our Services; Process transactions; Manage account; Determine eligibility for our Services and our partners’ programs; Operate, develop, evaluate, and improve our business and Services; Develop new products and features for our Services which may include the use of AI; Protect against, identify, and prevent fraud, theft, and other illegal activity; Maintain and enhance the safety and security of our Platform and Services; Exercise our rights and remedies and defend against legal claims to protect us and our property; Comply with applicable law, regulation, industry standards, or legal process; Verify your identity; Resolve disputes and protect the rights of users and third parties; Monitor and enforce compliance with the applicable Terms of Service; Prevent or stop any activity that may be illegal, unethical, or legally actionable; Communicate with you as part of your use of Services; Respond to inquiries, requests or questions, provide support, and resolve disputes; Advertise and market our products and services and to send you information about third-party products and services; Determine eligibility for, and administer participation in certain programs, features, events, and offers including but not limited to surveys, contests, sweepstakes, and promotions; Provide “personalized” or “interest-based” advertising including through the use of cross-device tracking; and For any other purpose for which we may describe to you.
+How We Disclose Personal Information We share your personal information with the categories of third parties listed below for the purposes described in the How We Use Personal Information section, unless otherwise noted at the point of collection or with your consent.
+No mobile information will be shared with third parties/affiliates for marketing/promotional purposes.
+All the above categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.
+Your organization where your organization is a customer or potential customer of Gusto.
+Service providers that we have contracted with to provide services on our behalf such as IT and hosting, data analytics, identity verification, customer support, chatbot technology, email fulfillment, and payment services.
+Business partners with whom we jointly offer products or services.
+For example: insurance carriers and third-party administrators, for users of the Benefits Service.
+We will share your protected health information (as defined in 45 C.F.R. Part 160) only as is (i) authorized by you; (ii) necessary for us to provide you with the Benefits Service; or (iii) in compliance with the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH”), as amended from time to time. third-party partners that provide services through our Services, such as accounting software (ex: Xero).
+Some partners offer you their services through Gusto’s Application Program Interface (API) or Software Development Kits (SDKs).
+For more information about Gusto’s use of APIs and SDKs, please contact us.
+Advertising partners that deliver advertisements about us to you, including advertising partners that utilize tracking technologies in order to deliver advertisements that are personalized to you when you visit their websites (“interest-based advertising” or “personalized advertising”).
+Government agencies such as tax authorities and their authorized collectors.
+Other parties under the circumstances described below: For legal reasons, including: with companies that help secure our Services and detect fraud; with legal and financial advisors, auditors, examiners, and certain (including potential) investors; and with companies that may acquire us, if we are involved in a merger, acquisition, or sale of assets.
+To comply with applicable law, regulation, or legal process , including to: comply with law enforcement or national security requests; comply with legal process, such as a court order or subpoena (including in a country other than your home country); protect your, our, or others’ rights, property, or safety; enforce our policies or contracts and collect amounts owed to us; and assist with an investigation or prosecution of suspected or actual illegal activity.
+To manage our referral program, including emailing potential customers that you have referred to us, which reference your name as the referral source.
+To further public policy goals , including: publishing reports that incorporate aggregated, non-personally identifiable information about customer attributes, transactions, and behavior; sharing data containing aggregated and/or non-personally identifiable customer information with non-profit or non-partisan organizations, academic institutions, think tanks, trade associations, consultancies, or similar organizations, only if they have signed an agreement with us that restricts how they can store, access, share, and use the information.
+For any other purpose and to any other person with whom you, your employer, or your employer’s agent expressly authorize us to share your information.
+How Long Do We Keep Personal Information We will retain your personal information for as long as necessary to fulfill the purposes described in the How We Use Personal Information section above, unless otherwise required by applicable laws.
+Criteria we will use to determine how long we will retain your information include whether: we need your information to provide you with products or services you have requested; we continue to have a relationship with you or your employer; you or your employer have requested information, products, or services from us; we have a legal right or obligation to continue to retain your information; we have an obligation to a third party that involves your information; our retention or record keeping policies and obligations dictate that we retain your information; we have an interest in providing you with information about our products or services; and we have another business purpose for retaining your information.
+Cookies, Analytics, and Other Tracking Technologies We and our third-party partner and service providers use various technologies, including cookies, web beacons, pixels, and other similar storage technologies (collectively, “Cookies”) when you interact with our Services to collect information concerning your online activities, such as the device and browser information, the pages you visit and the content you view.
+This may include the use of session-recording technology to help us perform a number of functions, including to analyze purchase behavior and optimize our checkout process.
+We may also use third-party analytics tools to obtain such information.
+What are Cookies Cookies are small data files stored on your computer or portable device when you visit certain web pages.
+Cookies help us improve the user experience and allow us to personalize our Services, assess which areas and features of our Services are popular and understand customers' usage of the Services.
+Why we use Cookies When you visit or interact with our Services, we may use both session-based and persistent Cookies.
+Session-based Cookies exist only during a single session and disappear from your device when you close your browser.
+Persistent Cookies remain on your device after you close your browser until they are deleted or they expire.
+These Cookies, some of which may be set by third parties, serve the following purposes: Strictly necessary Cookies: These Cookies are required for our Services to function, enable basic features and services, and for security purposes.
+Performance Cookies: These Cookies enhance functions, and performance for our Services.
+These Cookies also are used to help us understand how you engage with our Services and advertising.
+If you do not allow these cookies, certain features or functions may become unavailable.
+Targeting Cookies: These Cookies enable us and third parties to gain a better understanding of your interests.
+This allows us to display personalized ads that are more relevant to you, not only on our Services but also on those of third-party partners.
+Social Media Features Our Services may contain social media buttons such as Facebook, LinkedIn, Twitter, and Instagram (that might include widgets such as the “share this” button or other interactive mini programs).
+These features may collect your IP address, which page you are visiting on our Services, and may set a cookie to enable the feature to function properly.
+Your interactions with these platforms are governed by the privacy policy of the company providing it.
+How to Manage Cookies Cookie preferences : You have the right to decide whether to accept or decline Cookies.
+You can exercise your Cookies preferences via the “Your Privacy Choices” link at any time.
+Browser settings : You can manage cookies by activating the setting on your internet browser that allows you to refuse the setting of all or some cookies.
+Please refer to the instructions or the online help files available via your relevant browser if you wish to manage cookies in this way.
+Alternatively, please visit www.allaboutcookies.org or optout.aboutads.info/ for further information.
+Opt out of sharing for targeted advertising : Where online tracking technologies are deemed to be a “sale” or “share” (which includes targeted advertising, as defined under the applicable laws) under one or more U.S. state privacy laws, you can opt-out of these online tracking technologies by opting out of Targeting Cookies via the “Your Privacy Choices” link available at the bottom of the Gusto website and mobile app, or via the Privacy Request Portal .
+Links to Other Websites Our Services may provide links to third-party websites and applications whose privacy practices may differ from ours.
+If you choose to provide personal information to any of these websites or applications, your personal information is governed by their privacy practices.
+Gusto is not responsible for the privacy practices of these other websites and applications.
+We encourage you to read the privacy notice of any website you visit or application that you use.
+Security We use administrative, physical, and technical security measures designed to reduce the risk of unauthorized access, destruction, alternation, loss, and disclosure of personal information.
+However, no security measures are perfect and the security of information transmitted over the internet cannot be guaranteed.
+You are responsible for the security of your password and the devices used to access our Services.
+International Data Transfers All information processed by us or our service providers may be transferred, processed, or stored anywhere in the world, including in countries that may have data protection laws that are different from the laws where you live.
+Your information may be subject to laws of another country and may require or permit the disclosure of personal information to the courts, law enforcement, and national security authorities upon request.
+We endeavor to safeguard your information consistent with the requirements of applicable laws.
+If your personal information is transferred to a country other than your home country, we will take measures to protect your personal information, for example, by implementing appropriate contractual clauses.
+Your Privacy Rights and Choices Depending on where you reside and how you interact with Gusto, you may have certain rights over the personal information we process about you.
+Subject to applicable law, you may have the right to: request access to a copy of the personal information we hold about you; request the deletion of your personal information; request the correction of inaccurate, incomplete, or outdated personal information we have collected; withdraw your consent if we have collected and processed your personal information with your consent.
+Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal.
+Withdrawing consent may impact your ability to use our Services and will not affect processing of your personal information processed on another basis; be free from discrimination for the exercise of a privacy right; lodge a complaint with your local data protection authority; and unsubscribe from marketing and promotional communications from us.
+You may unsubscribe from receiving marketing and promotional communications from us by following the instructions included in the communication you received.
+For example, you can opt out of receiving promotional emails by clicking the “unsubscribe” link in the footer of the email you receive or by replying “STOP” to the text message you received.
+Alternatively, you can unsubscribe from marketing and promotional emails for Gusto by visiting https://go.gusto.com/pls-dont-leave-us.html .
+To request that we do not “sell” or “share” your personal information for the purposes of targeted advertising, you may submit your request through our Privacy Request Portal .
+To exercise any other privacy right, you may submit your request through our Privacy Request Portal or contact us using the resources in the Contact Information section.
+If you submit a privacy right request, we must verify your identity before fulfilling your requests.
+If we cannot initially verify your identity, we may request additional information to complete the verification process.
+We will only use personal information provided in a request to verify the requestor’s identity.
+If you designate an authorized agent to submit a request on behalf, we will also need to verify your identity, which may require proof of your written authorization or evidence of a power of attorney.
+We will respond to requests within the time period required by applicable law.
+If we require more time, we will inform you of the reason and extension period in writing.
+We do not charge a fee to process or respond to your request unless it is excessive, repetitive, or manifestly unfounded.
+If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request.
+We cannot respond to your request or provide you with information if we cannot verify your identity and confirm the Personal Information relates to you.
+Submitting a verifiable consumer request does not require you to create an account with us.
+We may deny certain requests, or only fulfill some in part, as permitted or required by law.
+For example, if you request to delete your personal information, we may retain some or all of it for legal purposes.
+We do respond to Global Privacy Control (GPC) browser signals.
+You may stop us from personalizing our advertisements to you on some mobile applications by following the instructions for Android , iOS , and others .
+You may also opt out of receiving targeted ads from advertising partners that participate in self-regulatory programs, such as the Network Advertising Initiative , the Digital Advertising Alliance , the European Digital Advertising Alliance , and the Digital Advertising Alliance of Canada .
+Children’s Privacy At Gusto, our Platform and Services are not directed to individuals under the age of 16, and we do not intentionally collect or process personal information from children under the age of thirteen (13).
+If a child under 13 submits personal information to Gusto and we learn that the information is from a child under 13 or the personal information was received without consent from the child’s parent or legal guardian, we will attempt to delete the information.
+If you are a parent or guardian and you believe we have processed personal information of your child under 13, please contact us via the Contact Us information below.
+Contact Information If you have any questions about our privacy practices or this Privacy Notice, or wish to exercise your privacy rights, please submit your request through our Privacy Request Portal .
+You may also contact us at: Gusto, Inc.
+Attn: Legal Privacy 525 20th Street San Francisco, CA 94107 privacy@gusto.com Changes to This Privacy Notice This Privacy Notice may be modified or revised from time to time.
+We will notify you of any material changes to this Privacy Notice as required by law.
+Changes to this Privacy Notice will be posted on the website where this appears.
+The “Last Updated” date and the “Effective Date” at the top of this webpage indicates when this Privacy Notice was last revised and its effective date respectively.
+We recommend you review this Privacy Notice periodically.
+Additional Notice to California Consumers Shine the Light Law: We may disclose the personal information we collect about you to third parties for their direct marketing purposes.
+California’s Shine The Light law permits California residents to request and obtain from us once a year, free of charge, information about the personal information we disclosed to third parties for direct marketing purposes in the preceding calendar year.
+You may send us requests for this information to privacy@gusto.com .
+Please note that not all information sharing is covered by Shine The Light requirements, and only information on covered sharing will be included in our response.
+Sensitive Personal Information We Collect : As listed in the Personal Information We Collect section above, California treats certain government identification numbers, account log-in, financial information, disability information, sexual orientation, and racial or ethnic origin as “sensitive personal information”.
+Your California Privacy Rights : Under CCPA, California residents have the following rights: The right to know what categories and specific pieces of personal information we collect, the purposes for which we collect personal information, the sources from which we collect personal information, and whether personal information is disclosed, sold, or shared with third parties.
+The right to request deletion of your personal information, subject to certain exceptions.
+The right to request that we correct inaccurate or incomplete personal information.
+The right to limit the use and disclosure of your sensitive personal information.
+The right to opt out of the sale or sharing of your personal information, and the right to opt out of automated-decision making technology.
+The right not to receive discriminatory treatment for exercising your rights.
+Exercising Your Privacy Rights If you wish to exercise your privacy rights, please submit your request through our Privacy Request Portal .
+You may also use the resources provided in the Contact Information section above.
+Effective July 11th 2025 to April 23rd 2026 Download Table of Contents Last Updated: July 11, 2025 Effective Date: July 11, 2025 The Gusto Privacy Notice describes how Gusto, Inc. and its subsidiaries and affiliates (collectively, "Gusto", "we", "us", or “our”), collects, uses, and shares your personal information for our own purposes as a “controller” or “business” when you interact with Gusto’s people platform, including our applications, websites, software, and support services (the “Platform”) through which we offer products and services (“Services”) to end users directly or through a third party program.
+Background Checks Terms of Service Version Version 7.0 (Current) Version 6.0 Version 5.0 Version 4.0 Version 3.0 Version 2.0 Version 1.1 Version 1.0 Effective April 29th 2026 Download Table of Contents Last updated September 7, 2022 These Gusto Background Check Terms of Service (the “Background Check Terms”) together with the Gusto Terms of Service available at http://www.gusto.com/about/terms (the “Gusto Terms”), the Gusto Payroll Service Terms available at http://www.gusto.com/about/terms/payroll (the “Payroll Terms”), and the Checkr, Inc.
+Services Agreement available at https://checkr.com/customer-agreement (the “Checkr Service Terms”) (collectively, the “Background Check Customer Agreement”), set forth the terms and conditions under which Gusto, Inc.
+(“Gusto”) agrees to provide eligible customers (each, a “Customer”), with the opportunity to request, obtain, and review results of background checks performed by Gusto’s background check partner, Checkr, Inc.
+(“Checkr”) via the Gusto Platform (the “Background Checks Service”).
+These Background Check Terms are “Service Terms” under the Gusto Terms.
+Capitalized terms used but not otherwise defined in these Background Check Terms have the meanings ascribed to such terms in the Gusto Terms, the Payroll Terms, and the Checkr Service Terms, as applicable.
+The Background Check Customer Agreement is a legally binding agreement between Customer and Gusto.
+The individual agreeing to these Background Check Terms on behalf of Customer (the “Authorized Signatory”) is encouraged to read the Background Check Customer Agreement carefully and to save a copy of it for Customer’s records.
+The Authorized Signatory represents and warrants that such Authorized Signatory has the authority to bind Customer to the Background Check Customer Agreement.
+By (i) checking the box presented with these Background Check Terms, (ii) initiating a background check for any person using the Gusto Platform, or (iii) accessing or using the Background Checks Service, effective as of the date of such action, Customer agrees to be bound by the Background Check Customer Agreement. 1.
+These Background Check Terms are Part of and Governed by the Gusto Terms and the Payroll Terms The terms and conditions of the Gusto Terms and the Payroll Terms agreed to in connection with the creation of any Customer’s account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities, are incorporated herein by reference, and Customer acknowledges and agrees that such terms and conditions shall remain in full force and effect to the full extent provided therein.
+If the terms and conditions of these Background Check Terms conflict with the terms and conditions of the Gusto Terms or the Payroll Terms, then the order of precedence with respect to which terms and conditions control Customer’s use of the Background Checks Service directly on the Gusto Platform will be as follows: the terms and conditions of these Background Check Terms, followed by the terms and conditions of the Payroll Terms, followed by the terms and conditions of the Gusto Terms, and lastly, followed by the terms and conditions of Checkr Service Terms.
+THE GUSTO TERMS, AVAILABLE AT HTTPS://GUSTO.COM/ABOUT/TERMS , CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF GUSTO’S LIABILITY, GUSTO’S WARRANTY DISCLAIMERS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING GUSTO’S PROVISION OF THE BACKGROUND CHECKS SERVICE, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. 2.
+These Background Check Terms are in Addition to and Separate from the Checkr Service Term These Background Check Terms, the Gusto Terms, and Gusto’s Privacy Policy available at https://gusto.com/about/privacy (the “Gusto Privacy Policy”) govern access to and through the Gusto Platform and are in addition to and separate from any terms governing Checkr at https://checkr.com/ (the “Checkr Platform”).
+The Checkr Platform is governed by the Checkr Service Terms, the Checkr, Inc.
+Terms of Service Agreement available at https://checkr.com/terms-of-service , and Checkr’s Privacy Policy available at https://checkr.com/privacy-policy .
+Customer is encouraged to read and review the terms and policies governing the Gusto Platform and the Checkr Platform (the “Platforms”).
+Customer acknowledges that, under these Background Check Terms, the policies and terms of both of the Platforms govern and may be inconsistent.
+Where any provision governing the Gusto Platform conflicts with any provision governing the Checkr Platform, the provision governing the Gusto Platform shall control for the purposes of services rendered on the Gusto Platform and pursuant to the Background Check Customer Agreement. 3.
+Gusto Provision of the Background Checks Service is Governed by the Background Check Customer Agreement Subject to the terms and conditions of the Background Check Customer Agreement, Gusto agrees to use commercially reasonable efforts to provide Customer with the Background Checks Service, through its partnership with Checkr, in accordance with the Background Check Customer Agreement. 4.
+Obligations Under the Gusto Terms In addition to the obligations specified in these Background Check Terms, Customer has certain obligations under the Gusto Terms, including but not limited to obligations to (i) designate Account Administrator(s); (ii) be responsible for actions taken under Customer’s Account; (iii) follow instructions Gusto or Checkr provides to Customer with respect to the Services; (iv) maintain applicable accounts with providers of Third-Party Services; (v) provide accurate, timely, and complete information, and maintain the accuracy and completeness of such information, in order for Gusto to perform the Services; and (vi) abide by certain obligations and refrain from taking certain prohibited actions, as described in further detail in Section 8 (User Is Responsible for Certain Information and Obligations Relating to the Services), Section 10 (Third-Party Services, Websites, and Resources), Section 13 (General Prohibitions), and Section 21 (Duty to Mitigate) of the Gusto Terms. 5.
+Background Checks Service Provided that Customer meets Customer’s obligations and complies with the terms of the Background Check Customer Agreement, Gusto will provide Customer with the Background Checks Service.
+The Background Checks Service shall be limited to allowing Customer’s Account Administrator(s) to (i) initiate background check requests for candidates, (ii) view, for a limited period of time, the status of all background checks initiated directly on the Gusto Platform, and (iii) review, for a limited period of time, the results of background checks marked as “Clear,” “Consider,” or “Complete.” Customer acknowledges that Checkr, and not Gusto, is the Credit Reporting Agency (“CRA”), as that term is defined in the Fair Credit Reporting Act, 15 USC § 1681 et seq.
+(the “FCRA”).
+As the CRA, Checkr (and not Gusto) is solely responsible for (a) conducting background check investigations; (b) assembling and/or evaluating Reports, as that term is defined in the Checkr Service Terms; (c) providing any and all legally required disclosures and/or notifications; and (d) managing the adverse action or other customer dispute process.
+Customer also acknowledges that Gusto will not indefinitely store Reports generated by the Background Checks Service.
+The Background Checks Service is not limited to criminal background checks and may include (but is not limited to) education verifications and employment verifications.
+Gusto reserves the right to modify or discontinue any individual type of background check available through the Background Checks Service at any time, with or without notice to Customer. 6.
+Assess Features Customer understands, acknowledges, and agrees that (i) Gusto has automatically enabled certain Checkr Assess Filters (defined below) for Reports initiated on the Gusto platform that include checks regarding criminal history; and, as a result, (ii) such Reports will display as “Clear” to the extent that the Report contains findings that fall within the scope of those Assess Filters.
+For the purpose of background checks initiated on the Gusto Platform, “Checkr Assess Filters” shall include: Dismissed charges; Non-felony deferred / alternative adjudication charges; Charges with less-than-misdemeanor severity; Non-felony marijuana possession charges; and Non-felony drug possession and paraphernalia charges.
+For more information about the Checkr Assess Filters, visit the Checkr Help Article on Assess, available at: https://help.checkr.com/s/article/14197799992215-Features-of-Assess .
+Prior to initiating a background check, Customer is solely responsible for reviewing the Checkr Assess Features against the laws and regulations that are applicable to Customer’s candidate, applicable job position, or business.
+If Customer desires to remove the Checkr Assess Features from Customer’s account, Customer should do so directly on the Checkr Platform unless directed otherwise by Gusto or Checkr. 7.
+Disputes Related to the Content, Accuracy, or Validity of a Report Customer acknowledges that as the CRA, Checkr is solely responsible for managing or otherwise resolving any disputes as to the content, accuracy or validity of any Report that Checkr assembles and makes available to Customer through the Gusto Platform.
+Gusto does not engage in any form of investigation, re-investigation, dispute resolution, or any other action required by the adverse action process. 8.
+Compliance with Laws Customer shall comply with any and all laws, rules, or regulations applicable to the Background Checks Service (collectively, the “Applicable Laws”), including but not limited to the FCRA, anti-discrimination laws, and local, state and federal employment laws (e.g. “ban-the-box” laws).
+Customer may request and otherwise use Reports solely for employment purposes and in accordance with this Section 8 (“Compliance with Laws”).
+Any access to or use of the Background Checks Service by any individuals under the age of eighteen (18) is strictly prohibited.
+Any use of the Background Checks Service or the Reports assembled and/or provided hereunder in contradiction of this Section 8 constitutes a violation of the Background Check Customer Agreement and may result in Customer’s suspension or termination from the Background Checks Service. 9.
+No Legal or Professional Advice Customer acknowledges and agrees that the Background Checks Service does not contain legal, HR, or other professional advice, and neither Gusto nor Checkr can provide legal or other compliance-related advice to Customer and/or Customer’s Administrator(s) regarding its use of the Background Checks Service.
+Gusto highly recommends that Customer consult with legal counsel regarding Customer’s use of the Background Checks Service, including the content of the prescribed notices and disclosures as well as how Customer acts upon any information contained in any Report assembled by Checkr and displayed through the Gusto Platform. 10.
+Customer Questions and Complaints Gusto’s customer support for the Background Checks Service shall be limited to answering questions generally about pricing or availability of the Background Checks Service or a Customer’s Gusto account.
+Any questions, complaints, or disputes related to (i) how the Background Checks Service is performed or (ii) any information contained within a Report should be directly solely to Checkr.
+Customer and Checkr shall decide how to handle or respond to such complaints without Gusto’s participation.
+Gusto is in no way responsible for Customer complaints stemming from the validity, content, timing, or accuracy of Reports, or any other complaint relating to any Report generated by Checkr. 11.
+Service Fees and Charges As part of the Background Checks Service, Gusto will invoice and debit Customer, on behalf of Checkr, on a monthly basis.
+Customer agrees to pay the fees assessed by Checkr and invoiced by Gusto for the Background Checks Service (the “Checkr Pass-Through Fees”), in accordance with this Section 11.
+Customer acknowledges and agrees that the Checkr Pass-Through Fees are charged solely at the discretion of Checkr and include certain pass-through fees set by state and local agencies and courthouses.
+Customer authorizes Gusto to debit Customer’s designated bank account, as specified by Customer through the Gusto Platform, for all Checkr Pass-Through Fees as they become payable during the Term (as defined in Section 14 herein).
+From time to time, Checkr may modify or raise the Checkr Pass-Through Fees.
+Checkr will provide notice of such modifications to Customer directly and Customer’s continued use of the Background Checks Service following such notice constitutes Customer’s acceptance of the modification and agreement to be debited in accordance with this Section 11.
+Additionally, Customer agrees to reimburse Gusto for any sales, use, and similar taxes arising from the provision of the Background Checks Service that any federal, state, or local governments may impose. 12.
+Gusto Is Not Responsible for Things Gusto Cannot Control Gusto is not responsible or liable for any delays or failures in performance from any cause beyond Gusto’s control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, pandemics, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions of Customer.
+Gusto is not responsible or liable for, and makes no warranties or representations with respect to, the content, validity, or enforceability of any Report procured by Customer, Checkr, or any third party as a result of the Background Checks Service.
+Further, Gusto is not responsible or liable for any matters or disputes arising from such Reports, including but not limited to any disputes between Customer, Checkr, and/or a Consumer, as that term is defined in the Checkr Service Terms.
+Any change to the products or services offered by any of the aforementioned third parties may materially and adversely affect, or entirely disable, Customer’s use of or access to the Gusto Platform and the Gusto Services.
+Likewise, Gusto cannot guarantee that any Customer information hosted on a third-party server will remain secure. 13.
+Modifications Gusto may change or discontinue all or any part of the Background Checks Service at any time, with or without notice, at Gusto’s sole discretion.
+Gusto may also modify, amend, or restate the Background Check Customer Agreement at any time, in Gusto’s sole discretion.
+If Gusto does so, Gusto shall let Customer know either by posting the modified Background Check Customer Agreement on the Gusto Platform or through other electronic communications.
+It is important that Customer review the Background Check Customer Agreement whenever Gusto modifies it because if Customer continues to use the Background Checks Service after Gusto has notified Customer of the modified Customer Agreement, Customer agrees to be bound by the modified Background Check Customer Agreement.
+If Customer does not agree to be bound by the modified Background Check Customer Agreement, then Customer may not continue to use the Background Checks Service. 14.
+Term and Termination The Background Check Customer Agreement will commence on the later to occur of (a) Customer acknowledging and agreeing to the Background Check Customer Agreement and (b) Gusto making the Background Checks Service available to Customer, and it will terminate upon termination of the Background Check Customer Agreement by Gusto or Customer in accordance with this Section 14 (the “Term”).
+Gusto may immediately (i) suspend or restrict Customer’s Account; (ii) suspend or restrict Customer’s access to the Gusto Platform or the Background Checks Service; (iii) block Customer’s ability to use any particular feature of the Background Checks Service; or (iv) terminate the Background Checks Service and the Background Check Customer Agreement, in each case with or without notice to Customer, in the event that: (i) Gusto has reason to suspect that Customer may be in violation of the Background Check Customer Agreement or any Applicable Laws; (ii) Gusto determines that Customer’s actions are likely to cause legal liability for or negative impact to Gusto; or (iii) Gusto believes that Customer has misrepresented any data or information or that Customer has engaged in fraudulent or deceptive practices or illegal activities.
+Upon any expiration or termination of the Background Check Customer Agreement, Customer’s right to access and use the Background Checks Service will automatically terminate; provided, however, that Gusto will generally continue to provide Customer with the Limited Access Rights described in Section 22 (Term; Termination; Suspension) of the Gusto Terms, subject to the terms and conditions therein. 15.
+Maintenance Gusto makes no representations or warranties about the availability or accessibility of the Background Checks Service.
+From time to time, scheduled system maintenance or emergency maintenance may occur, and during such periods, the Background Checks Service may be inaccessible and unavailable, with or without notice to Customer. 16.
+Indemnification Customer will indemnify and hold harmless Gusto and its officers, directors, employees, and agents (the “Indemnified Parties”) from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, the “Claims”), arising out of or in any way connected with (i) Customer’s access to the Background Checks Service; (ii) Customer’s violation or alleged violation of the Background Check Customer Agreement; (iii) Customer’s violation or alleged violation of any third-party right, including any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation; (iv) Customer’s breach of covenants, representations, or warranties; (v) Customer’s violation of any law or regulation (including, without limitation, any Applicable Laws); (vi) gross negligence, fraudulent activity, or willful misconduct by Customer or Customer’s employees; (vii) the content, compliance, method of delivery or effectiveness of any notices, authorizations, disclosures, pre-adverse or adverse action letters; (viii) Customer’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Gusto’s or Checkr’s instructions with respect to the Background Checks Service; or (ix) Gusto’s or any other Indemnified Party’s use of or reliance on information or data furnished by Customer, Customer’s Consumers, or Customer’s Authorized Representatives in providing the Background Checks Service, or otherwise in connection with the Background Check Customer Agreement. 17.
+Limitation of Liability Gusto is not responsible or liable for: (i) Customer’s use or inability to use the Background Checks Service; (ii) any information obtained from or through the Background Checks Service; (iii) any interruption or failure to access or download the Reports; (iv) Customer’s reliance upon the information presented within the Background Checks Service; (v) the cost of substitute services arising out of or in connection with the Background Check Customer Agreement or from the inability to use the Gusto Platform; (vi) Customer’s failure to properly follow any Gusto’s or Checkr’s instructions with respect to the Background Checks Service; or (vii) any interruption in the Background Checks Service, delay in report processing, or other error or violation of applicable law as a result of Customer’s failure to fulfill its obligations under the Background Check Customer Agreement.
+Maximum liability is amounts actually paid in the six (6) month period immediately preceding the date of the claim up to a maximum of $1,000.
+Recovery of the above amount is the sole and exclusive remedy. 18.
+Warranty Disclaimer TO THE FULLEST EXTENT PERMITTED BY LAW, THE BACKGROUND CHECKS SERVICE, INCLUDING ANY AND ALL SERVICES PROVIDED AS PART OF THE BACKGROUND CHECKS SERVICE, AND CONTENT CONTAINED THEREIN, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
+WITHOUT LIMITING THE FOREGOING, GUSTO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE BACKGROUND CHECKS SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ACCURATE, ERROR-FREE, OR FREE OF DEFECTS, AND GUSTO WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, ERRORS OR DEFECTS.
+ANY PARTICIPATION IN OR USE OF THE BACKGROUND CHECKS SERVICE OR CONTENT CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK.
+GUSTO WILL NOT INDEFINITELY STORE REPORTS GENERATED BY THE BACKGROUND CHECKS SERVICE ON THE GUSTO PLATFORM.
+Effective November 15th 2024 to April 29th 2026 Download Table of Contents Last updated September 7, 2022 These Gusto Background Check Terms of Service (the “Background Check Terms”) together with the Gusto Terms of Service available at http://www.gusto.com/about/terms (the “Gusto Terms”), the Gusto Payroll Service Terms available at http://www.gusto.com/about/terms/payroll (the “Payroll Terms”), and the Checkr, Inc.
+Developer Terms of Service Version Version 2.0 (Current) Version 1.2 Version 1.1 Version 1.0 Effective April 27th 2026 Download Table of Contents Last updated August 30, 2023 These Developer Terms of Service (“Developer Terms”) are an agreement entered into by and between Gusto, Inc., and its subsidiaries and affiliates (collectively, “Gusto”) and you (if an individual) or the entity you represent (if registering as or on behalf of a business, or if registering in your capacity as representative of a business) (“Developer” or “you”).
+These Developer Terms contain the terms and conditions that govern the access to and use of Gusto’s application program interface(s) (“Gusto API(s)”), demo API(s), and related tools, programs, utilities, and documentation (collectively, “Developer Tools”).
+Please review Section 19 of these Developer Terms carefully, as it contains an arbitration provision and class action waiver which requires the user to resolve disputes with Gusto through final, binding arbitration on an individual basis.
+By entering into the Developer Terms, Developer acknowledges that Developer has read and understands the terms of the Developer Terms and that Developer agrees to be bound by the arbitration provision and class action waiver.
+By creating an account in the Gusto Developer Portal at dev.gusto.com , accessing or using the Developer Tools, or by clicking the applicable button to indicate Developer’s acceptance of these Developer Terms, Developer agrees, effective as of the date of such action, to be bound by the Developer Terms.
+If you are accessing or using the Developer Tools on behalf of Developer as an employee, officer, agent, or authorized representative of Developer, you represent and warrant that you are authorized and lawfully able to bind Developer to these Developer Terms and that Developer agrees to these Developer Terms. 1.
+License to Access and Use the Developer Tools Subject to Developer’s compliance with these Developer Terms, including any instructions, restrictions, limitations and conditions for access and use of the Developer Tools set forth in the Developer Tools or any other documentation or instructions provided by or made available by Gusto, Gusto grants Developer a limited, revocable, non-exclusive, non-transferable, royalty free, non-sublicensable (subject to Section 2 below regarding Third Party Providers) license to access and use the Developer Tools solely as necessary for developing an integration between Developer’s application (“Developer Application”) and Gusto’s cloud-based payroll, benefits, and human resources platform (“Gusto Platform”) through the Gusto API (“Integration”) for the benefit of users that (i) are both a current user or customer of the Gusto Platform (“Gusto User”) and a current user or customer of the Developer Application (“Developer User”); (ii) have linked such user’s Gusto account with such user’s Developer Application account; and (iii) have authorized Developer to obtain information from Gusto relating to such user and to provide information to Gusto relating to such user (“Joint User”).
+Gusto retains the right to limit, modify, or otherwise restrict Developer’s access to certain components or elements of the Developer Tools without notice or liability to Developer if Gusto determines, in its sole discretion, that such access is not necessary to support Developer’s Application.
+Gusto reserves the right to modify, update or discontinue the Developer Tools or versions thereof, with or without notice, and Gusto shall not be liable for any such modification, update or discontinuance.
+In the event Gusto modifies or updates the Developer Tools, Gusto may require Developer to use the most current version of the Developer Tools at Developer’s sole expense. 2.
+Third Party Providers Developer may allow unaffiliated third party service providers (“Third Party Providers”) to access and use the Developer Tools on Developer’s behalf, solely as necessary to provide Developer with development, implementation, and related services for the Integration, provided that Developer shall: (i) ensure that such Third-Party Provider complies with the terms and conditions of these Developer Terms; and (ii) be liable for any breach of these Developer Terms by such Third Party Provider. 3.
+Developer Credentials and Account Information If Gusto allows Developer to create a user name and/or password (“Account Information”) for access to or use of the Developer Tools, Developer shall hold such Account Information in confidence and not share or transfer such Account Information without Gusto’s prior written consent.
+Developer shall not misrepresent or mask its identity, or the identity of any Third Party Providers, when accessing or using the Developer Tools.
+If Gusto issues any tokens or electronic keys (“Credentials”) to Developer for access to or use of the Developer Tools, Developer shall hold such Credentials in confidence and not share or transfer such Credentials to any third party without Gusto’s prior written consent.
+Gusto reserves the right, from time to time, to update Credentials by issuing new Credentials and removing access to Developer Tools for previously-issued Credentials.
+If Gusto provides Developer with new Credentials, Developer shall commence using the new Credentials immediately upon receipt of such Credentials and shall promptly (i) update and replace any Account Information and (ii) promptly deletethe prior Credentials and any copies thereof.
+Developer shall be solely responsible for protecting the confidentiality of Credentials and Account Information, and Developer is solely responsible for all activities or actions taken under Developer’s Account Information and Credentials.
+In the event that Developer becomes aware of any unauthorized access to or use of the Developer Tools, Developer shall promptly give written notice to Gusto of such unauthorized access or use and make all reasonable efforts to eliminate such unauthorized access or use.
+Developer shall at all times implement and maintain appropriate security policies and procedures and access control methodologies that are at least consistent with prevailing industry standards, but in no case less than reasonable care, to safeguard access to and use of the Developer Tools. 4.
+Privacy Policy When Developer or Developer’s employees, representatives, or agents access the Developer Tools, Gusto will collect and store certain information about such individuals.
+Please refer to Gusto’s Privacy Policy for information on how Gusto collects, uses, and discloses such information from Developers. 5.
+Data Privacy & Compliance with Laws Developer, Developer’s use of the Developer Tools, Developer’s Application, and the Integration must fully comply with these Developer Terms and all applicable laws, rules, and regulations.
+Developer shall be solely responsible for any data, content, and other materials Developer and Developer Users submit, upload, transmit or otherwise make available through the Developer Tools (“Developer User Data”).
+Developer, Developer User Data, Developer’s Application, and the Integration must fully comply with these Developer Terms and all applicable laws, rules, and regulations.
+Developer will ensure that Developer User Data and Joint User Data (as defined below) (collectively, “User Data”) are collected, processed, transmitted, maintained, and used in compliance with Developer’s privacy policy.
+Developer’s privacy policy must be made available to Users and clearly and accurately describe what information Developer collects and how Developer uses and shares that information.
+Developer must also notify Developer Users, Gusto Users, and Joint Users (collectively, “Users”) that Developer is responsible for the privacy, security, and integrity of User Data collected or accessed by Developer.
+Developer shall only access, store, transfer, and process User Data in accordance with Users’ instructions, and shall only use and disclose User Data as authorized by the User.
+Developer shall not submit, upload, transmit or otherwise make available through the Developer Tools any data, content or other materials not owned by Developer or for which Developer does not have all necessary authorizations (including, without limitation, any necessary consents or authorizations from the applicable Joint User or data subject) to submit, upload, transmit or otherwise make available through the Developer Tools. 6.
+Required Security Controls and Reviews Developer’s security controls must conform to any reasonable security standards imposed by Gusto.
+Developer must pass (as determined by Gusto in Gusto’s sole discretion) any reasonable security reviews conducted by Gusto or an authorized third party(ies) selected by Gusto in order to access or use the Gusto API.
+For any such security review, Gusto may request security information and documentation about Developer, including but not limited to, Developer’s penetration test results, penetration test summaries, and/or SOC reports (collectively, “Security Information”), and Developer agrees to (i) reasonably and promptly cooperate with such requests and reviews, (ii) provide full, complete, and accurate information, (iii) authorizes Gusto to share the Security Information with Gusto’s authorized third party security reviewer (as applicable).
+Developer understands and agrees that Gusto may rely on Developer’s representations and Security Information provided by Developer during the security review process and Developer will indemnify Gusto against any costs, damages or liability arising from such reliance.
+Developer’s continued access to the Gusto API is contingent upon Developer completing and passing annual security reviews Gusto may require that Developer undergo additional security reviews if Developer updates or changes the Integration.
+From time to time Gusto may recommend or request that Developer undertake certain measures to improve Developer’s security controls, and/or to remediate security vulnerabilities in the Integration.
+Developer agrees to implement or perform such requested remediationsat Developer’s sole expense, and Developer will be solely responsible and liable for any failure to do so and any results arising therefrom.
+Developer shall at all times implement and maintain appropriate security policies and procedures and access control methodologies (including administrative, technical and physical safeguards) that are consistent with prevailing industry standards, but in no case less than reasonable care, to: (i) safeguard Developer User Data and Gusto User Data within its custody or control (“Custodial Data”) against unauthorized processing; and (ii) comply with all data privacy and data security laws and regulations applicable to its processing of Custodial Data.
+Developer shall promptly provide Gusto written notice if Developer becomes aware of any security incident that adversely impacts the security of the Integration or of joint user personal data in Developer’s custody or control (“Security Incident”). .
+Developer shall be solely responsible for remediating the Security Incident.
+Notwithstanding the foregoing, Gusto has the right to participate in the investigation and response to any Security Incident suffered by Developer, and Developer will fully cooperate with Gusto, including carrying out remedial actions at Gusto’s direction and at Developer’s cost.
+Developer shall reimburse Gusto for any costs Gusto incurs as a result of any such Security Incident. 7.
+Integration Review Gusto may require that any new Integrations and modified Integrations be submitted to Gusto for review and approval prior to Gusto providing Developer with production access to the Gusto API for the Integration and/or prior to the Integration being made available to Users via the Gusto Platform.
+By submitting the Integration to Gusto for review, Developer grants Gusto the right to test and evaluate the Integration’s compliance with the terms of these Developer Terms and any other criteria set by Gusto in its sole discretion.
+Developer shall cooperate with Gusto in Gusto’s testing and evaluation review, including but not limited to, answering Gusto’s questions and providing any information or materials reasonably requested by Gusto.
+Developer understands that Gusto may, in its sole discretion, reject Developer’s Integration for any reason and that Gusto shall have no liability for any costs, expenses, and/or damages, arising out of or resulting from Gusto’s review and approval or rejection of Developer’s Integration. 8.
+Proprietary Rights Gusto and Developer do not anticipate jointly developing any intellectual property under these Developer Terms.
+Gusto’s Intellectual Property Rights.
+Developer acknowledges and agrees that, as between Gusto and Developer, Gusto owns all rights, title and interest, including all intellectual property rights, in and to the Developer Tools and Gusto User Data.
+Developer shall not remove, obscure, or modify in any way any copyright or trademark notices or other notices or disclaimers that appear within the Developer Tools.
+Any suggestions, comments, ideas, improvements or other feedback relating to the Gusto Materials (collectively, “Feedback”) from Developer to Gusto is given voluntarily, and Gusto 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 and without compensating or crediting Developer.
+Developer’s Intellectual Property Rights.
+Gusto acknowledges and agrees that, as between Developer and Gusto, Developer owns all rights, title and interest (including all intellectual property rights) in and to the Developer Application and Developer User Data. 9.
+Integration Support Developer is solely responsible for any user-facing support of the Integration. 10.
+Gusto’s Rights to Monitor the Developer Tools Developer acknowledges and agrees that Gusto may monitor Developer’s use of the Developer Tools (i) to assess compliance with these Developer Terms and the quality of operations of the Developer Tools and (ii) to make improvements to the Developer Tools. 11.
+No Warranties; Maintenance and Support of Developer Tools Gusto makes no representations or warranties about the uptime, availability, or permissibility of the Developer Tools.
+From time to time, Developer may have limited or no access to the Developer Tools due to scheduled or emergency maintenance of the Developer Tools.
+Gusto shall make commercially reasonable efforts to provide notice of such maintenance to Developer, provided that Gusto shall have no liability to Developer arising from any such maintenance, including any failure or delay of Gusto in providing notice to Developer of such maintenance.
+Except as may be agreed to in writing by Gusto or as Gusto may, in its sole discretion, provide, but shall have no obligation to provide, support or maintenance for the Developer Tools. 12.
+General Prohibitions Developer shall not itself, nor permit any other party to: Reproduce, distribute, modify, translate, adapt, or create derivative works based upon Developer Tools; Reverse engineer, decode, decompile, disassemble, or otherwise attempt to access or derive any source code or architecture framework of Developer Tools; Access or use the Developer Tools for purposes of benchmarking or developing, marketing, selling, or distributing any product or service that competes with the Developer Tools; Make calls through the Developer Tools that exceed limits established by Gusto on the number and frequency of such calls, or take any action that imposes an unreasonable or disproportionately heavy load on the API or the Gusto Platform or that negatively affects the ability of others to access or use the API or Gusto Platform; Rent, lease, lend, sell, or sublicense the Developer Tools or otherwise provide access to the Developer Tools as part of a service bureau or similar fee-for-service purpose; Bypass any security safeguards or exploit any security vulnerabilities within the API or Gusto Platform; Intentionally submit queries through the Gusto API for Gusto’s production (non-demo) environment that fail to contain all required parameters; Take any action that subject the Developer Tools to any third party terms, including but not limited to, open source software license terms; Introduce any virus, worm, Trojan horse, malware, or other malicious code through the Gusto API or to the Gusto Platform; Access the Gusto Platform for the purpose of “crawling” or “scraping” content or information without Gusto’s express prior written consent; Misrepresent the source or ownership of material; Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; Falsify or delete any author attributions, legal notice, or other labels of the origin or source of material; or Access or use the Developer Tools in any way that does not comply in all material respects with the terms and conditions of these Developer Terms and all applicable laws and regulations. 12.
+Trademarks, Branding, and Publicity Trademarks and Branding All images, trademarks, service marks, product names, company names or logos (“Marks”) of each party remain the property of the respective party.
+Except as may be expressly permitted under this Section 11, any use of such materials, including the reproduction, modification, distribution or republication of the same, without the prior written permission of the applicable owner, is strictly prohibited.
+All use of Gusto’s Marks, including any associated goodwill, will inure to the benefit of Gusto.
+Promotional and Marketing Use Developer agrees to display any attribution(s) required by Gusto as set forth in the documentation for the Developer Tools.
+During the term of these Developer Terms, Gusto grants to Developer a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to display Gusto’s Marks for the purpose of promoting the Integration on Developer’s website in a restricted area or behind a log-in or password.
+Developer shall only use the Gusto Marks in accordance with these Developer Terms.
+In using Gusto’s Marks, Developer must follow Gusto’s brand guidelines as may be updated from time to time.
+During the term of these Developer Terms, Developer grants to Gusto a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to display Developer’s Marks for the purpose of promoting the Integration.
+Publicity Developer shall not make any public announcements (including any written or oral announcements, advertisements, promotions, website notices or press releases) about the Developer Tools or the Integration without Gusto’s prior written consent. 13.
+Confidentiality “Confidential Information” means any information that a party discloses to the other party that the party identifies in good faith as confidential or proprietary or, given the nature of the information or the circumstances surrounding its disclosure, should reasonably be understood to be confidential or proprietary.
+The receiving party shall maintain Confidential Information in strict confidence, using the same degree of care that it uses to protect the confidentiality of its own confidential information of like nature but in no case, less than reasonable care.
+The receiving party shall not: (i) use or disclosure Confidential Information other than as necessary to exercise its rights and fulfill its obligations under these Developer Terms; or (ii) modify, adapt, reverse engineer, decode, decompile, or disassemble Confidential Information or create any derivative work based upon the Confidential Information.
+The receiving party shall restrict access to and use of Confidential Information to its directors, officers, employees, contractors, agents and legal and financial advisers who: (i) have a legitimate need to know Confidential Information; (ii) are informed of the confidential nature of Confidential Information; and (iii) have obligations with respect to Confidential Information that are consistent with, and at least as restrictive as, those imposed by these Developer Terms.
+Notwithstanding the foregoing, Gusto may disclose Confidential Information consisting of Security Information to Gusto’s designated third party security review vendor for the purposes of completing any security reviews of Developer or the Integration, as further described in Section 5 herein.
+The duties of confidentiality imposed by this Section 12. do not apply to information that: (i) is known or becomes known to the public in general, other than as a result of a breach of these Developer Terms or any other confidentiality agreement; (ii) was known by or in the lawful possession of receiving party prior to receipt from disclosing party; (iii) is or has been independently developed or conceived by receiving party without use of or reference to Confidential Information; or (iv) is or has been provided or made known to receiving party by a third party without a breach of any obligation of confidentiality to disclosing party.
+The receiving party may disclose Confidential Information as required to comply with the order of a governmental entity that has jurisdiction over Receiving Party or as otherwise required by law, provided that receiving party: (i) notifies disclosing party in writing of such required disclosure in advance, to the extent permitted by law, to provide disclosing party with an opportunity to seek a protective order; and (ii) takes reasonable steps to minimize the extent of any such required disclosure. 14.
+Warranty Disclaimers THE DEVELOPER TOOLS AND ALL OTHER MATERIALS PROVIDED BY GUSTO UNDER THESE DEVELOPER TERMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.
+TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUSTO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
+GUSTO MAKES NO WARRANTY OR REPRESENTATION THAT: (i) THE DEVELOPER TERMS OR ANY OTHER MATERIALS PROVIDED BY GUSTO UNDER THESE DEVELOPER TERMS WILL MEET THE REQUIREMENTS OF DEVELOPER, DEVELOPER USERS, OR ANY OF END USERS; (ii) ACCESS TO AND USE OF THE DEVELOPER TOOLS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE DEVELOPER TOOLS WILL BE ACCURATE, RELIABLE, CURRENT OR COMPLETE. 15.
+Indemnity Developer shall indemnify, defend and hold Gusto and its officers, directors, employees, and agents (“the Indemnified Parties”) harmless against any and all claims, costs, losses, damages, and expenses (including without limitation reasonable attorneys’ fees) to the extent they arise from: (i) access to or use of the Developer Tools in any manner by Developer that does not comply in all material respects with the terms and conditions of these Developer Terms; (ii) access to or use of the Developer Tools by Developer in combination with any hardware or software not provided or approved by Gusto; (iii) modifications to the Developer Tools made by or on behalf of Developer that are not made or authorized by Gusto; or (iv) the Developer Application or any data, content, or other materials Developer and its users submit, upload, transmit, or otherwise make available through the API; (v) Developer’s breach of Section 5 (Data Privacy and Security) or Section 12 (Confidential Information) or violation of any applicable law or regulation; (vi) a Security Incident suffered by Developer; or (vii) Developer’s gross negligence, fraud or willful misconduct. 16.
+Limitation of Liability IN NO EVENT WILL GUSTO BE LIABLE UNDER THESE DEVELOPER TERMS, WHETHER BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR COST OF COVER, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF OR INABILITY TO USE THE DEVELOPER TOOLS OR ANY OTHER TOOLS OR DOCUMENTATION PROVIDED BY GUSTO UNDER THESE DEVELOPER TERMS, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF SUCH TOOLS OR THEIR DELIVERY VIA THE INTERNET, EVEN IF GUSTO HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.
+IN NO EVENT WILL GUSTO BE LIABLE FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE DEVELOPER TOOLS; (II) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM USER’S OR THIRD PARTY PROVIDER’S ACCESS TO OR USE OF THE DEVELOPER’S TOOLS; (III) ANY DAMAGE, LOSS, OR INJURY RESULTING FROM ANY UNAUTHORIZED ACCESS OR USE OF THE DEVELOPER TOOLS; AND/OR (IV) ANY LOSS OR DAMAGE TO USER DATA RESULTING FROM THE ACCESS TO OR USE OF DEVELOPER TOOLS.
+TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUSTO’S TOTAL LIABILITY IS LIMITED TO THE GREATER OF (I) THE AMOUNT OF ANY FEES PAID BY USER TO GUSTO IN CONNECTION WITH USER’S ACCESS TO AND USE OF THE DEVELOPER TERMS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY OR (II) $100.
+THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF GUSTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 17.
+Term, Termination, and Suspension The term for these Developer Terms will commence upon Developer’s acceptance of these Developer Terms and continue until either party gives written notice of termination effective thirty (30) days after such notice.
+Gusto may terminate these Developer Terms in the event of (i) Developer’s material breach of these Developer Terms if Developer does not cure the breach within five (5) days after receipt of written notice of such breach from Gusto; or (ii) Developer becomes insolvent or bankrupt; becomes the subject of any proceedings under bankruptcy, insolvency or debtor’s relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute in force for the winding up or liquidation of such party’s business.
+Notwithstanding the expiration or termination of these Developer Terms for any reason, neither party will be relieved of any duty, obligation, debt or liability that arose or accrued prior to the effective date of such expiration or termination.
+Upon expiration or termination of these Developer Terms for any reason: (i) Developer shall immediately cease all access to and use of the Developer Tools; and (ii) each party shall immediately cease all use of the other party’s Confidential Information and return or destroy all copies of such Confidential Information that are within its custody or control.
+Sections 3, 5, 6, 10, and 12 – 23 and any sections of these Developer Terms which by their nature should survive, will survive and remain in effect even if these Developer Terms expire or terminate.
+Gusto reserves the right to suspend Developer’s access to and use of the Developer Tools immediately without notice or liability upon the occurrence of a Security Incident, security issue or breach of Section 10 herein.
+In the event of suspension, Gusto shall make commercially reasonable efforts to limit suspension to the minimum extent and duration necessary to eliminate the Security Incident.
+Gusto shall make commercially reasonable efforts to provide notice of such suspension to Developer, provided that Gusto will have no liability to Developer arising from any such suspension, including any failure or delay of Gusto in providing notice to Developer of such suspension. 18.
+Changes to the Developer Terms Gusto may modify these Developer Terms at any time, in Gusto’s sole discretion.
+If Gusto does so, Gusto shall post the modified Developer Terms on its website.
+It is important that Developer reviews and accepts any modified Developer Terms because Developer can continue to use the Developer Tools only if Developer accepts the modified Developer Terms, indicating to Gusto that Developer agrees to be bound by the modified Developer Terms.
+If Developer does not agree to be bound by the modified Developer Terms, then Developer may not continue to use the Developer Tools.
+Because the Developer Terms may evolve over time, Gusto may change or discontinue all or any part of the Developer Terms at any time and without notice, at Gusto’s sole discretion. 19.
+Governing Law These Developer Terms shall be interpreted and construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof. 20.
+Arbitration Notwithstanding any other provision in these Developer Terms, and except as otherwise set forth in this section, if either Developer or Gusto has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to these Developer Terms, the Developer Tools, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or these Developer Terms (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between Developer and Gusto, then such Legal Claim will be settled by individual (not class or class-wide), confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the AAA (the “AAA Rules”), including any expedited procedures.
+To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules.
+Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by Developer and Gusto.
+A single arbitrator will be mutually selected by Gusto and Developer and shall be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in payroll, health insurance, human resources, and/or online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”).
+If Gusto and Developer cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements.
+The arbitrator will follow the law and will give effect to any applicable statutes of limitation.
+The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees.
+The award rendered by the arbitrator shall be final and binding upon Developer and Gusto.
+A judgment on the award may be entered and enforced in any court of competent jurisdiction.
+Either Gusto or Developer may assert claims, if the claims qualify, in small claims court in San Francisco, California.
+Either Gusto or Developer may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Developer Tools or intellectual property infringement without first engaging in the above arbitration process.
+If found that the agreement to arbitrate does not apply to Developer or Developer’s Legal Claim, then Developer agrees to the exclusive jurisdiction of the state and federal courts of San Francisco County, California to resolve the Legal Claim.
+Developer and Gusto agree and acknowledge that these Developer Terms evidence a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in these Developer Terms.
+DEVELOPER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT DEVELOPER AND GUSTO ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT DEVELOPER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THESE DEVELOPER TERMS. 21.
+Gusto is Not Responsible for Things Gusto Cannot Control Gusto is not responsible or liable for any delays or failures in performance from any cause beyond Gusto’s control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions of Developer. 22.
+General These Developer Terms constitute the entire agreement between Gusto and Developer regarding the Developer Tools and replace all prior understandings, communications, and agreements, oral or written, regarding this subject matter.
+These Developer Terms may be modified only by a written amendment signed by the parties or as otherwise provided in Section 18.
+If any part of this Developer Terms is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Developer Terms.
+The remaining terms will be valid and enforceable.
+Developer may not assign these Developer Terms, by operation of law or otherwise, without Gusto’s prior written consent.
+Any attempt by Developer to assign or transfer these Developer Terms, without such consent, will be null.
+Gusto may freely assign or transfer these Developer Terms without restriction.
+The provisions of these Developer Terms shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.
+Any notices or other communications provided by Gusto under these Developer Terms, including those regarding modifications to these Developer Terms, will be given: (i) via email; or (ii) by posting to the Gusto website.
+For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given.
+For notices made by posting to the Gusto website, the date of such posting will be deemed the date that notice is given.
+Gusto’s failure to enforce any right or provision of these Developer Terms will not be considered a waiver of such right or provision.
+The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gusto.
+Except as expressly set forth in these Developer Terms, the exercise by either party of any of its remedies under these Developer Terms will be without prejudice to its other remedies under these Developer Terms or otherwise. 23.
+Electronic Transmission These Developer Terms, 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 these Developer Terms or (ii) the fact that any signature or acceptance of these Developer Terms was transmitted or communicated through electronic means; and each party forever waives any related defense. 24.
+Notice Except as otherwise set forth in these Developer Terms, all notices, demands and other communications to be given or delivered under or by reason of the provisions of these Developer Terms will be in writing and sent to the parties according to the contact information provided below.
+Developer is responsible for timely updating the email address affiliated with the Developer Account: To Developer: At the email address associated with the Developer Account on file with Gusto.
+To Gusto: Gusto, Attn: Legal, 525 20th Street, San Francisco, CA 94107, with copy to legal@gusto.com.
+Effective October 26th 2023 to April 27th 2026 Download Table of Contents Last updated August 30, 2023 These Developer Terms of Service (“Developer Terms”) are an agreement entered into by and between Gusto, Inc., and its subsidiaries and affiliates (collectively, “Gusto”) and you (if an individual) or the entity you represent (if registering as or on behalf of a business, or if registering in your capacity as representative of a business) (“Developer” or “you”).
+Referee terms Version Version 3.0 (Current) Version 2.0 Version 1.0 Effective April 21st 2026 Download Table of Contents Last updated January 13, 2026 Referee Terms : To qualify, you must sign up for Gusto between January 20th, 2026 and April 20th, 2026 and run one or more paid payrolls.
+You will receive a $100 Visa gift card within thirty (30) days of your first paid invoice.
+Additionally, if you qualify pursuant to these terms and you onboard ten (10) or more employees prior to the first payroll run and invoice paid, the incentive offered above will increase to $200.
+You cannot participate in pay-per-click advertising on trademarked terms, including any derivations, variations or misspellings thereof, for search or content-based campaigns on Google, MSN, or Yahoo.
+For the purposes of these terms, trademarked terms include Gusto, Gusto Payroll, Gusto HR, Gusto Benefits, ZenPayroll, Gusto Coupon, Gusto.com and Buy Gusto (all keywords apply as broad match).
+Effective January 16th 2026 to April 21st 2026 Download Table of Contents Last updated January 13, 2026 Referee Terms : To qualify, you must sign up for Gusto between January 20th, 2026 and April 20th, 2026 and run one or more paid payrolls.
+Gusto Business Compliance Terms of Service Version Version 2.0 (Current) Version 1.0 Effective April 24th 2026 Download Table of Contents These Gusto Business Compliance Terms of Service (" GBC Terms "), together with the Gusto Employer Terms of Service (available at gusto.com/legal/terms) (" Employer Terms ") (collectively, the " Agreement "), set out the terms under which Gusto, Inc.
+(" Gusto ") will provide Employers access to the Gusto Business Compliance Service (" GBC Service ") via the Gusto Platform.
+In the event of a conflict between the GBC Terms and the Employer Terms, the GBC Terms will control with respect to the GBC Service.
+The GBC Terms are "Additional Terms" as defined in the Employer Terms.
+Capitalized terms not defined here have the meanings given in the Employer Terms.
+By accessing or using the GBC Service, or by clicking the applicable button, you represent that you are authorized to bind Employer to this Agreement and that Employer agrees to its terms.
+THE EMPLOYER TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT IS INCORPORATED HEREIN WITH FULL EFFECT. 1.
+GBC Service Description The GBC Service is a paid service through which Gusto facilitates state and local compliance registrations, filings, and ongoing compliance support for your business.
+The GBC Service includes the following components: State Tax Registration .
+Collection of required information and submission of your business registration with applicable state and local tax agencies, including withholding tax, unemployment insurance, and other employer tax accounts.
+Foreign Qualification .
+Facilitation of filings to register your business entity with the Secretary of State or equivalent authority in states where your business operates but is not yet qualified to do business.
+Registered Agent Services .
+Designation and maintenance of a registered agent for your business in applicable states, provided through a qualified third-party registered agent vendor.
+See Section 4 for additional terms.
+Annual Report Filing .
+Preparation and submission of annual reports, biennial reports, or similar periodic filings required to maintain your business entity's good standing with applicable state authorities.
+Government Mail Monitoring .
+Receipt, scanning, and delivery of government mail addressed to your business through Gusto's designated mailing address, made available to you within your Gusto account.
+See Section 5 for additional terms.
+Compliance Alerts .
+Monitoring and notification of upcoming compliance deadlines, filing requirements, and regulatory changes applicable to your business based on information you provide to Gusto.
+Compliance Concierge.
+Access to a Gusto compliance team member ("Concierge") to assist you with the GBC Service.
+Concierge services are limited to operational support, including filing status updates, scheduling, form completion guidance, document transmission, and platform navigation.
+The Concierge does not provide legal, tax, or regulatory advice.
+The GBC Service covers only the specific registrations, filings, and support functions listed above and does not cover all compliance obligations that may apply to your business, including local business licenses not included in your enrollment, sales tax compliance, corporate income tax compliance.
+You are solely responsible for ensuring your business complies with all applicable laws and regulations, including obligations not addressed by the GBC Service. 2.
+Filing Agent Authorization By enrolling in the GBC Service, you authorize Gusto to act as your filing agent for purposes of the GBC Service.
+This authorization includes: submitting registrations, filings, and related documentation to applicable state and local agencies on your behalf; designating Gusto's or its third-party vendor's address as your registered agent address and government mailing address with applicable agencies for accounts opened or maintained through the GBC Service; and opening, receiving, scanning, and processing government mail addressed to your business on your behalf, including using information contained in that mail to facilitate your registrations, filings, and account maintenance.
+Gusto acts as your filing agent in an administrative capacity only.
+Gusto does not act as your legal representative, attorney-in-fact, or authorized representative before any government agency for purposes of legal proceedings, audits, appeals, examinations, or other non-ministerial matters.
+You may revoke the authorizations granted in this Section 2 at any time by cancelling the GBC Service in accordance with Section 9; provided, however, that revocation does not affect any filing, designation, or action lawfully completed by Gusto prior to the effective date of revocation. 3.
+Document Preparation Gusto provides tools and assistance to help you generate and submit filings through the GBC Service.
+As between Gusto and you, you have exclusive control over and responsibility for the content of all filings and documents submitted through the GBC Service.
+You are solely responsible for ensuring that all filings are accurate, complete, and legally sufficient, and for confirming that any information, classifications, or elections reflected in such filings are correct prior to submission.
+Gusto may, but is not obligated to, review filings before submission for quality assurance purposes.
+Any such review is administrative and does not constitute legal review, legal advice, or a representation that any filing is accurate, legally sufficient, complete, or will be accepted by the applicable government authority. 4.
+Registered Agent Services Registered agent services under the GBC Service are provided through a third-party commercial registered agent vendor ("RA Vendor"), which is a Third-Party Vendor subject to Section 7.
+Your registered agent of record in applicable states will be the RA Vendor, not Gusto directly.
+Service of process and official government correspondence directed to your registered agent will be received by the RA Vendor and made available to you through your Gusto account.
+You are responsible for designating a new registered agent if the GBC Service terminates or you cancel registered agent services; failure to do so may result in loss of good standing or other legal consequences. 5.
+Government Mail and Account Access To provide mail monitoring under the GBC Service, Gusto may use a designated mailing address or third-party virtual mailbox service to receive and process government mail addressed to your business.
+By enrolling in the GBC Service, you authorize Gusto to: Set Gusto's or its service provider's designated address as your mailing address with applicable state and local agencies for accounts opened or maintained through the GBC Service; Open, read, scan, and process mail received at that address, and use the contents of that mail to facilitate your filings and account maintenance; and Generate, store, and use state and local agency account credentials created in connection with your GBC Service registrations for the purpose of providing the GBC Service.
+You are responsible for reviewing all mail made available to you through the GBC Service and for taking any action required by that mail.
+Gusto is not responsible for taking action on that mail unless Gusto has specifically agreed to do so as part of the GBC Service.
+If the GBC Service terminates for any reason, you are responsible for promptly updating your mailing address and state and local agency account credentials with all applicable agencies so that government correspondence is no longer directed to Gusto's or its service provider's designated address.
+Gusto will provide reasonable assistance upon request to facilitate that transition but is not responsible for any government mail received, or actions required, after the effective date of termination. 6.
+Employer Responsibilities In addition to your obligations under Section 8 of the Employer Terms (including your obligation to provide accurate and complete information, which Gusto relies on to prepare and submit government filings on your behalf), you must review all filings submitted on your behalf and all government correspondence made available to you through the GBC Service, promptly notify Gusto of any errors, and take any action required in response, except where Gusto has specifically agreed to take such action.
+If the GBC Service terminates or you cancel registered agent services, you must designate a new registered agent in each applicable state before the termination or cancellation takes effect.
+You are also responsible for updating your government mailing address and state agency account credentials with applicable agencies, as described in Sections 5 and 9. 7.
+Third-Party Vendors The GBC Service relies on third-party vendors to provide certain components of the GBC Service, including registered agent services and certain state and local filings (collectively, "Third-Party Vendors").
+Gusto is not liable for acts or omissions of Third-Party Vendors that are outside Gusto's reasonable control.
+If a Third-Party Vendor fails to perform, Gusto will use commercially reasonable efforts to investigate and, where appropriate, correct the error.
+Your use of certain components of the GBC Service may be subject to additional terms imposed by the applicable Third-Party Vendor, which you agree to comply with by enrolling in or continuing to use the affected component. 8.
+Fees and Payment The GBC Service Fee is the amount displayed to you at the time of your enrollment in the GBC Service, plus any Filing Fees as described below.
+By enrolling in the GBC Service, you authorize Gusto to charge your designated Bank Account for the applicable GBC Service Fees and Filing Fees in accordance with Section 10 of the Employer Terms.
+All fees are exclusive of any applicable sales, use, or similar taxes, which are your responsibility except for taxes based on Gusto's net income.
+Your GBC Service Fee will be invoiced approximately ninety (90) days after your Enrollment Date.
+In addition to the GBC Service fee, your enrollment in the GBC Service may result in state or local agency filing fees, registration fees, or similar government charges ("Filing Fees").
+Filing Fees are not set by Gusto and are subject to change by the applicable government authority.
+Gusto will notify you of applicable Filing Fees before they are incurred to the extent known to Gusto at the time of filing.
+Where Gusto pays Filing Fees on your behalf, those amounts will be invoiced to you. 9.
+Term and Cancellation The GBC Service begins on the date of your enrollment in the GBC Service (the "Enrollment Date") and continues for twelve (12) months thereafter (the "Initial Term").
+At the end of the Initial Term, the GBC Service will automatically renew for successive twelve (12) month periods (each, a "Renewal Term" and, together with the Initial Term, the "Term") at the then-current GBC Service Fee, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Term.
+You may cancel the GBC Service at any time from within your Gusto account.
+Gusto may terminate or suspend the GBC Service, or any individual component of the GBC Service, in accordance with Section 19 of the Employer Terms.
+Upon any termination, cancellation, or non-renewal of the GBC Service, Gusto will use commercially reasonable efforts to complete any filings then in process.
+You are responsible for any filings that have not yet been initiated, and Gusto will have no obligation to commence such filings.
+Before termination or cancellation takes effect, you must designate a new registered agent in each applicable state, consistent with your obligations under Section 6, and update your government mailing address and state agency account credentials with applicable agencies as described in Section 5.
+Gusto is not responsible for any government mail or actions required after the effective date of termination or cancellation.
+Sections that by their nature should survive termination will survive, including provisions relating to fees, disclaimers, limitations of liability, and general provisions. 10.
+Disclaimers THE WARRANTY DISCLAIMERS IN SECTION 20 OF THE EMPLOYER TERMS APPLY IN FULL TO THE GBC SERVICE.
+IN ADDITION TO THOSE DISCLAIMERS: GUSTO DOES NOT WARRANT THAT THE GBC SERVICE WILL BE UNINTERRUPTED, TIMELY, ACCURATE, COMPLETE, OR ERROR-FREE.
+GUSTO DOES NOT WARRANT THAT ANY FILING OR SUBMISSION MADE THROUGH THE GBC SERVICE WILL BE ACCEPTED, APPROVED, OR PROCESSED BY ANY GOVERNMENT AUTHORITY, OR WITHIN ANY PARTICULAR TIMEFRAME.
+GUSTO MAKES NO WARRANTY REGARDING THE ACTS OR OMISSIONS OF ANY GOVERNMENT AUTHORITY, THE RA VENDOR, OR ANY OTHER THIRD-PARTY VENDOR, OR REGARDING THE LEGAL SUFFICIENCY, ACCURACY, OR COMPLETENESS OF ANY FILING, ALERT, OR COMMUNICATION PROVIDED THROUGH THE GBC SERVICE.
+SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. 11.
+Limitation of Liability Gusto is not responsible or liable for: (a) the rejection, delay, or denial of any filing by a government authority; (b) any government agency system outage, error, or unavailability; (c) any inaccuracy in information you provided; (d) your failure to maintain a valid registered agent designation; (e) changes in applicable law or government requirements that affect the scope or availability of the GBC Service; or (f) any other matter outside Gusto's reasonable control, including acts of God, changes in law, pandemics, or acts or omissions of third parties.
+THE LIMITATION OF LIABILITY PROVISIONS IN SECTION 22 OF THE EMPLOYER TERMS, INCLUDING THE EXCLUSION OF INCIDENTAL, SPECIAL, AND CONSEQUENTIAL DAMAGES, APPLY IN FULL TO THE GBC SERVICE.
+Gusto's maximum aggregate liability for any claim arising out of or related to the GBC Service is limited to amounts actually paid by you for the GBC Service in the six (6) months immediately preceding the claim. 12.
+Modifications Gusto may modify these GBC Terms or change, suspend, or discontinue any component of the GBC Service at any time, in accordance with Section 23 of the Employer Terms.
+Gusto will provide notice of material modifications by posting the updated GBC Terms on the Gusto website, by email, or through the Gusto Platform.
+Your continued use of the GBC Service after the effective date of any modification constitutes acceptance of the modified GBC Terms.
+If you do not agree to a modification, you may cancel the GBC Service in accordance with Section 9 before the effective date of the modification.
+Effective April 24th 2026 to April 24th 2026 Download Table of Contents These Gusto Business Compliance Terms of Service (" GBC Terms "), together with the Gusto Employer Terms of Service (available at gusto.com/legal/terms) (" Employer Terms ") (collectively, the " Agreement "), set out the terms under which Gusto, Inc.
+(" Gusto ") will provide Employers access to the Gusto Business Compliance Service (" GBC Service ") via the Gusto Platform.
+In the event of a conflict between the GBC Terms and the Employer Terms, the GBC Terms will control with respect to the GBC Service.
+The GBC Terms are "Additional Terms" as defined in the Employer Terms.
+Capitalized terms not defined here have the meanings given in the Employer Terms.
+By accessing or using the GBC Service, or by clicking the applicable button, you represent that you are authorized to bind Employer to this Agreement and that Employer agrees to its terms.
+THE EMPLOYER TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT IS INCORPORATED HEREIN WITH FULL EFFECT. 1.
+GBC Service Description The GBC Service is a paid service through which Gusto facilitates state and local compliance registrations, filings, and ongoing compliance support for your business.
+The GBC Service includes the following components: State Tax Registration .
+Collection of required information and submission of your business registration with applicable state and local tax agencies, including withholding tax, unemployment insurance, and other employer tax accounts.
+Foreign Qualification .
+Facilitation of filings to register your business entity with the Secretary of State or equivalent authority in states where your business operates but is not yet qualified to do business.
+Registered Agent Services .
+Designation and maintenance of a registered agent for your business in applicable states, provided through a qualified third-party registered agent vendor.
+See Section 4 for additional terms.
+Annual Report Filing .
+Preparation and submission of annual reports, biennial reports, or similar periodic filings required to maintain your business entity's good standing with applicable state authorities.
+Government Mail Monitoring .
+Receipt, scanning, and delivery of government mail addressed to your business through Gusto's designated mailing address, made available to you within your Gusto account.
+See Section 5 for additional terms.
+Compliance Alerts .
+Monitoring and notification of upcoming compliance deadlines, filing requirements, and regulatory changes applicable to your business based on information you provide to Gusto.
+Compliance Concierge.
+Access to a Gusto compliance team member ("Concierge") to assist you with the GBC Service.
+Concierge services are limited to operational support, including filing status updates, scheduling, form completion guidance, document transmission, and platform navigation.
+The Concierge does not provide legal, tax, or regulatory advice.
+The GBC Service covers only the specific registrations, filings, and support functions listed above and does not cover all compliance obligations that may apply to your business, including local business licenses not included in your enrollment, sales tax compliance, corporate income tax compliance.
+You are solely responsible for ensuring your business complies with all applicable laws and regulations, including obligations not addressed by the GBC Service. 2.
+Filing Agent Authorization By enrolling in the GBC Service, you authorize Gusto to act as your filing agent for purposes of the GBC Service.
+This authorization includes: submitting registrations, filings, and related documentation to applicable state and local agencies on your behalf; designating Gusto's or its third-party vendor's address as your registered agent address and government mailing address with applicable agencies for accounts opened or maintained through the GBC Service; and opening, receiving, scanning, and processing government mail addressed to your business on your behalf, including using information contained in that mail to facilitate your registrations, filings, and account maintenance.
+Gusto acts as your filing agent in an administrative capacity only.
+Gusto does not act as your legal representative, attorney-in-fact, or authorized representative before any government agency for purposes of legal proceedings, audits, appeals, examinations, or other non-ministerial matters.
+You may revoke the authorizations granted in this Section 2 at any time by cancelling the GBC Service in accordance with Section 9; provided, however, that revocation does not affect any filing, designation, or action lawfully completed by Gusto prior to the effective date of revocation. 3.
+Document Preparation Gusto provides tools and assistance to help you generate and submit filings through the GBC Service.
+As between Gusto and you, you have exclusive control over and responsibility for the content of all filings and documents submitted through the GBC Service.
+You are solely responsible for ensuring that all filings are accurate, complete, and legally sufficient, and for confirming that any information, classifications, or elections reflected in such filings are correct prior to submission.
+Gusto may, but is not obligated to, review filings before submission for quality assurance purposes.
+Any such review is administrative and does not constitute legal review, legal advice, or a representation that any filing is accurate, legally sufficient, complete, or will be accepted by the applicable government authority. 4.
+Registered Agent Services Registered agent services under the GBC Service are provided through a third-party commercial registered agent vendor ("RA Vendor"), which is a Third-Party Vendor subject to Section 7.
+Your registered agent of record in applicable states will be the RA Vendor, not Gusto directly.
+Service of process and official government correspondence directed to your registered agent will be received by the RA Vendor and made available to you through your Gusto account.
+You are responsible for designating a new registered agent if the GBC Service terminates or you cancel registered agent services; failure to do so may result in loss of good standing or other legal consequences. 5.
+Government Mail and Account Access To provide mail monitoring under the GBC Service, Gusto may use a designated mailing address or third-party virtual mailbox service to receive and process government mail addressed to your business.
+By enrolling in the GBC Service, you authorize Gusto to: Set Gusto's or its service provider's designated address as your mailing address with applicable state and local agencies for accounts opened or maintained through the GBC Service; Open, read, scan, and process mail received at that address, and use the contents of that mail to facilitate your filings and account maintenance; and Generate, store, and use state and local agency account credentials created in connection with your GBC Service registrations for the purpose of providing the GBC Service.
+You are responsible for reviewing all mail made available to you through the GBC Service and for taking any action required by that mail.
+Gusto is not responsible for taking action on that mail unless Gusto has specifically agreed to do so as part of the GBC Service.
+If the GBC Service terminates for any reason, you are responsible for promptly updating your mailing address and state and local agency account credentials with all applicable agencies so that government correspondence is no longer directed to Gusto's or its service provider's designated address.
+Gusto will provide reasonable assistance upon request to facilitate that transition but is not responsible for any government mail received, or actions required, after the effective date of termination. 6.
+Employer Responsibilities In addition to your obligations under Section 8 of the Employer Terms (including your obligation to provide accurate and complete information, which Gusto relies on to prepare and submit government filings on your behalf), you must review all filings submitted on your behalf and all government correspondence made available to you through the GBC Service, promptly notify Gusto of any errors, and take any action required in response, except where Gusto has specifically agreed to take such action.
+If the GBC Service terminates or you cancel registered agent services, you must designate a new registered agent in each applicable state before the termination or cancellation takes effect.
+You are also responsible for updating your government mailing address and state agency account credentials with applicable agencies, as described in Sections 5 and 9. 7.
+Third-Party Vendors The GBC Service relies on third-party vendors to provide certain components of the GBC Service, including registered agent services and certain state and local filings (collectively, "Third-Party Vendors").
+Gusto is not liable for acts or omissions of Third-Party Vendors that are outside Gusto's reasonable control.
+If a Third-Party Vendor fails to perform, Gusto will use commercially reasonable efforts to investigate and, where appropriate, correct the error.
+Your use of certain components of the GBC Service may be subject to additional terms imposed by the applicable Third-Party Vendor, which you agree to comply with by enrolling in or continuing to use the affected component. 8.
+Fees and Payment The GBC Service Fee is the amount displayed to you at the time of your enrollment in the GBC Service, plus any Filing Fees as described below.
+By enrolling in the GBC Service, you authorize Gusto to charge your designated Bank Account for the applicable GBC Service Fees and Filing Fees in accordance with Section 10 of the Employer Terms.
+All fees are exclusive of any applicable sales, use, or similar taxes, which are your responsibility except for taxes based on Gusto's net income.
+Your GBC Service Fee will be invoiced approximately ninety (90) days after your Enrollment Date.
+In addition to the GBC Service fee, your enrollment in the GBC Service may result in state or local agency filing fees, registration fees, or similar government charges ("Filing Fees").
+Filing Fees are not set by Gusto and are subject to change by the applicable government authority.
+Gusto will notify you of applicable Filing Fees before they are incurred to the extent known to Gusto at the time of filing.
+Where Gusto pays Filing Fees on your behalf, those amounts will be invoiced to you. 9.
+Term and Cancellation The GBC Service begins on the date of your enrollment in the GBC Service (the "Enrollment Date") and continues for twelve (12) months thereafter (the "Initial Term").
+At the end of the Initial Term, the GBC Service will automatically renew for successive twelve (12) month periods (each, a "Renewal Term" and, together with the Initial Term, the "Term") at the then-current GBC Service Fee, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Term.
+You may cancel the GBC Service at any time from within your Gusto account.
+Gusto may terminate or suspend the GBC Service, or any individual component of the GBC Service, in accordance with Section 19 of the Employer Terms.
+Upon any termination, cancellation, or non-renewal of the GBC Service, Gusto will use commercially reasonable efforts to complete any filings then in process.
+You are responsible for any filings that have not yet been initiated, and Gusto will have no obligation to commence such filings.
+Before termination or cancellation takes effect, you must designate a new registered agent in each applicable state, consistent with your obligations under Section 6, and update your government mailing address and state agency account credentials with applicable agencies as described in Section 5.
+Gusto is not responsible for any government mail or actions required after the effective date of termination or cancellation.
+Sections that by their nature should survive termination will survive, including provisions relating to fees, disclaimers, limitations of liability, and general provisions. 10.
+Disclaimers THE WARRANTY DISCLAIMERS IN SECTION 20 OF THE EMPLOYER TERMS APPLY IN FULL TO THE GBC SERVICE.
+IN ADDITION TO THOSE DISCLAIMERS: GUSTO DOES NOT WARRANT THAT THE GBC SERVICE WILL BE UNINTERRUPTED, TIMELY, ACCURATE, COMPLETE, OR ERROR-FREE.
+GUSTO DOES NOT WARRANT THAT ANY FILING OR SUBMISSION MADE THROUGH THE GBC SERVICE WILL BE ACCEPTED, APPROVED, OR PROCESSED BY ANY GOVERNMENT AUTHORITY, OR WITHIN ANY PARTICULAR TIMEFRAME.
+GUSTO MAKES NO WARRANTY REGARDING THE ACTS OR OMISSIONS OF ANY GOVERNMENT AUTHORITY, THE RA VENDOR, OR ANY OTHER THIRD-PARTY VENDOR, OR REGARDING THE LEGAL SUFFICIENCY, ACCURACY, OR COMPLETENESS OF ANY FILING, ALERT, OR COMMUNICATION PROVIDED THROUGH THE GBC SERVICE.
+SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. 11.
+Limitation of Liability Gusto is not responsible or liable for: (a) the rejection, delay, or denial of any filing by a government authority; (b) any government agency system outage, error, or unavailability; (c) any inaccuracy in information you provided; (d) your failure to maintain a valid registered agent designation; (e) changes in applicable law or government requirements that affect the scope or availability of the GBC Service; or (f) any other matter outside Gusto's reasonable control, including acts of God, changes in law, pandemics, or acts or omissions of third parties.
+THE LIMITATION OF LIABILITY PROVISIONS IN SECTION 22 OF THE EMPLOYER TERMS, INCLUDING THE EXCLUSION OF INCIDENTAL, SPECIAL, AND CONSEQUENTIAL DAMAGES, APPLY IN FULL TO THE GBC SERVICE.
+Gusto's maximum aggregate liability for any claim arising out of or related to the GBC Service is limited to amounts actually paid by you for the GBC Service in the six (6) months immediately preceding the claim. 12.
+Modifications Gusto may modify these GBC Terms or change, suspend, or discontinue any component of the GBC Service at any time, in accordance with Section 23 of the Employer Terms.
+Gusto will provide notice of material modifications by posting the updated GBC Terms on the Gusto website, by email, or through the Gusto Platform.
+Your continued use of the GBC Service after the effective date of any modification constitutes acceptance of the modified GBC Terms.
+If you do not agree to a modification, you may cancel the GBC Service in accordance with Section 9 before the effective date of the modification.
+Firm Growth Agents Promotion Terms Version Version 1.0 (Current) Effective April 28th 2026 Download Table of Contents Last updated April 28, 2026 These Firm Growth Agents Promotion Terms (" Promotion Terms ") together with the Accountant Program Terms of Service (" Accountant Program Terms ") and the Gusto Terms for Promotional Offers & Discounts (" Discounts Terms ") (collectively, the " Promotion Agreement ") contain the terms and conditions that govern participation in the Promotion (as defined below).
+Capitalized terms not defined in these Promotion Terms have the meanings ascribed to them in the Accountant Program Terms and Discounts Terms, as applicable.
+In the event of a conflict between these Promotion Terms and the Accountant Program Terms or the Discounts Terms, these Promotion Terms will govern with respect to the Promotion.
+As used in these Promotion Terms, "you" and "your" both refer to the participating Accountant Partner (as defined in the Accountant Program Terms).
+By submitting the Firm Growth Agents form, you agree to be bound by these Promotion Terms.
+Eligibility To participate in the Promotion, you must be enrolled in the Gusto Accountant Partner Program and in good standing at the time of form submission.
+Promotion Gusto is sponsoring forty (40) free licenses to Gumloop's suite of AI-powered Firm Growth Agents (the " Promotion ").
+Each eligible partner who claims a license will receive two (2) consecutive months of free access to Gumloop's Firm Growth Agents tools beginning on the date Gumloop activates the partner's account (the " Free Period ").
+This Promotion is available beginning April 29, 2026 and will remain open until all forty (40) licenses have been claimed or June 29, 2026, whichever comes first (the " Promotion Period ").
+Licenses are available on a first-come, first-served basis.
+Only forty (40) licenses are available in total.
+Submitting the form does not guarantee access — availability is determined by the order in which complete, valid submissions are received.
+Once all forty (40) licenses have been claimed, the Promotion will close.
+Gusto reserves the right to close the form at any time and is under no obligation to notify partners if licenses are no longer available.
+Limit: one (1) license per Accountant Partner firm.
+After the Free Period Your free access to Gumloop's Firm Growth Agents tools will expire at the end of the two (2) month Free Period.To continue using the tools after the Free Period, you will need to sign up for a paid subscription directly with Gumloop.
+Gusto is not responsible for any charges, fees, or obligations arising from your continued use of Gumloop's services after the Free Period.
+Third-Party Service; Data Sharing The Firm Growth Agents tools are provided by Gumloop, not Gusto.
+By submitting the form, you acknowledge and agree that: (a) Gusto will share the information you provide in the form (including your name, title, firm name, and email address) with Gumloop solely for the purpose of setting up your Gumloop account and activating your free license; (b) Your use of the Firm Growth Agents tools is subject to Gumloop's own terms of service and privacy policy, which you should review before using the tools; (c) Gusto is not a party to your relationship with Gumloop and makes no representations or warranties regarding Gumloop's tools, services, pricing, or availability; (d) Gusto is not responsible for any acts, omissions, or failures by Gumloop in connection with the Firm Growth Agents tools; and (e) Gusto's collection and use of your personal information in relation to this Promotion is governed by Gusto's Privacy Policy (available at gusto.com/privacy ).
+Once your information has been shared with Gumloop pursuant to clause (a) above, Gumloop's handling of that information is governed solely by Gumloop's own privacy policy, and Gusto is not responsible for Gumloop's data security, storage, or processing practices.
+Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GUSTO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS PROMOTION.
+GUSTO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PROMOTION WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

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